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Maxwell Smart, an
analyst for the top secret American intelligence agency CONTROL, yearns
to become a field  agent
like his friend Agent 23 whom he idolizes. Despite scoring extremely
well in the acceptance tests, Max is denied the promotion as the Chief
of CONTROL feels that Max’s analytical skills are too
valuable in his present assignment. This changes when CONTROL
headquarters is attacked by its arch-enemy, the terrorist organization
KAOS, led by a man known only as Siegfried. As a result, almost all of
CONTROL's agents' identities are exposed, leaving only Max and Agent
99, whose recent plastic surgery has protected her identity, to pursue
the culprits whilst former field operatives such as 23 are demoted to
desk jobs. Max is promoted to field agent status with the codename
Agent 86, but the experienced 99, viewing the naive and bumbling but
overwhelmingly enthusiastic Max as an irritating encumbrance, is
reluctant to partner with him.
After a series of
mishaps while travelling on a commercial airliner, Max and 99
infiltrate Russia by parachute, hoping to trace KAOS’ recent
acquisition of nuclear materials through its chief bombmaker, Krstic.
Along the way, they are
attacked by Dalip, a formidable henchman of Siegfried’s.
Infiltrating a luxurious party hosted by Krstic, they trace the nuclear
material (specifically Yellowcake
uranium) to a KAOS nuclear weapons factory disguised as a
Moscow bakery, but Max is forced to shoot Krstic when he and his men
corner them. Infiltrating the bakery, Max meets with Siegfried and his
second-in-command, Shtarker, only to learn that Siegfried was expecting
him; a double agent has compromised his and 99's identities. Max
manages to escape capture and seal the weapons factory with explosives.
During their escape, Max and 99 are confronted by Dalip; realizing that
he knows Dalip through hours of listening to him on spy
‘chatter’, Max manages to persuade Dalip to spare
their lives by giving him advice on how to repair his failing marriage.
The Chief sends 23 to observe the clean-up of the factory, but KAOS
manages to sneak the weapons out through the Moskva River, leaving 23
to report that only a bakery has been destroyed. Realizing that Max was
alone during his key discoveries, CONTROL believe Max to be the
double-agent; 99, who has been gradually falling in love with Max
through their shared experiences, is heartbroken but takes Max into
custody.
Subsequently, CONTROL
becomes a laughing stock in the intelligence community, and their
advice is disregarded when Siegfried transmits a threat to the United
States government; pay him $200 billion or he will release the  missile codes to rogue states.
Whilst Max is in a CONTROL holding cell, Dalip sends him a coded
message via the radio show American Top 40 revealing
Siegfried’s plan; as a ‘demonstration’ he
intends to detonate a nuclear device during the President’s
visit to a concert performed at the Walt Disney Concert Hall in Los
Angeles. Max escapes from CONTROL and flies to Los Angeles to unite
with the Chief, 99, and 23, who have flown out to persuade the
President to take the KAOS threat seriously. Although 23 is skeptical,
Max manages to convince 99 and the Chief that he is not the double
agent. As KAOS plants the nuclear bomb in the concert hall, Max
discovers trace amounts of radioactivity on Agent 23, exposing that he
was lying about the bakery; revealed as the double agent, 23 takes 99
hostage and flees, forcing Max and the Chief to give pursuit. Managing
to infiltrate 23’s car, Max rescues 99 and confronts 23, but
in the struggle the car is set on fire and forced onto railroad tracks;
23 is killed when the car collides with a freight train. Realizing that
the bomb will explode with the final notes of Beethoven's "Ode to Joy",
Max, 99, and the Chief manage to reach the concert hall and tackle the
conductor with seconds to spare, preventing the bomb from going off.
During their escape, Siegfried insults Dalip once too often, previously
threatening to kill his wife if he failed. Even though he has no
intentions of killing her, he openly states that he would be "doing the
sighted world a favor" if he did so. Finally having had enough, Dalip
throws Siegfried out of their car over the side of a bridge in
response. Max is hailed by the President as a hero, and walks off the
stage heroically, with no one mentioning that there is a huge hole in
his pants exposing his bare bottom, because it would ruin his moment.
As CONTROL celebrates their success, he and 99 begin dating.
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