Honestly, rebooting a classic TV show is usually a recipe for a disaster. You’ve seen it a dozen times. A studio takes a beloved property from the sixties, throws a bunch of CGI and loud noises at it, and forgets the heart of what made people watch in the first place. But the 2008 cast of Get Smart movie actually managed to dodge that bullet.
It’s been nearly two decades, and people still talk about how Steve Carell somehow channeled Don Adams without just doing a cheap impression. It was a weirdly perfect storm of casting. You had a comedy legend on the rise, an Oscar winner as the straight man, and a future box-office king playing a villain.
Most people remember the big names, but when you look back at the full roster, it’s kind of insane how deep the bench was.
Steve Carell as Maxwell Smart: More Than Just a Funny Voice
Maxwell Smart is a hard character to play. If you make him too stupid, the audience doesn’t care if he wins. If you make him too cool, it’s just another Bond rip-off. Steve Carell brought this specific "competent but socially oblivious" energy that really anchored the film.
In the original series, Maxwell Smart was Agent 86. In the 2008 film, he starts as an analyst. He’s the guy who writes the 400-page reports that nobody reads. Carell’s performance is great because he plays Max as someone who is actually very smart—he’s just a bit of a klutz when it comes to the physical demands of being a spy.
Remember the scene with the "Cone of Silence"? Or the dental floss in the airplane? That’s pure Carell. He uses his face to sell the joke before he even says a word.
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Anne Hathaway as Agent 99: The Competent Core
Anne Hathaway was Agent 99. She had the impossible task of being the "cool" one while Carell was being ridiculous. It’s a thankless job in most comedies, but she made it work by being genuinely intimidating.
By 2008, Hathaway was transitioning out of her Princess Diaries era into more serious roles, and you can see that edge here. She wasn't just a love interest; she was the one actually getting the job done. Her chemistry with Carell was less about "will-they-won't-they" and more about "how does she not shoot this man?" which made the eventually budding romance feel earned rather than forced.
The Surprising Villain: Dwayne Johnson as Agent 23
Long before he was "The Rock" of the Fast & Furious franchise, Dwayne Johnson was Agent 23. This is probably one of the most interesting parts of the cast of Get Smart movie because he doesn't play the hero.
He starts off as the ultimate superstar agent. He’s the guy Max wants to be. He’s charming, he’s huge, and he’s incredibly good at killing people. But then—spoiler for a 17-year-old movie—he turns out to be the mole.
Johnson is actually pretty great as a villain. He uses that massive charisma to be genuinely threatening. It’s one of the few times in his career where he wasn't playing the "indestructible good guy," and it makes you wish he’d play the bad guy more often.
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The Supporting Legends: Alan Arkin and Terence Stamp
You can't talk about this movie without mentioning Alan Arkin. He played The Chief. Arkin has this way of looking like he is constantly five seconds away from a nervous breakdown, which is exactly what the head of CONTROL should feel like.
His deadpan delivery is the perfect counterpoint to the chaos. When he has to go head-to-head with the Vice President or deal with Max’s latest blunder, Arkin doesn't overact. He just looks tired. It’s brilliant.
Then there’s Terence Stamp as Siegfried.
The leader of KAOS.
Stamp is a legendary actor (Superman II, The Limey), and he plays Siegfried with a level of gravitas that the movie probably didn't deserve but benefited from immensely. He wasn't playing it for laughs; he was playing a high-stakes terrorist, which made the comedy around him even funnier.
The Gadget Guys and the Cameos
A spy movie is only as good as its tech, and Bruce and Lloyd were the heartbeat of CONTROL’s lab. Masi Oka (from Heroes) and Nate Torrence played the duo. They were so popular they actually got their own direct-to-DVD spin-off called Get Smart's Bruce and Lloyd: Out of Control.
And the cameos? They were top-tier.
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- Bill Murray shows up as Agent 13, the guy hiding inside a hollowed-out tree. It’s a two-minute scene, and it’s arguably the funniest part of the movie.
- Patrick Warburton plays Hymie the Robot. It’s a small role, but Warburton’s voice is iconic.
- Terry Crews is Agent 91.
- David Koechner plays Larabee.
- Bernie Kopell, who played the original Siegfried in the 60s show, even makes a cameo as an Opel driver.
Why the Casting Made the Movie a Hit
Usually, when you pack a movie with this many stars, they step on each other's toes. That didn't happen here. Every member of the cast of Get Smart movie seemed to understand the assignment: be funny, but keep the stakes real.
The movie was a massive commercial success, raking in over $230 million worldwide. While the critics were split—Rotten Tomatoes has it at a "Rotten" 51%—audiences loved it. It’s become a staple of cable TV and streaming because it’s just easy to watch.
What You Should Do Next
If you haven't seen the film in a while, it's worth a rewatch just to see the "before they were famous" energy of some of the cast.
- Watch for the cameos: Keep an eye out for James Caan as the President of the United States. His "clueless leader" routine is a subtle nod to the political climate of the mid-2000s.
- Check out the spin-off: If you liked the lab scenes, find Get Smart's Bruce and Lloyd: Out of Control. It’s a bit sillier but captures that same world.
- Compare with the original: Go back and watch a few episodes of the 1965 series. You’ll realize just how much of Don Adams' DNA Steve Carell managed to bake into his version of the character without losing his own identity.
The 2008 Get Smart isn't a masterpiece of cinema, but as a showcase for a group of actors at the top of their game, it’s a masterclass in ensemble comedy.