Get Smart, Again! (1989) - full transcript

[DRAMATIC MUSIC]
[TYPEWRITER CLICKING]

[RAZOR BUZZING]

[TOILETS FLUSHING]

[DRAMATIC MUSIC]

[MAN] Commander, it's Agent Beamish.

Verify.

It's him, sir.

[COMMANDER] Activate the door.

[BEEPING]

What's up, sir?

The fate of the world,



the president's blood
pressure and you!

Sit down, sit down!

I have the president on
security channel three, sir.

[BUZZING]

As most of you know,

our foremost atmospheric
physicist Dr. Marcus Hottentot

achieved a remarkable
breakthrough last week

when he discovered
the Hottentot formula,

the key to global
climate control.

This past week, he disappeared.

Today I learned the Hottentot
formula is in the hands

of a terrorist
organization called KAOS.

They have used our formula
to create their own

weather machine,
which is capable...



The president should
be wearing an overcoat.

He's gonna freeze to death.

He should be in his office.

Just minutes ago, I
was contacted by KAOS.

- He is in his office.
- Demanding we pay them

$250 billion in small
bills within seven days.

This added to our
deficit problem

makes the situation intolerable.

KAOS must be destroyed
before they destroy us.

I put the fate of our nation
in your capable hands.

What do we think?

I think this is
just another snow job

from the White House.

Hottentot was a recluse,
lived in his laboratory.

How did KAOS know
about him, contact him?

[DOOR SWOOSHES]

I strongly suspect we have
a double agent in our midst.

Wait a minute,

you mean it could be someone
in our own organization?

Unfortunately, yes, and
this presents a major problem.

Who do I trust to
head this operation?

If you're right,

I suggest we find somebody
outside the company.

I have just the fella.

Now what was his name?

He worked for us
years ago at Control.

That was an agency we
created back in the '60s

to deal exclusively with
the evil organization KAOS.

I can see him, beady
eyes, weird voice.

Maxwell Smart.

Well, let's see if
he's still active.

Run a check, Williams.

[KEYS CLICKING]

Maxwell Smart, currently
serving as a protocol officer

for the State Department,
substituting for
senior officials

who want to avoid functions
such as ship christenings,

weddings, funerals,
circumcision.

Good, he's still with us.

How can we reach Smart now?

[BEEPS]

He has a shoe phone, sir.

A shoe phone?

In those days, shoe
phones were standard issue

for all Control
agents, let's call him.

Merriweather, Control was
phased out almost 20 years ago.

It's inconceivable to me that
anybody in his right mind

would still be
wearing his phone.

Oh, well, give it a try.

Get Smart.

[PLAYFUL SOLEMN MUSIC]

[PHONE RINGS]

- What?
- What?

[PHONE RINGS]
[SOFT MUTTERING]

Gentlemen, I'm afraid you're
going to have to carry on

without me.

[GROANS]

[THUDS]

[PHONE RINGS]
[YELLS]

[PLAYFUL DRAMATIC MUSIC]
[YELLING]

Sorry about that.

[PHONE RINGS]
[PLAYFUL DRAMATIC MUSIC]

This is Maxwell Smart,
Agent 86 speaking.

This is Commander Drury,

head of the United States
Intelligence Agency.

This is the single most
important telephone call

you will ever receive.

The fate of the world
depends upon you.

Could you hold that
thought for a second, sir?

[YELLING]

Someone's coming.

[YELLING]

He put the world on hold.

[THUDS]

Sorry, Commander,
you were saying?

This is the single most
important telephone call

you will ever receive.

The fate of the civilized
world depends upon you.

What about our side, sir?

Smart, I want,
what was that noise?

Could my phone be bugged?

Could be my phone,
I have shoe waiting.

I'll get back to ya.
[PHONE RINGS]

- Hello, 99.
- Max!

I have some very
exciting news for you,

but I'm gonna have
to call ya back,

because I'm on my other shoe.

Commander, go ahead.

Smart, I think it would
be immeasurably easier

if I tell you in person.

[RUMBLING]

Could you speak a
little louder, sir?

They're throwing
dirt in my grave.

They're throwing dirt in your?

You handle this.

Smart, Lambert here.

The commander wants
you to report to,

hello?

He's not answering.

His phone's out of order, sir.

Well, try his other shoe.

I can't believe I said that.

It's unlisted, Commander.

He's bound to contact us, sir.

He doesn't know where we are.

In all probability,

he'll report to the old
Control secret headquarters.

Good, where's that?

I don't know, it was
a well kept secret.

[PLAYFUL DRAMATIC MUSIC]

[SWOOSHING]

[CLATTERING]

Yes.

I think I like it.

I like it, too.

But I'm not sure about
America's most glamorous spy.

Oh, well, of course it's
hard for you to be objective.

I'm convinced that we've got
a bestseller in the making,

if we can get...

Me to finish the book.

I seem to have three
problems with writing:

how to start a sentence,
how to continue it,

and how to finish it.

Oh, nonsense, everyone
thinks you're doing

a marvelous job.

Everyone?

I thought my manuscript
was being kept top secret.

It is, no one's
read it except Nick,

my assistants Allison and
Claudia, Chuck, and myself.

Well, please don't
let anyone else see it.

Some of this material
may still be classified,

and until we get it cleared,
I'm a little apprehensive.

Oh, well, of course,

of course.
[BEEPING]

Oh, afraid I'm gonna
have to run along.

I've got a lunch date.

We'll see you soon,

with the new pages, I hope.

[PHONE RINGS]

Lisa.

- Mr. Smart is here.
- Oh, by all means,

send him in.

Your husband's here.

Max here?

I wonder why.

99, I've got some very
exciting news for you.

I got a call on my shoe phone.

I may be reactivated, and
I want you to give me your,

oh, hello.

Max, this is Lisa
Spencer my editor.

Oh, how do you do?

Nice to meet you.

Oh, Mr. Smart, this
is a great honor.

I've been reading all about you.

You are quite a remarkable man.

Yes.

And congratulations
on being reactivated.

Ah, well, that's not
official, my being reactivated.

Look, you two wanna talk,
I've got an early lunch.

Why not use my office?

You're sure it'll be all right?

Oh, of course.

Your wife's book's gonna be a
best seller, don't you think?

Well, I certainly hope so.

I'm looking forward
to reading it.

You haven't read it yet?

We agreed there
could be a conflict.

I'm planning on
writing my memoirs.

Make sure you bring them to us.

Who called you
on your shoe, Max?

Commander Drury,

head of the United States
Intelligence Agency.

What did he say?

That the fate of the
world was in my hands.

You know, the usual.

Anyway, I'm supposed
to report immediately.

[99] Where?

Well, I can't tell you that.

Is it a secret?

I have no secrets from you, 99,

it's just that my shoe
phone was demolished

before I could
complete the call,

and I didn't know where to go,

and then when I went over
to Control headquarters,

I found it was abandoned.

Oh, maybe it's
just as well, Max.

You've been out of the spy
business for a long time,

and being an agent
is very taxing.

Are you sure you can handle it?

Handle it, handle it?

Are you kidding me, 99?

I'm in the best shape
of my life, look at me,

physically and mentally
I'm at my peak.

I have the eyes of an eagle.

I have the reflexes
of a leopard.

I have [GASPS]

[CLATTERING]

the beginning of
a very bad hernia.

[CLATTERING]

Max, why don't we
try the yellow pages?

The yellow pages?

Sure, they list
government agencies.

Don't be ridiculous, 99.

The United States
Intelligence Agency

may be a part of the government,

but it's a clandestine
organization.

It deserves total security.

It's top secret.

It's undercover.

It's 555-3931.

It's Smart, sir.

[DRURY] Bring him in.

[THUDS]

Commander Drury, Maxwell
Smart reporting for duty.

[DOOR SWOOSHES]

[DOOR SWOOSHES]

Yeah, well, Smart, I
want an honest evaluation.

Are you in good enough
physical condition

to return to active duty as
a counterintelligence agent?

You appear to be in
pretty good shape.

Do you work out?

Commander, I jog
100 miles every day.

Would you believe it, 100 miles?

I find that hard to believe.

Would you believe 50?

No.

How 'bout two push-ups
and deep breath?

Sit down, sit down, Smart.

This is Major Waterhouse.

Major.

