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.