Maxwell Smart (Steve Carell), the top analyst of the top secret American intelligence agency CONTROL, hopes to become a field agent like his idol, Agent 23 (Dwayne "The Rock" Johnson), but despite scoring extremely well in the acceptance tests Max is denied the promotion because the Chief of CONTROL (Alan Arkin) thinks Max is too valuable in his present assignment. This changes when CONTROL headquarters is attacked by their arch-enemy, the terrorist organization KAOS, led by a man known only as Siegfried (Terence Stamp). As a result, almost all of CONTROL's agents are exposed and killed. Max becomes Agent 86 and is partnered with Agent 99 (Anne Hathaway), whose recent plastic surgery has protected her identity, while former field operatives like 23 are demoted to desk jobs.
Max and 99 travel to Russia on a mission to determine how KAOS has been getting nuclear weapons. Along the way, Max slowly proves to 99 that despite his inexperience and clumsiness he is actually a good field agent. Max also begins to show, as does 99, that he has slight feelings for her, and she for him. However, 99 does not want to have a relationship with any agent, as she previously blew a mission due to her being in a relationship with a partner (as it turns out, Agent 23). The pair try to infiltrate KAOS's Moscow nuclear weapons factory, which is disguised as a bakery, and even though Siegfried has been expecting them, Max and 99 overpower the guards and plant explosives that will bury the nuclear weapons under rubble. Max even saves both 99's life and his own by helping one of Siegfried's henchmen, a man named Dalip (Dalip Singh), with his marital problems using information gleaned from his analyst work. The Chief sends 23 to oversee clean-up of the bakery, but 23 reports that he has found no evidence of nuclear weapons, causing CONTROL (and an upset 99) to believe that Max is a double agent.
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