[GLASS SHATTERS]

Sorry about that.

Now, Smart, I want
your personal guarantee

that you are physically capable
of handling this assignment.

Sir, my vision is 20/20.

My pulse is 90 beats per minute.

My blood pressure
is 120 over 70,

and I have the same
waistline I had

when I was three years old.

Yeah, I was a fat kid.

[GLASS SHATTERS]

How 'bout a refill?

No.

Now, Smart, what I'm about
to tell you is top secret.

Well, if it's top secret, sir,

then we should use
the cone of silence.

The what?

The cone of silence,

it's an obsolete
anti-bugging device.

Well, it's not
really obsolete, sir.

As a matter of
fact, I bought one

at the Control garage sale,
it's hanging over my bed.

Over your bed?

I talk in my sleep.

No cone of silence,
this office is secure.

Well, sir, the
manual clearly states,

Major, I'm going
to cross my legs.

Thank you.

The manual clearly states

that if you're having a
top-secret conference,

you should be using an
anti-bugging device.

Where's our manual?

It's on the shelf.

I'll get it.

[THUDS]
[LIQUID SLOSHES]

Here's the manual.

Unfortunately, someone
spilled coffee on it.

[THUDS]

Major, can I borrow
your handkerchief?

Use your own handkerchief.

Well, mine is filled with
tea from my last meeting.

We don't need the manual.

Unfortunately, Smart is right.

In the case of an E-1 emergency,
and this certainly is one,

we have to use hover cover.

Hover cover!

Of course, hover cover, it's
vital we use hover cover.

Gentlemen, it is my
unqualified opinion

that we cannot do
without hover cover.

Just one question.

What is hover cover?

[HELICOPTERS WHIR]

Smart, KAOS is back in business.

[YELLS]
[SMART] What?

He says KAOS is
back in business!

What?

[HELICOPTERS WHIR]
[YELLING]

KAOS has a machine that can
destroy all life on earth.

Sounds serious.

What kind of a machine?

[HELICOPTERS WHIR]
[YELLS]

What did he say?

He said this is going nowhere.

I have no idea what that means.

[HELICOPTERS WHIR]
[YELLS]

Lose the choppers!

What?

Lose the choppers,
get rid of them!

[HELICOPTERS WHIR]

Now, Smart, I want
you to listen to me,

because I'm going to say
what I have to say once

and only once.

One, KAOS has a weather machine.

It is capable of changing
the world as we know it.

Changing the
world as we know it,

that's a very hopeful sign, sir.

Two, they can produce
acid rain, destroy our crops

and pollute our water.

You mean they can do that
better than we're doing it now?

Three, there is a
mole in our organization

and he turned Dr. Hottentop.

Into what?

If I may,

Hottentot's a traitor.

I find that hard to believe.

Why would he defect?

It doesn't make any sense.

He sold his formula to
KAOS for a million dollars.

How you make ask
do we know that?

I wouldn't ask that.

We know that because
in the last hour

one of our surveillance
teams intercepted him

trying to get out
of the country.

Hottentot got away,

but we do have all nine
pounds of his wallet.

Well, it just
doesn't make any sense.

Hottentot was never
interested in money,

and besides that we have
nothing to worry about,

because his formula
never worked.

It does now.

Smart, your mission is to
locate and infiltrate KAOS,

eliminate the madman
behind this heinous plot,

and destroy their
diabolical machine.

How much time do I have?

Until midnight the 23rd.

Six days!

Are you kidding?

That's ridiculous, I
can't do this in six days!

Smart, that's seven days.

Oh, okay.

Is there anything
else you need from us?

Well, I'd like to
reactivate Control

and get my old team back.

Granted, if
they're still around.

I'd also like to look
in the Hottentot files.

There may be something
in there that I can use.

Our records are warehoused
at 9042743rd Street.

You got that?

Everything but the address.

9042743rd Street, my aid
Beamish will meet you there.

Now, Smart, remember,
KAOS will do everything

in its power to
try and stop you.

You'll be in imminent danger
and constant jeopardy,

facing death at every turn.

And loving it.

Let's get outta here.

No!

I don't wanna go
through that again.

We'll take a cab.

[HELICOPTERS WHIR]

- So long fellas!
- No!

[HELICOPTERS WHIR]

Oh no!

[HELICOPTERS WHIR]
[DRAMATIC HORN MUSIC]

Mr. Smart, I just wanna
say that working with you

is the highlight of my career.

Well, thank you, Beamish.

How long have you
been with the agency?

Three days.

Mr. Smart, what's the
secret of your success?

Constant vigilance,
razor-sharp instincts,

and hold it.
[CREAKING]

[TENSE MUSIC]

- Freeze!
- Or your garbage!

Or your garbage?

I heard it in a movie.

[DOOR CLICKS]

[TENSE MUSIC]

[CLICKING]

[TENSE MUSIC]

[GUN BANGS]

[TENSE MUSIC]

Okay, closet's clear.

I've gotta remember
that, check all closets.

Here's the latest
in security devices,

the finger-identification panel.

If your fingerprint doesn't
match the one on file,

the door doesn't open.

Then I guess it's important
to bring the right fingers.

[BEEPS]

[THUDS]

How many agents do
ya have on file?

About a million if you
count the freelancers

and the temps.

[SMART] Where do they
keep the old Control files?

[BEAMISH] Down here.

How do these things work?

Well, they're
electronically sealed.

You have to use
a remote control,

which doesn't seem
to be working.

[CLANGING]

It's working.

Sorry.

[CLANGS]
[GROANS]

I'm sorry, I pushed
the wrong button.

You okay?

Yes.

[BEEPS]

13!

Max!

I was just dreaming about you.

And I was just
talking about you.

Where have you been
keeping yourself?

Oh, here and there, it's
just part-time spying now.

Two weeks in a toilet in Toledo,

a voodoo drum in Haiti.

That was kind of
fun, like a vacation.

What's new, Max?

KAOS is back in business.

Does that mean we're
back in business, too?

Well, if I can find
Hymie and Larrabee.

Well, if these
files are correct,

Hymie should be working for

the National Car
Testing Institute.

The National Car Testing
Institute, what's he doing?

He's a crash dummy.

And Larrabee, he
should still be over

at the old Control building.

But that's impossible.

That building is empty,
it's been condemned.

Well, that's strange.

Well, so is Larrabee.

What about 99, is
she on the team, too?

Of course, we're having lunch,

I'm gonna tell her about it.

Max, what's our
assignment, find Hottentot?

13, how did you know that?

I've still got my contacts, Max.

I've got a friend inside the
White House, really inside.

She's in the plumbing.

Now, what's KAOS's
latest demand?

Well, they threatened
to destroy the world

unless we pay them $250 billion.

Why is it always us?

Why does America have
to always foot the bill?

I mean, where are our allies?

You'd think we'd
hear from Japan.

We did.

Oh?

They sent a 100 bucks.

Mr. Smart!

I'll be with you
in a minute, Beamish.

13, find Hottentot.

[SWOOSHES]

Mr. Smart, the
Hottentot file is missing.

Now is not the time
to panic, Beamish.

It's probably been misfiled.

Look under M for Marcus.

Right, right.

No, no, it's not here.

Now we panic.

What are we?

Oh, here it is.

Sorry, I lost my cool, I was
sure it was taken by KAOS.

Mr. Smart, do you have any
idea who the double agent

could be?

Well, Beamish, I'm sorry
to say it could be anybody.

It could be the commander, it
could be me, it could be you.

[MAN] Don't move.

It could be him.

Turn around, face the
files, put your hands on top,

and spread your legs.

Turn around and face
the file, put your hand.

What was that part
about the legs?

Move!

[SMART] Move, don't
move, make up your mind.

I got another job, fella.

Okay, by the numbers this time,

or you're dead meat, Smart.

Turn and face the files,
put your hands on top,

spread your legs.

[TENSE MUSIC]

Hi-yah!

[SHARP THUDDING]

Where's the Hottentot file?

Right this way.

[CLANGING]

[TENSE MUSIC]

[CLANGING]
[GROANS]

[TENSE MUSIC]

[CLANGING]
[GROANS]

[TENSE MUSIC]

[THUDDING]

[TENSE MUSIC]

[CLANGING]

[TENSE MUSIC]

Goodnight.

