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When members of the nefarious crime syndicate KAOS attack the U.S. spy agency Control, the Chief (Alan Arkin) has to promote his eager analyst Maxwell Smart (Steve Carell) to field agent. Smart, partnered with veteran Agent 99 (Anne Hathaway), blends inexperience, enthusiasm and ineptitude as he works to thwart a world-domination plot hatched by the wily KAOS chief, Siegfried (Terence Stamp).