Maybe it's the pleasant nostalgic buzz generated by the familiar (and awesome) theme song, or the Cold War-reminiscent antics of the modern-day KAOS. Maybe it's seeing that old CONTROL shoe phone, so technologically obsolete, stuck in a museum display and then liberated at the moment of greatest peril. Or maybe it's just because the filmmakers waited to tackle the old spy spoof created by Mel Brooks and Buck Henry until they signed on Steve Carell, the best possible Maxwell Smart this side of Don Adams.

But for some reason, Get Smart turns out to be a much more entertaining movie than its tedious trailers suggest. It's not going to redefine comedy as we know it, but it's amusing and briskly paced, busy with an engaging mix of supporting actors (Dwayne Johnson, Alan Arkin, Terence Stamp, Masi Oka from Heroes, among others). Most crucially, Carell (The Office) works out fine as this more appealing Max, more an eager bumbler than an inept know-it-all.

Usually feature-length versions of sitcoms grow unnecessarily complicated, but Get Smart keeps the story fairly straightforward and sticks to the simple comedy that was so appealing all those years ago. Desk jockey Max dreams of being a field agent and finally gets his chance to work with the gorgeous Agent 99 (a glamorous Anne Hathaway, stepping in nicely for Barbara Feldon). The agents must work together to foil KAOS' plan to set off a rogue nuclear weapon. The entire film is just a set-up for a good mix of basic physical comedy -- it is always funny, for example, to see a guy staple something to another guy's head -- and more subtle jokes, such as a one-liner from Arkin that just about brings down the house.

Get Smart will probably appeal most to audience members who grew up on the TV show, which ran from 1965-70, but their kids will like the slapstick elements as well. There's nothing really offensive here. The biggest debate about the movie, in fact, has been how it will fare against the Mike Myers debacle The Love Guru, which opens on the same day. While it's hard to predict the whims of a fickle audience, it's safe to say that the smart move is sticking with Max.

Cast: Steve Carell, Anne Hathaway, Dwayne Johnson, Alan Arkin.

Director: Peter Segal.

Screenwriters: Tom J. Astle, Matt Ember. Based on characters by Mel Brooks and Buck Henry.

Producers: Michael Ewing, Alex Gartner, Andrew Lazar, Charles Roven.

A Warner Bros. release. Running time: 110 minutes. Some rude humor, action violence, language. Playing at area theaters.

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