[THUDS]
[GROANS]

[CLANGING]

Mr. Smart, you
know who that is?

No, who?

Bronski, KAOS's
number one killer.

Number one?

I thought he was number nine.

No, the new ratings are out,
and he went right to the top.

Well, that's ridiculous.

KAOS has better
killers than Bronski.

It's not how good you are,

it's where you stand
in the ratings.

[DRAMATIC MUSIC]

How can we tell our
leader, our new leader,

that we did not the
Hottentot papers?

He will want to
know what happened.

I will want to
know what happened.

In 10 words or
less, what happened?

I don't know.

Well, at least that's less
than 10 words, you nitwit!

Perhaps he can
tell us, Siegfried.

Well, why don't
you bring him in?

[SUSPENSEFUL MUSIC]

All right, Major, what happened?

Why do we not have
the Hottentot papers?

Uh.

We don't uh here!

[PHONE RINGS]

Siegfried's office.

Yes, sir!

Siegfried, it's our new leader.

He wants to know what happened.

Uh.

[LEADER] We don't uh here!

- What happened?
- That is precisely what we

are trying to find out, sir.

- Find out.
- Yeah, the major is here now.

The agent I sent to get the
papers was an incompetent.

Do you hear that, sir?

[LEADER] Yes, what happened?

Yeah.

Did Control capture our agent.

Yes.

Ah, then he'll talk.

No, he won't, I killed
him 20 minutes ago.

Did you hear the good news, sir?

- Smart.
- Smart?

Don't worry about Maxwell
Smart, we will take care of him.

[LEADER] You better not fail.

We will not fail this time.

We are finished with
blunders and bloops.

[LEADER] I hope so,

for your sake, carry on.
[SPEAKS FOREIGN LANGUAGE]

[SPEAKS FOREIGN LANGUAGE]
[BOOTS CLICK]

Shtarker.

Yeah?

Oh, I need something
for my stomach.

[SPEAKS FOREIGN LANGUAGE]
Cummerbund?

Idiot, for the inside.

Siegfried, I've never
seen you so upset.

I'm two years away from
retiring, and out of nowhere

KAOS is taken over by a
corporate trader, a crazy man.

Oh, the pressure,

you have no idea what
the pressure is like.

I've got headaches, high
blood pressure, insomnia.

I'm a capitalist
casualty, a merger victim.

You don't have to
worry about Smart.

Why not?

He's as good as dead.

What makes you so sure?

The more you know about a man,

the easier it is to kill him.

The material you gave me
to read was invaluable.

Where'd you get such
a complete biography?

That is no concern of yours.

Well, my compliments
to whoever wrote it.

I know everything there
is to know about smart,

his way of life, his
patterns, his habits.

If I choose, I can become
like him, act like him,

even think like him.

That I would not advice.

What I would advise is for
you to kill Maxwell Smart

before he puts
his team together.

You don't have to
worry about that.

If he does that,
I'll kill 'em all.

All right, but remember,

make sure you give us
the group rate, yeah?

Good.

[DRAMATIC MUSIC]

[CLATTERING]

[BIRDS CHIRP]

Max!

[THUDS]

Max, great to see you again.

Are you okay?

Well, I think so, Hymie.

What was that all about?

You forgot, the last
time we were together,

you said that I hope we run
into each other real soon.

Oh, Hymie, you robots always
take everything so literally.

That was just an
idiomatic expression.

I'm not familiar
with that phrase, Max.

Skip it.

Stop it, Hymie.

Sometimes you could
drive a person up a wall.

Don't do it, Hymie!

We need you to come back
to work for Control.

Sure, when you need
me you come around,

otherwise I never hear from you.

It really hurts, Max, I'm
not made of stone, you know?

[THUDDING]
I'm sorry, Hymie.

Sorry, you always
say you're sorry.

You never write, you never call.

You missed all my birthdays.

I'm never invited to your
club and you know why?

I'll tell you why, because they
don't allow my kind in there

that's why.

That's ridiculous, Hymie.

We have a cybernaut in my club.

Sure, token robot.

What's this all about, Max?

KAOS is back in business.

KAOS, Max, I'd really
love to work with you again,

but I'm not programmed
for spying anymore.

I only do crashes.

Well, I'm sure we
can work something out

if we just put our
heads together.

No!
[THUDS]

Hymie, I think we'd be
a lot less conspicuous

if you'd get in the car.

If I get in the car,
I have to crash it.

Well, what do ya think?

Nothing in this
dossier to indicate

why Hottentot would defect.

That's what I thought.

Do you think there's something
about him we don't know?

I doubt it, the man was a loner.

He lived for his work.

The only person he was close
to was another scientist.

I missed that, who?

Dr. Denton.

I think we're there, Max.

Looks like we've got company.

Smart is stopping.

Should I park?

Wait a minute.

He isn't.

He just passed up
a parking space.

He's going from meter to meter.

Why?

It's because he's cheap.

He's looking for a
meter with time on it.

Now he's parking in a red zone.

[LIGHT SUSPENSEFUL MUSIC]

They headed for the
old Control building.

That's perfect.

It's deserted, it's a
great place to kill him.

Yeah.

[LIGHT SUSPENSEFUL MUSIC]

[BEEPING]

Definitely trouble.

I've gotta talk to 13.

13, I tried to keep
in touch with him,

but he never returned my calls.

I took his number
out of my book.

Stop!

Hi, Max.

Hey, it's great to be
out and about again.

What's up?

We're being followed by a
man in a black leather jacket

with a mustache.

Leave it to me, Max.

I gotta get going.

There's a colleague coming.

[TENSE MUSIC]

[YELLS]
[WATER RUSHES]

[BIRDS CHIRP]

Oh hi, Max.

Don't tell me you forgot
my egg salad sandwich.

Hello, Larrabee.

Hymie, glad to see ya.

Hard to believe, you
never call, you never write.

Enough.

Larrabee, what are
you doing here?

Watering my plants.

Watering your plant?

Larrabee, Control has been
out of business for 15 years.

I heard that rumor, too.

What rumor?

In 15 years, have you received
one letter, one phone call?

No, not one.

Not you.

In 15 years, have you had
one visitor, one memo?

I have a memo right here.

I'll always cherish it.

It's signed by the president.

The president.

To stay at your
post until relieved,

Richard M. Nixon, President.

Max, are you my relief,
'cause I gotta get home.

Larrabee, get your
coat and your hat

and let's get outta here.

Where are we going?

Control lab, I've gotta
get Hymie reprogramed

and pick up the latest
equipment from Spy World.

Come on.

[LARRABEE] Well, what's our mission?

To find Dr. Marcus
Hottentot, he defected.

I can't believe that,
he'd never defect.

You knew Marcus Hottentot?

I didn't know him
as Marcus Hottentot.

I knew him as Marcia Hopkins.

Marcia Hopkins?

Changed his name.

Sounds like he
changed more than that.

Where did you meet him?

On a blind date,
but I liked him,

so I never said anything.

Of course, KAOS
blackmailed Hottentot.

That's why he defected.

I hope he's all right.

He was a brilliant scientist
and a great tango dancer.

[SLOW HORN MUSIC]

[TENSE MUSIC]

[RUMBLING]

[TENSE MUSIC]

[GROANS]

[TENSE MUSIC]

[BOOMING]

What was that?

Beats me.

[BEEPING]

I can only put
him into the S mode.

[SMART] Exactly
what does that mean?

He'll be programed for spying,

but he'll also want
to ski and shop.

Well, I'll keep him away
from mountains and malls.

Excuse me.

Doctor, I have Agent Smart's
cashmere combat jacket,

his slacks, and
his magnetic shoes.

Magnetic shoes?

Yes, this is essentially
a defensive weapon.

It attracts metal,

or is attracted to it.

Thanks.

Here, Mr. Smart,

slip into our latest
technological triumph.

Although this appears to
be an ordinary sports coat,

it is in reality
a size 40 regular

megabyte mainframe computer.

The material in this jacket
is composed of thousands

of cotton microchips
interwoven with silk spun

from specially bred silkworms
from the Silicon Valley.

This jacket is user
friendly and is compatible

with almost any software shirt.

The four buttons on each
sleeve are computer keys,

so you are virtually
a walking arsenal

and communications center.

Are there any questions?

