The first 10 minutes or so of "Get Smart" are kind of disappointing, and I thought "here we go, another trailer that makes the film look better than it is". But it improves greatly after that point, mainly after the first encounter of Max with Agent 99. Anne Hathaway is in some ways the life of this movie: she is incredibly sexy, with a magnificent back and legs to die for (or by), and completely believable in all her action scenes. Steve Carell has good comic timing; he may at times remind you of Leslie Nielsen in "The Naked Gun" and "Spy Hard" mode, but beyond that he manages to make Max a genuinely likable and human character, not just a cartoon. The relationship Max and 99 have formed at the end of the movie seems to be based more on friendship than anything else. The rest of the cast is generally well-chosen (although I didn't get the point of Bill Murray's 1-minute cameo); there is a big plot twist that allows one cast member to play against type, and even Dalip Singh (aka The Great Khali in WWE) comes off well, playing a huge indestructible henchman in the tradition of Jaws of "The Spy Who Loved Me" and "Moonraker".
There are some good laughs in "Get Smart", but what pleasantly surprised me is how well-done the action is. From an exhilarating freefall sequence that was probably designed as a homage to the opening of "Moonraker" to Carell's and Hathaway's quick, efficient fight scenes (choreoghraphed by a veteran at this sort of thing, James Lew), and from the explosions at the "bakery" factory to the incredibly kinetic final chase sequence involving various means of transportation, the action in this movie probably surpasses the recent James Bond pictures, helped by the fact that a lot of it seems to have been done by the actors themselves, willing to take some risks. So people who are more into action than into comedy should still get some satisfaction out of this.