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Introduction:

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Maxwell Smart (Steve Carell), an analyst employed by the spy agency CONTROL, has always hoped to be promoted to a be Field Operative, but despite his scoring extremely well on the Field Operative test, the Chief of CONTROL (Alan Arkin) decides not to promote him because Max is more valuable in his current duties. After Agent 23 (Dwayne Johnson) returns to CONTROL headquarters from a successful mission, Max steps out, disappointed, and accidentally bumps into a woman jogger. He returns to H.Q. to discover that enemy agents, sent by KAOS operative Siegfried (Terence Stamp), have penetrated CONTROL and have destroyed its interior. He finds the woman that he had bumped into is actually Agent 99 (Anne Hathaway); unfortunately, when Max and Agent 99 encounter apparent intruders in the wrecked base, Max fails to recognize them as fellow CONTROL agents and inadvertently attacks the Chief. Afterward, it is discovered that the perpetrators have stolen CONTROL’s Agent files, thus exposing and assassinating many CONTROL agents around the world.

As a result of the all CONTROL field agents faces being exposed, the Chief promotes Max to Field Operative and partners him with Agent 99 (she had extensive plastic surgery recently done, so her face is unknown to KAOS). Their mission: to find out who has been supplying nuclear weapons to KAOS. Max and Agent 99 travel to Russia to take down the arms dealer who’s in charge, and learn that a Moscow bakery is actually a front for a nuclear weapons factory. Max goes in undercover to try and buy nuclear weapons from Siegfried. Siegfried, however, is well aware that Max is from CONTROL and that Agent 99 is hiding in the air vents. Siegfried orders his number-two man (and brother-in-law) Schtarker (Ken Davitian) to kill Max, but Max incapacitates Schtarker and then places charges around the factory to bury the warheads under the rubble. While trying to escape, Max and Agent 99 run into Siegfried’s giant bodyguard Dalip. Both 99 and Max are quickly disarmed by the giant’s superior strength, and Max is tossed about like a rag doll. As Dalip choke-lifts 99 off the ground with ease, Max recovers his pistol but instead of shooting Dalip he uses his knowledge of KAOS operatives to successfully befriend him by offering Dalip advice on his marriage. Afterward, the three escape the exploding building. The Chief sends Agent 23 to oversee the clean-up of the factory, but he reports no evidence of nuclear weapons. Max is suspected of being a double agent and is detained in a holding cell.