Does it come in navy blue?

Will Agents Hymie and
Larrabee require jackets?

Yes.

Gentlemen, I'll need
to take your measurement,

waist, neck, sleeve,
inseam, nostril.

Nostril?

We have perfected a mini camera

that fits right into your nose.

All you have to do is press
this button on your jacket

and your elbow will record
what your nose sees.

Well, wouldn't it be
better if my nose recorded

what my elbow sees?

- No.
- No?

- No.
- No.

Simply because in your
elbow-patch compartment

there is a mini recorder

plus everything
else you might need,

a mini magnet, a mini
gun, and a mini condom.

I'm curious, what use do
we have for a mini magnet?

All you need to know
is in your mini manual,

which is in your other
elbow-patch compartment.

How do we access
the elbow patches?

Just press the
first cuff button.

I thought the first cuff
button worked my nostrils.

No, that's the
third cuff button.

I thought that was
the second cuff button.

No, the second
cuff button activates

the cuff-button phone.

When this button lights up,
you have an incoming call.

To answer, lift the
cuff to your ear,

talk into your lapel.

Is that the left lapel
or the right lapel?

The right is for local calls,

the left is for long distance.

Long distance, do I get
my choice of carriers?

Excuse me, If you'd
like these jackets

to have cuff calling, I need
to leave now, Dr. Denton.

I wish I could join you.

Dr. Denton, did you
know Dr. Hottentot?

Dr. Hottentot,
um, not really, no.

I believe he was a
friend of my father's.

[HYMIE] So you knew him?

Yes, I knew him, but
I didn't know him well.

Actually, I see
very little of him.

My super sensitized
sonic sensor says

you are not telling the truth.

I should never have
put you in the S mode.

Of course you're right.

I spoke to Marcus yesterday.

He called me, he
sounded desperate.

Doc, do ya know where he is?

No.

Well, did he call you at
home, or did he call you here?

Here.

Good.

These are security phones,

that means that
they're monitored.

Thanks, Doc.

Okay, it's late,

I want you guys to put a
trace on that phone call,

and get me in address.

I'm gonna pick up 99.

Then we're gonna put our
team together and move out.

We've got one week
to save the world.

Lucky it's this week, we set
our clocks back on Sunday.

That gives us an extra hour.

[SOFT PIANO MUSIC]

Excuse me.

My name is Maxwell Smart.

I have a reservation for
two, I'm meeting my wife.

[MAN] No, you're not.

What do you mean no I'm not?

Commander!

You've got a day job.

Smart, I have been
trying to get you all day

on your cuff phone.

Yes, well, I didn't hear
it, I mean, I didn't see it.

I mean, I can't get
used to these things.

You cannot meet 99 for lunch.

Current regulations
prohibit spouses

with dependent children
from working together.

But the twins aren't
dependent, they're in college.

[DRURY] I'm sorry, there's
not a thing I can do.

That is the
president's decision.

99 and I work so well
together, we're a terrific team.

Why, do you know that we
were spy couple of the year

in 1968?

Out of the question,
now go and find a phone,

call your wife, and tell her
you cannot meet her for lunch.

She's already seen me.

All right, have lunch
with her, but do not,

and I'm going to repeat this,

do not tell her anything
about your assignment.

You're asking me to lie to 99.

I've never lied
to her in my life,

and I'm not gonna
start lying now.

Smart, lying to 99 is the
last thing I want you to do.

- Good.
- Try everything else first.

Good afternoon,
Monsieur, Mademoiselle.

[GENTLE PIANO MUSIC]

Hi.

Hi.

I'm sorry I'm late.

Oh, I'm sorry I went ahead.

I have to bring these
pages back to Lisa by 2:30.

Well, I'm not really hungry, 99,

and it's almost 2:30 now.

Oh, well, come walk with me
and tell me how things went.

On second thought, 99,

I think I might order a
little something to eat.

I just had some
sudden hunger pains.

Max, that's a new
jacket, I like it.

Where'd you get it?

The jacket, yes,
well, you know me, 99,

I never know where
I get these things.

Would Bellman's carry
a jacket like this?

Sure.

Then that's where I got it.

Max, come on, I
can't wait any longer.

Tell me what happened.

Are you back with Control?

[SOFT MUTTERING]

Max, I can't hear you with the
menu in front of your face.

Have you been reactivated?

Ah, the veal.

Max, look at me.

Tell me what happened.

Well, 99, it wasn't
exactly what you'd think.

I mean, we didn't really, I
mean, I never, they didn't.

Could you say that
a little more clearly?

No.

Max!

Your cuff button is blinking.

Ah, yes, that, well,
that's just probably

a reflection from the silver.

Would you like to
order something, sir?

Would I ever, yes,
indeed, yes, yes, yes.

Shrimp cocktail.

Shrimp cocktail.

Smoked eel.

Oh, smoked eel [POPS].

Crab capellini.

[WAITER] Capellini.

Endive and watercress salad.

[WAITER] Salad.

Asparagus vinaigrette.

Listen, 99, if you
have some place to go,

don't let me hold you up,
because I plan to eat a lot.

Clams on the half shell.

Clams.

Peppered brie and puff pastry.

Would you come back
in a moment, please?

Certainly.

Max, is something wrong?

- No.
- I'm gonna call Lisa

and cancel my appointment.

No, no, don't call Lisa.

Everything is
perfectly all right.

No, I think I need
to be here with you.

No, you don't need to be here.

You don't need to
be here now, I mean.

Later, you need to be here, I
mean, later at home you need

- to be with me.
- Max, there's nothing here

that I'm doing today
that I can't do tomorrow.

What's wrong?

My love affair with Agent 12?

I had only been at the
agency a short time

when he came into my life.

Maybe I had better
be going, Max.

We'll talk at home, okay?

99, how could you
do such a thing?

12 isn't even a romantic number.

Oh, Max, it's so flattering
that after all these years,

you can still be jealous,

and it's so tempting to
take advantage of it,

but I can't.

Agent 12 was my mentor,
and I did love him,

but like a grandfather.

Yours our somebody else's?

My grandfather.

Really?

Oh, Max, I could
never lie to you,

anymore than you
could lie to me.

Now, shall we talk?

Talk, yes, well, 99,
this isn't the time

or the place to talk.

We can talk later at home.

You're sure?

Yes.

Okay.

Bye bye.

What would you like first, sir?

[PLAYFUL MUSIC]

What a minute, what do
you think you're doing?

There's still a minute
left on that parking meter.

Instead of harassing
innocent citizens,

you should be out after
the real criminals,

the murderers, the
killers, the arsonists.

They're the ones who
deserve parking tickets.

I don't care, I'm
gonna fight this!

What?

What?

It's not a ticket!

Oh.

Meet Hymie at 661 K Street.

[HORN HONKS]

[LIGHT PLAYFUL MUSIC]

Thanks, Hymie.

I tried to reach you
on your cuff phone,

but you didn't answer, that's
why the meter maid message.

There are complications.

The president wants to
talk to Hottentot personally.

He wants you to take him
right to the White House.

[SMART] Where is he?

He has a room in
the first floor.

He's in 108.

[SOFT CHATTERING]

[KNOCKING]

[TOILET FLUSHES]

I think he's in there.

Dr. Hottentot, open the door.

We know you're in there.

Doctor, this is Maxwell Smart.

If you don't open this door
by the time I count to three,

we're gonna kick the door down.

Maybe we should call
the landlady, Max.

I don't think she
can kick the door down.

She might have a pass key.

We don't have time for that.

Ready?

One, two,

three.
[BANGS]

Dr. Hottentot, I presume.

I don't expect forgiveness,
I'm just glad it's over.

It's not over, Doctor.

Dr. Hottentot,
you have to tell us

who you gave the formula to.

Well, his name is...

Duck!

Why did you do that?

Because every time someone
is about to reveal the name

of a murderer or
traitor, they get shot.

Now, Dr. Hottentot,

ya have to tell us who
you gave the formula to.

Well, his name is... [GUN BANGS]

[TIRES SQUEAL]

He's not gonna make it, Max.

Doc, who is the double agent?

[WHIMPERING]

What did he say?

He asked me to get
my knee off his chest.

Doc, the double
agent, who is it?

Cigarette.

No, thank you, I quit.

Who is the double agent?

