There is a scene late in Get Smart where fans of the 1960s TV show will be overjoyed that the filmmakers finally got the tone and the humor of the original spy spoof exactly right. Without revealing too much, it involves Agent 86, Maxwell Smart (Steve Carell), on a rooftop with the Chief (Alan Arkin) and 99 (Anne Hathaway), and as he is explaining something to them, the evidence he seeks is in plain view behind him, all he needs to do is turn around. They urge him to look, but he forges ahead in oblivion as they smile and shake their heads. Right then, everything I always loved about the classic comedy came rushing back.

Unfortunately, the movie was almost over. Missed it by that much.

It's too bad that Get Smart isn't funnier than it is. It's not a bad movie, per se, but it's one of those missed opportunities that we get all too often in these big screen updates of old television shows. Had the screenwriters and the director stopped and had another think, they could have really nailed this, hitting a sweet spot between the radical reconstruction of a movie like Charlie's Angels and the abysmal failure of something like Bewitched. Instead, they are on a middle ground, a neither-nor kind of picture.

Maxwell Smart is the top analyst in CONTROL, a nearly antiquated intelligence organization that has had a lot less importance since they stopped their biggest enemy, KAOS, over twenty years ago. (As a nod to Don Adams and the original show, a museum exhibit of his car, suit, and classic gadgets serve as a false front for the agency's secret headquarters; never mind that the previous Agent Smart couldn't have existed in a universe where the current Maxwell Smart is alive. This is how we rewrite pop-culture history!) Max's dream is to be a full-fledged agent like his buddy Agent 23 (Dwayne Johnson). Having finally passed all of his exams, he's expecting a promotion. Unfortunately, the Chief prefers him translating terrorist chatter behind a desk, where he can do more good than he would in the field.

Here's where the big plot comes in: a double agent has exposed the identities of CONTROL's agents to top-KAOS bad dude Siegfried (Terence Stamp). An attack on CONTROL HQ and their people on assignment leaves the organization crippled, forcing the Chief to bump Max up the chain, make him Agent 86, and partner him with badass 99. She's reluctant, he's eager, and they head to Russia to find some secret nuclear weapons so that Max can gain the confidence he needs and 99 can start to believe in him.

Yup, you read that right. Get Smart has been updated for the more sensitive 21st Century. Maxwell Smart has to be a nice guy who we can like and feel a little bit sorry for. He means well, bless him. This completely misses the point of the rock-solid parody Mel Brooks and Buck Henry concocted in the wake of James Bond mania. Max is thoroughly convinced he is 007, and he pushes on even when the rest of the crew knows he's not. This movie so misses that idea, they even have Max say, "This would never happen to James Bond." Are you kidding?

I wouldn't mind this so much if tinkering with the core concept was done to fine tune the funny, but the newer Max just doesn't pack the same punch. The movie shouldn't have to regularly pause so that Max can catch his breath, have a tender moment with 99, and generally make apologies. This is not Steve Carell's fault. As a performer, he captures some of that Don Adams magic while giving the role his own awkward twist. When he's allowed to do what Max is supposed to do, it works beautifully.

So, too, does the rest of the cast bring their best to the lukewarm script. Really, whatever awards they might give to casting directors, the person who put together the Get Smart ensemble should win it, hands down. Hathaway, Arkin, and Johnson are all perfect in their roles. Even further, casting Bill Murray as Agent 13 and Patrick Warburton as Hymie were unforeseen strokes of genius. Sadly, the fact that they have been relegated to cameo status just compounds what is wrong with Get Smart. If you're going to get two such talented performers to recreate some of my favorite side characters from the show, can't you have them do more than step on screen, press my nostalgia button, and quickly exit?

Anyway, the cast! Wonderful! They make the movie watchable even as it gets overloaded with a weighty and unnecessary plot that turns Get Smart into the same kind of movie its intended to lampoon. The climax is overburdened by extended stunt sequences and goes on long after we've had enough of the punching and the jumping and the kicking. About twenty minutes of story machinations needed to be trimmed to make way for more jokes. With a little more style, a lot more gags, and a more solid focus, this mildly entertaining movie could have been a scorcher.

When it comes down to it, Get Smart has the same problem as a lot of first entries in superhero franchises. Instead of just hitting the ground running, we get stuck with an origin story that is full of information we just don't need. Given that it looked like the filmmakers finally started to figure out what makes Maxwell Smart tick in the final act, it makes me hopeful for a sequel. Now that the set-up is out of the way, we could get on with the punchline. Hmmm, sounds like the old leave-them-wanting-more trick. Is it too much to hope it hasn't backfired?

Jamie S. Rich is a novelist and comic book writer. He is best known for his collaborations with Joelle Jones, including the hardboiled crime comic book You Have Killed Me, the challenging romance 12 Reasons Why I Love Her, and the 2007 prose novel Have You Seen the Horizon Lately?, for which Jones did the cover. All three were published by Oni Press. His most recent projects include the futuristic romance A Boy and a Girl with Natalie Nourigat; Archer Coe and the Thousand Natural Shocks, a loopy crime tale drawn by Dan Christensen; and the horror miniseries Madame Frankenstein, a collaboration with Megan Levens. Follow Rich's blog at Confessions123.com.