His name is not known

- to me.
- I can't hear ya, Doc,

speak up.

Max, why don't you record him?

Look, Doc, I want you
to look into my nostril

and speak into my elbow.

I put the formula...

No, no, no, you believe this?

The man is speaking
into my nostril.

I don't want you to speak
into my nostril, I hate that.

I want you to speak
into my elbow.

Sorry.

I put the formula
in an airport locker

and they had the money
in another locker.

Doctor, did KAOS take
you to their headquarters?

No, I never saw anybody.

Max, he's dying.

Dying!

Come on, Doc, give us a
break, give us something!

What happens if we
find the machine?

How do stop them from using it?

Hamlet, Hamlet,
and Spal-Spalding.

Can't understand him.

Cigarette, I need a cigarette.

Will ya forget about
the cigarettes, already?

They could be hazardous
to your health.

They could kill ya.

[GROANS]

See?

[PRESIDENT] Gentlemen, what
I'm about to say is top secret

and confidential.

[DRURY] Don't
worry, Mr. President.

Security's gone over
every inch of this room.

We are not bugged,
we are not tapped.

Feel free to speak, sir.

[SMART] Shouldn't
we close the window?

Up until three weeks ago,

Hottentot was a
forgotten scientist.

Most of us working
here didn't know him.

When he perfected his formula,

he became our best kept secret.

Now, how did KAOS
find out about him?

Smart, did Hottentot
say anything meaningful
before he died?

Well, Mr. President, he
said something about Hamlet

and Spalding.

Did you record him, Smart?

Yes.

Good, get me the tape,

and I'll have the
crypto boys slow it down

and see if they can make
something out of it.

We've got to double our
efforts to find the mole

or quadruple them if necessary.

Mr. President, I
know how you feel

and how you disapprove of
spouses working together,

but I do feel that my wife would
be a great help on my team.

Well, I'm sure she would, Smart,

but I'm categorically opposed
to couples working together

on a mission as
dangerous as this.

[KNOCKING]

Sir, this just arrived.

I knew it was high priority.

This is a response to my
request for an emergency meeting

with our allies.

Something wrong,
Mr. President?

Something wrong?

Read this!

They don't believe that
KAOS has a weather machine.

Smart, we're alone in this.

I'm counting on
you more than ever.

Believe me, it's not easy to
send a man off on a mission

which some of my cabinet
members characterize

as one of certain death.

Certain death?

Yes, but in my opinion,
I have no other choice.

Could we get a second opinion?

[SUSPENSEFUL MUSIC]

Before going to sleep, Smart
usually has a midnight snack.

I want you to kill
him in the kitchen.

[SUSPENSEFUL MUSIC]

Max?

Go to sleep, 99.

I can't.

Why not?

You're sitting on me.

Oh.

Max, how come
you're home so late?

Late, yes, well, I had to
go to a ship christening.

At 2:30 in the morning?

The Navy has a very low budget,

and they don't like a lot
of people standing around

while they're using
that cheap champagne.

Max, tell me about today.

Were you reactivated?

No.

Oh, Max, I'm so sorry.

Oh, you knew at
lunch, didn't you?

Yes.

You must be so disappointed.

But then why did
the agency call you?

Look, 99, I have
had a very tough day.

I mean, I am so tired,
I'm ready to collapse.

Why don't we talk
about it tomorrow

and let me get a
little sleep right now?

Could you do me a favor
and open the window?

It's stuffy in here.

Oh, sure.

Wouldn't you feel better
if we talked about it, Max?

No, no, 99, I don't
wanna talk about it.

I just wanna get a
good night's sleep

and fix myself a nice
cup of hot cocoa.

I thought you said
you were exhausted.

Yes, well, I am exhausted, 99,

but when I get exhausted
I get overtired,

and I just can't get to sleep

without a cup of
nice, hot cocoa.

But don't you worry about it,

because I'm gonna
close the door,

so you can't hear me making it.

Max, why don't you
just count sheep?

You remember what happened
the last time you made cocoa?

Yes, well, we were gonna
redo the kitchen anyway, 99.

Well, be careful, hmm?

[THUDS]

I will.

[TENSE MUSIC]

[THUDS]

[99] Max!

It's all right, 99, I
just dropped the cocoa.

Go back to sleep.

[GROANS]

[CLATTERING]

- Shh!
- What's going on down there?

I just dropped it again.

[GROANS]
[TENSE MUSIC]

[MUFFLED YELLING]

[TENSE MUSIC]

[GROANS]

[MUFFLED YELLING]
[TENSE MUSIC]

[GROANS]

[TENSE MUSIC]

[GROANS]

[TENSE MUSIC]

Listen you've got to be quiet.

You don't happen to have
a silencer on you, do ya?

[TENSE MUSIC]

[GROANS]

[TENSE MUSIC]

[GROANS]

[CLOCK CHIMES]

[TENSE MUSIC]

Wait a minute!

Do me a favor.

What?

Hold these while I
read ya your rights.

[GROANS]

Max, are you all right?

Yes.

You've been reactivated.

Oh, yes,

I'm so glad I don't have
to lie to you anymore, 99.

I can finally tell ya the truth.

What is the truth, Max?

I can't tell you that, 99.

It's a secret mission?

[TENSE MUSIC]

Max, he's getting away!

Well, what do you
want me to do, 99?

Sorry, Max.

[TENSE MUSIC]
[CLOCK CHIMES]

Max, was that man from KAOS?

How did you know that, 99?

Remember Grubnik?

Of course, Grubnik the spoiler.

Right, in 1969, he was
traded by KAOS to thrush

for a rookie killer and
two minor league muggers.

That man was Vedermeyer,
one of the muggers.

Of course, I should've
remembered his clammy hands.

What's this all about, Max?

Oh, I can't tell ya that, 99.

I was sworn to secrecy
by the president himself.

You met the president?

What's he like?

Everything you'd
expect him to be.

Oh, I'm sorry to hear that.

[TENSE MUSIC]

KAOS.

Billions.

Max.

Hottentot.

- Max, Max, Max!
- Hottentot.

- Huh, what?
- Wake up!

You're spouting
classified information.

Oh, what did I say?

You mentioned KAOS and
then you said something about

billions of dollars.

Oh, Max, until
you're off this case,

I think maybe it's better
I sleep in another bedroom.

Oh, in that case, I'm
off this case right now.

Oh, Max.

Did I say anything else?

Now that I think of it,
yes, and it concerns me, Max,

- and my book...
- Wait, 99, if we're gonna

discuss a top-secret case,
we're going to have to do it

under the cone of silence.

Right, Max.

[BUZZING]

You mentioned Doctor, sorry.

[BUZZING]

You mentioned Dr. Hottentot
and his weather machine.

Is that still
classified information?

What?

I wrote about Dr.
Hottentot in my book.

Now, maybe what I'm
thinking is farfetched, Max,

but there could be a tie-in
between KAOS, the book company,

you, and me.

You want me to tie you
up at the book company?

In fact, the more I
think about it, Max,

[BUZZING]

KAOS may have a contact
at the book company.

KAOS what?

Max, there's something wrong
with the cone of silence.

Forget that, 99,

something's wrong with
the cone of silence.

[99] What?

What?

[BUZZING]

How did you do that?

Max, what I'm trying to
tell you is I may have given

classified information to
someone at the book company who,

Max, your cuff
button is flashing.

Well, just pick up the
sleeve and talk into the lapel.

[99] Which lapel?

It's okay, forget
it, I'll get it.

Okay.

Hello, hello?

I think I'm on to something.

[GUN CLICKS]

Can you meet me, Mr. Smart?

[SMART] Where?

In the agency parking lot.

Could you come quickly?

I'm on my way.

Thank you.

[THUDS]

[TENSE MUSIC]

That was Beamish, he's
one of the men on my team.

I have to meet him
in the parking lot.

I'm going with you, Max.

No, that's out of
the question, 99.

This is a secret mission.

Was a secret mission.

Max, it's much easier
to work with you

than it is to stay home
and worry about you.

I'm sorry, 99, but
it's out of the question.

It's too dangerous,
it's too tricky.

Now, there is nothing
you can say or do

that will make me
change my mind.

That's it, it's over, finished.

But, Max, I want to.

Okay.

Besides, two karate
chops are better than one.

[SUSPENSEFUL MUSIC]

I don't see Beamish anywhere.

Do you think it
could be a trap, Max?

[GUN BANGS]

That's a distinct possibility.

What do we do now, Max?

Don't shoot!

Max, what are you doing?

He'll kill you.

I'm coming out with
my hands up and my foot.

[CLINKING]

Max!

You've got his gun.

And his watch,

and two fillings.

Max, there he is!

[GUN BANGS]
[TENSE MUSIC]

[GROWLS]
Freeze!

[BARKING]

[TENSE RHYTHMIC MUSIC]

[YELLS]

[TENSE RHYTHMIC MUSIC]

[CLATTERING]
[CAT HOWLS]

Max, are you all right?

Yes, I'm just frustrated.

I had him right in my hands.

How did he get away?

By the seat of his
pants, KAOS strip slacks.

Oh, Max, they're a rip off
of Control's ejecto-pants.

And probably half the price.

Did you get a look at his face?

Well, if that was his face,

he has a huge cleft in his chin.

Anyway, I know who it is, 99.

It's the commander's
right-hand man

Major Preston Waterhouse.

How can you be sure?

Very simple, 99,

these pants tell me everything
that I need to know.

First of all, look at
the length, extra long.

Major Waterhouse is
over six feet tall.

Next, the material, heavy wool,

typical choice of an Army man,

and finally, there's the label,

made for Preston Waterhouse.

Oh.

[TENSE MUSIC]

The Major's RV is the
third one on the left.

[SMART] He may be
watching us, walk casually.

His light's on, Max.

Okay, I'll go in
and you cover me.

Max, I don't have a gun.

Okay, then you go
in and I'll cover you.

Max!

[SMART] I've got
a gun for you, 99.

Max, this looks like a
tootsie roll with a trigger.

What do you say when you use
this, put your finger up?

Well, it may not
look like much, 99,

but when you attach
this noiser to it.

- Noiser?
- A bang becomes a boom.

[KNOCKING]

This is Maxwell
Smart, open up, Major.

[CLICKING]

He turned his lights off.

[KNOCKING]

Major, open up.

[THUDS]
[TENSE MUSIC]

[ENGINE RUMBLES]

[CLATTERING]

Missed it by that much.

[TIRES SQUEAL]

[BOOMING]

[TIRES SQUEAL]

[TENSE MUSIC]

[CLATTERING]

[TENSE MUSIC]

He's still breathing, 99.

[99] Good.

Hello, this is Maxwell Smart.

Major Waterhouse is
our double agent.

I want you to send an ambulance

to the Potomac
Creek Trailer Park.

[WOMAN] What?

Who is this?

[WOMAN] Minnie Lepkowitz.

Minnie Lepkowitz?

What department are you in?

[MINNIE] Lingerie
for small and tall.

Lingerie for small and tall?

- Sorry, wrong number.
- Bye.

Max!

- Hello, this is Maxwell...
- Lingerie for small and tall.

Minnie?

- Sorry.
- That's okay.

Max, look...

- Hello, this...
- Lingerie for small and tall.

Minnie,

- will ya do me a favor?
- Sure.

I want you to call this number.

555-9300 and tell 'em
to send an ambulance

to the Potomac
Creek Trailer Park.

[MINNIE] You're joking.

No, I'm not joking, I'm
telling you the truth.

[MINNIE] How do I know that?

Minnie, have I ever lied to ya?

- No.
- Thanks.

Max, this is a xerox
of pages from my book.

Then your hunch was right.

There is a connection between
KAOS and the book company.

What pages?

Chapter 14, the one about you.

You didn't get to
me until chapter 14?

What else was there
to write about?

Oh, Max, there were
lots of fascinating cases.

Really, like what?

Well, you remember Agent 95.

Yes.

Remember the time he
was kidnapped by KAOS

and when we got him
back he was a total loss

and how he ranted and raved

and we couldn't
understand a word he said.

Whatever happened to Agent 95?

He went into politics.

[TENSE MUSIC]

Siegfried, I have bad news.

Shtarker, that's terrible.

All right, I have terrible news.

We no longer have
an agent in place.

The major has been taken
prisoner by Maxwell Smart.

Smart, Smart, Smart, I have
had it with Smart, up to here!

I think maybe we should
try and get rid of him.

You think we should
get rid of him?

What a brilliant idea.

[SPEAKS FOREIGN LANGUAGE]

I have a plan.

I will arrange a truce.

Smart and I will meet, as
we have met in the past,

but it will be our last meeting.

I will personally eliminate him!

Well, you'd better
do it quick, Siegfried,

before they try and
make the major talk.

Do you think the major will talk

or will he swallow
his poisoned pill?

He will do exactly
as you or I would do.

Then how do we stop
him from talking?

Bad news, sir, we can't
interrogate Major Waterhouse.

He took three poisoned
pills, one after each meal.

What kind of
prescription is that, Max?

Well, 99, it's a
good thing we don't use

the KAOS pharmacy,
listen to this.

Caution, do not drive if
drowsiness or death occurs.

Well, the good news is
we've eliminated the mole,

but the bad news is we've
also eliminated our best lead

to finding the mastermind
behind this KAOS plot.

We've still got the
book company, sir.

Yes, who would have
access to your manuscript?

Well, there's Lisa
Spencer my editor,

and she has there
or four assistants.

There's the publisher.

For that matter, it could be
anyone at the book company.

Why's that?

They don't keep my
manuscript under lock and key.

Anyone could've copied it.

Obviously, someone did.

KAOS could've bribed
someone at the book company.

I'll follow up on that, sir.

[CLEARS THROAT]
I mean,

the agency might want
to investigate that.

Mrs. Smart, at
first I was upset

at your accidental
involvement in this case,

but when it became apparent
that your knowledge

and your expertise
could be invaluable,

well, I conferred with the
president and he agrees with me.

I'm reactivating you,
effective immediately.

Thank you very much, Commander.

Excuse me, Commander,
Schmelding is here.

What's a schmelding?

Professor Helmut Schmelding,

better known to you
as Hamlet Spalding.

We managed to
decipher the tapes.

Of course, Helmut Schmelding.

Hamlet Spalding!

Who is Helmet Schmelling?

Dr. Helmut Schmelding
is a world renowned

atmospheric physicist
and probably the only man

capable of dismantling
the KAOS weather machine.

Send him in.

Who?

Dr. Helmut Schmelding.

Good idea.

All right, Siegfried,
hold it right there.

One move and you're an obituary.

Max, this is Dr.
Helmut Schmelding.

This is not Dr.
Helmut Schmelding.

This is Conrad
Siegfried a KAOS killer.

Am I right, 99?

He certainly looks like him.

Commander, this man and
this number are mistaken.

Look, I can prove it.

Drop that gun.

Drop that card.

Listen to what my card says.

Professor Helmut Schmelding,

world renowned
atmospheric physicist.

Anyone can print a card.

Yeah, but this is
engraved and in four colors.

It's not a cheapy.

Let me see that.

Oh, yes, engraved, four colors.

What do you think, 99?

Professor Schmelding's
resemblance to
Siegfried is uncanny

even the scar is the same.

I got in a duel in Heidelberg.

With whom?

My, all right, all
right, I confess.

That good for nothing
Siegfried is my brother.

How come you have
different last names?

Schmelding is my
mother's maiden name.

That's remarkable.

You're truly identical twins.

Actually, identical triplets.

You mean you and
Siegfried are triplets?

No, there are three of us.

You mean to tell me that
you have another brother

who looks exactly like
you and Siegfried?

No, a sister.

I bet she has a tough
time getting dates.

[PHONE RINGS]

Yes, sir, Mr. President.

[PRESIDENT] Activate
your video screen.

What, now?

[PRESIDENT] It's KAOS.

Yes, sir.

That was the president.

KAOS is preparing to broadcast
on our restricted network.

Larrabee, turn on the TV.

I think Hymie
should be in on this.

Hymie, drop everything
and get in here!

[CLATTERING]

[GUITAR STRUMS]

♪ Follow my instructions
and we'll have no problems

♪ Pay the ransom quickly
or else it's kaput

♪ Or else it's kaput

Our leader is not pleased
that you have reactivated

yourselves and Maxwell
Smart, so in retaliation

I am now reducing the
payoff time to 72 hours.

Furthermore, I demand a
meeting with Maxwell Smart

to discuss how the $250
billion will be delivered.

Act immediately or else

I will sing again.

I don't like it.

You don't need a meeting
to discuss a payoff.

I agree, 99, there's
something rotten in Detroit.

That's Denmark, Max.

Oh, well,

things haven't been that
great in Detroit either.

They've given us 72
hours, it can't be done.

I have a plan, sir.

Good, let's hear it.

And remember, everyone,

what Max says is not to be
taken outside this room.

Well, if this is top secret,

then it should have
maximum security.

No hover cover.

I can understand
your feelings, sir,

but the manual clearly
states that we should have

an anti-bugging device in a
maximum security situation.

Fortunately, we have a backup.

Dr. Denton's hall of hush.

The hall of hush represents
the crowning achievement

in my already brilliant career.

It is capable of defeating
the most sophisticated

bugging devices.

How, you may ask.

I wouldn't ask that.

We do it by converting
speech into silence.

When I close this door
and the red light goes on,

the voice mufflers
will be activated,

and you will be able to
see, and I emphasize see,

what my genius has wrought.

[BEEPING]

[SOFT TINKLING MUSIC]

[BEEPS]

The security manual
no longer exists.

Now, Smart, you will
tell me your plan,

you will tell it to me now,
and you will tell it to me

in front of all these people.

We capture Siegfried,
substitute Schmelding for him,

then we follow Schmelding
to KAOS headquarters.

He'll let us in.

It's the old, old
Trojan horse trick.

That could work.

99, are you sure
this isn't your idea?

No, it was Max's.

Professor,

how do you feel about
impersonating your brother?

Not good, I really
don't want to get involved

in any spy hocus pocus.

But, Professor,
once we locate KAOS,

we can destroy
their evil machine,

and once and for all make
the world safe for shopping,

shopping, shopping,

- shopping.
- Oh my, he's in a verbal

- S mode!
- Scheme, sleeping,

sledding, sandwiches,
sex, singing.

♪ Flonnie, how I love
ya, how I love ya

♪ My dear old

Sorry, sir, sir, sir, sir.

Gentlemen, we are
losing valuable time.

Professor, I know we're
asking you to do a lot more

than you bargained for, but we
really don't have any choice.

The fate of our
country's at stake.

You're the only one who
can impersonate Siegfried,

because you're the only
one who looks like him.

Unless of course your
sister is in town.

All right, I'll give it a try.

Thank you, Professor,
thank you very, very much.

Hymie, put the word
out on the street

that Max will meet
with Siegfried.

Other than being my brother,

what is the worst thing
that could happen to me?

Well, you could be killed.

Oh, boy.

Or you might have
to kill someone.

No, you can't ask
me to kill a person.

I'm a scientist.

We only do continents,
countries, occasionally
a convention,

but a person, never.

Oh no, Commander did
I hear you tell Hymie

to put the word
out on the street?

Yes.

Come on, Max!

[TENSE MUSIC]

[GROANS]

[TENSE MUSIC]

Well, we'll just
have to chalk this up

to a precious waste
of time and chalk.

[TENSE MUSIC]

[SPEAKS FOREIGN LANGUAGE]

Shtarker, [SPEAKS
FOREIGN LANGUAGE].

Siegfried, what is it?

Oh, Siegfried,

you really should speak
with the cleaning crews.

They seem to have missed
this huge slab of concrete

on your desk.

[SPEAKS FOREIGN LANGUAGE]

Smart's message is
written on this concrete.

I see.

What exactly does this mean?

I think the meaning
is perfectly clear.

Walter loves Eddie.

No, you stupid,
in the orange chalk.

Maxwell Smart will
meet with Siegfried.

Yippee-yi-o-ki-yay!

Shtarker, this is KAOS.

We don't
yippee-yi-o-ki-yay here!

Forgive me, I know we don't
yippee-yi-o-ki-yay here.

Occasionally, a restrained
ya-hoo is all right.

[PHONE RINGS]

- Siegfried's office.
- Shtarker.

Ja, my leader.

[LEADER] What is going on there?

We have good news for you.

I tell the good news.

[SPEAKS FOREIGN LANGUAGE]

Maxwell Smart has
agreed to meet with me.

If you have nothing better
to do this afternoon,

you might find it amusing
to attend his funeral.

[SPEAKS FOREIGN LANGUAGE]

[LEADER] Carry on.

[SPEAKS FOREIGN LANGUAGE]

He's putting it on his calendar.

Ya-hoo!

[TENSE MUSIC]

I gotta remember
this is not automatic.

Max, I can't believe
me, I'm all butterflies.

Do you realize
how long it's been

since we've done something
this exciting together?

What was wrong
with Tuesday night?

Max, Siegfried's here.

What made Smart pick this park?

Smart is a sentimentalist.

This is where Maxwell
and I first met,

under that tree on that
teeny-weeny bench there.

[SPEAKS FOREIGN LANGUAGE]

Well, Siegfried, you're
looking as evil as ever.

And you, Smart, you're
looking remarkably well,

I'm sorry to say.

Do you mind if we frisk
ourselves in a private place?

Siegfried!

As we agreed
inside the building.

Oh, okay.

All right, let's get
the frisking over with.

Okay, I'll frisk you first.

Why can't I frisk you first?

Because I said first
that I'll frisk you first.

What if you frisk me
first and don't find a gun,

then before I can frisk you,

you put out your
gun and shoot me?

I wouldn't do that.

I would, that's why
I wanted to go first.

Okay, Siegfried,
I've got an idea.

What is it?

I'll frisk half of you,

then you frisk half of me,

then I'll frisk the
other half of you,

then you frisk the
other half of me.

- Then...
- Maxwell, you stupid,

I called this meeting, if
I can't frisk you first,

I'm leaving.

All right, all right,
you can frisk me first.

[SUSPENSEFUL MUSIC]

What is this?

They're my suicide pills.

Suicide pills?

Yes, they come in
all different flavors:

orange, raspberry, strawberry.

Raspberry?

Would you like to try one?

[SUSPENSEFUL MUSIC]

Happy?

Okay, now I frisk you.

No!

Or else you would find
this, hands up, Smart!

[TENSE MUSIC]

Okay, I'll put up my hands and

my foot.

[TENSE MUSIC]

The new and improved
version from KAOS.

[TENSE MUSIC]

Surprise.

[TENSE MUSIC]

Hymie,

bring in the professor.

[SIEGFRIED] Helmut.

Hello, Conrad.

What are you doing here,
where did you come from?

Berlin.

How is Mother?

Why ask now?

You don't care, you never
call, you never write.

How well I know that feeling.

Hymie.

I wrote, you never
gave her my letters.

Liar.

[SPEAKS FOREIGN LANGUAGE]

All right, enough of
this family chitchat.

Siegfried, strip.

What do you have in mind?

Give your clothes
to the professor.

So that's it?

You're going to have goody
two-shoes impersonate me.

Ridiculous, it won't work.

He's a teacher's pet, this
sissy, a knockwurst polisher.

Name one person in
KAOS who will believe

he's Siegfried the malevolent.

Shtarker will believe
it, and that's all we need.

True.

Ah, Smart, how can you do this?

We had the equivalent
of a truce,

and you have betrayed me.

I have betrayed you?

You were going to kill me.

Yes, but I'm evil and cold.

Could I have the bathrobe?

Well, Siegfried, we
did have sort of a truce.

Well, what are you
going to do about it?

Well, after this is all
over, I'm gonna release you,

and you can keep the
bathrobe forever.

Hymie, get him outta here.

[SPEAKS FOREIGN LANGUAGE]

And you can quote me.

All right, Maxwell,

do I look all right?

No, you look just
like Siegfried.

It's perfect.

You ready?

I'm ready.

[GUN BANGS]

Get going, you just
killed Maxwell Smart.

[TENSE MUSIC]

[TIRES SQUEAL]

[TENSE MUSIC]

[YELLS]

Step on it, Maxwell,
we'll lose them.

What's the matter?

I can't get it out of reverse.

You must've jammed it.

Where's the manual?

Look in the glove compartment.

[TENSE MUSIC]

It's not in here.

They're gonna get away, Max.

No, they're not.

[TENSE MUSIC]

Must've gone into one
of these buildings.

[99] Do you think it'll
occur to the professor

to leave a door open?

Siegfried, you
left the door open.

Oh, how careless of me.

Shtarker, I think I lost
my pen, I'll be right back.

Max, most of these
buildings are warehouses.

I know that, 99.

Pinter, Dimnete, and
Stone has a warehouse

in this part of town.

Why don't we look for a
building with books in it?

What are you doing?

Oh, I thought I might've
dropped my pen outside.

It's only a pen, we have
hundreds of them, let's go.

Siegfried.

Yeah?

You left the door open again.

What is with me today?

[LOCK CLICKS]

[TENSE MUSIC]

It's locked.

It's a deadbolt, Max.

You can't open this
door with a credit card.

This is Dr. Denton's
laser beam credit card.

[BEEPS]

[CRACKLING]

Ah, this belongs in the lab.

Would you open the
door for me, Siegfried?

I don't seem to have my key.

Key?

I don't remember the code.

Oh, hold this for
me for a moment.

Let me refresh your
memory, Siegfried.

First, you take a copy of a book

that begins with the
letter I, Ivanhoe.

Then, you take a copy
of a book that begins

with the letter N,
Nicholas Nickleby.

You put them
together, you have IN.

[TENSE MUSIC]

Oh.

Move.

[TENSE MUSIC]

[CRACKLING]

[GROANS]
[SIZZLING]

[BEEPS]

[TENSE MUSIC]

Max, do you mind if I
try something out on you?

Well, shouldn't we wait
till the mission is over, 99?

No, Max, it's apparent
who's the mastermind

behind this operation.

I thought so myself.

Who?

My publisher Nicholas Dimente.

He learned about KAOS,
about Dr. Hottentot,

even about you
from my manuscript.

Oh, Max, I divulged too much.

I didn't need to list all
of your idiosyncrasies.

My idiosyncrasies?

Pages 127 to 145.

Why couldn't ya
just write a diet book

like everybody else?

Oh, Max, it was me who
put your life in danger.

I'll never forgive
myself for that, Max.

I'll never forgive myself.

Ya have to forgive yourself, 99.

Okay.

But you could
take a little time.

[SOFT CHATTERING]

Did ya hear that?

It sounded like the professor.

It came from down there.

Max, look.

Hansel and Gretel.

Max, do you remember the
story of Hansel and Gretel?

Of course, 99, but I don't
have time to tell it to ya now.

The children use
crumbs to leave a trail.

The professor used
books instead of crumbs.

Well, we're lucky
there's still a trail,

but then again, there are
very few birds that eat books.

We're out of books.

Where's headquarters?

Where's Dimente?

What makes you so
sure it's Dimente?

Couldn't it be
your editor, Lisa?

It has to be Dimente.

Have I ever met him?

No, I don't think so.

Little under six feet
tall, gray hair, black brows,

a mustache?

Yes, when did you meet him?

Just now.

[GASPS]

Well, Mr. Smart.

Don't you think this is
a little out of fashion,

to say nothing of barbaric?

Extremely uncivilized,

but definitely pragmatic.

Your book portrays you
as an escape artist

of extraordinary caliber.

I didn't wanna become a new
chapter in the revised edition.

I can't reconcile
your working with KAOS.

I am KAOS.

I acquired the controlling
shares a year ago.

But you're a
prestigious publisher,

a man who believes in
education, a man who...

There are 40 million
people in our country

who cannot read or write
over the fourth-grade level.

What does that
have to do with KAOS?

With $250 billion, KAOS will
publish the 150 great books,

make them required reading.

Those who don't read
them will be killed.

But Americans will be forced
to learn from Aristotle,

Euclid, Shakespeare, Twain.

You're mad.

What would you do, Mr. Smart?

I would appeal to the
conscience of the president

and the congress and ask
them to cut down on defense

and spend more
money on education.

And you call me mad?

You can't make people read.

I can now that I have
the Hottentot formula.

What does controlling the
weather have to do with reading?

Everything.

Inclement weather forces
people to remain indoors.

There's always television.

Wreak havoc with
atmospheric conditions,

and you eliminate the
transmission of television.

People will have nothing to
do in their homes but read.

Well, almost nothing.

Dimente, your demented
plan will not work.

[DIMENTE] Why not?

Because at this very
moment this warehouse

is being surrounded by 100
cops with doberman pincers.

Would you believe it?

100 cops with doberman pincers.

I find that hard to believe.

Would you believe 10 security
guards and a bloodhound?

I don't think so.

How 'bout a boy
scout with rabies?

Mr. Smart, there
is no force on earth

capable of stopping me.

I can burn towns, freeze cities.

I can electrocute countries.

I can drown the city that
houses your finest minds,

your most brilliant intellects.

Well, at least
Washington is safe.

Think of it, Mr. Smart.

With a push of a button,

I can create weather
around the world

or right in this laboratory.

Snow storms,
hurricanes, tornadoes,

or lightning.

[LIGHTNING CRACKS]
[SIZZLING]

What do you have to
say now, Mr. Smart?

It's a brilliant plan, Dimente.

Too bad for you we
found out about it.

Too bad for you,

because now I'm gonna
have to kill you.

Well, I knew it was
too bad for somebody.

Mr. Smart, you have
an admirable spirit.

Oh, I regret that we
were unable to meet

under more favorable conditions.

I'll see you in the
morning for breakfast,

or final requests.

99, I think he's the wrong
publisher for your book.

Folks, we can't afford to
hang around here much longer.

If only we had our
old inflato-coats.

We have better than that.

I've got a designer
destructo-coat by Dr. Denton.

See if you can press
my cuff buttons

to one-two-one-two.

[BEEPS]

[TENSE MUSIC]
[SWOOSHING]

Okay, one down, three to go.

[TENSE MUSIC]
[BEEPING]

[CRACKLING]

All right,

take this card and unchain
Beamish and Schmelding.

I'm gonna call headquarters.

[BEEPS]

This is Maxwell, Smart, put
me through to the commander.

I have vital information.

[MINNIE] Hello, this is Minnie...

Minnie, get off the line,
this is an actual emergency.

[MINNIE] With cup size, at the beep.

It's her answering machine.

Oh, Maxwell, you can't ask
me to demolish this machine.

It's a work of genius.

It's so simple,
everything is marked.

You press a button,
you get rain.

You press another...

Destroy it, Professor.

But it's all we have
left of Hottentot.

Orders are orders.

Beamish, you've been here
longest, what are we up against?

Far as I can tell, it's
only two guards and Shtarker.

Let's take 'em.

They've got guns.

Yes, but we have the
element of surprise.

[THUDS]

[TENSE MUSIC]

We've gotta split up.

99, you go that way,
I'll go that way.

Beamish, you go that way.

[CLATTERING]

Get them!

[TENSE MUSIC]

[GROANS]
[CLANKS]

[TENSE MUSIC]

[YELLS]

[TENSE MUSIC]

[GASPS]

[CLANKS]
[TENSE MUSIC]

[CHUCKLES]

[TENSE MUSIC]

[CLANKING]

[TENSE MUSIC]

[SWORDS CLANK]

[YELLS]
[THUDS]

[TENSE MUSIC]

[YELLS]

Nobody gets through
War and Peace.

[GROANS]

[TENSE MUSIC]

[CLANKING]
[GROANS]

[TENSE MUSIC]

[CLANKING]
[GROANS]

Missed me by that much.

[GROANS]
[THUDS]

[SWORDS CLANK]
[GROANS]

[CHUCKLES]

[SWORDS CLANK]
[GROANS]

[TENSE MUSIC]

[GROANS]

[TENSE MUSIC]

[SWORDS CLANK]
[GROANS]

[THUDS]

[CLANKING]
[TENSE MUSIC]

Max!

[THUDS]

Max, that was fantastic.

Yes, well, 99, it
only goes to prove

that the pen is
mightier than the sword.

Mr. Smart!

That was my best brush
with death so far.

99, I want you and
Beamish to tie up Shtarker

and the other two, then
call headquarters for help.

I'm gonna see how
the professor is.

Right, Max.

[TENSE MUSIC]

Professor.

Mr. Smart,

you have a most irritating
habit of complicating my life.

We've captured your
men, it's all over.

[CHUCKLES]

You do have a
style, Mr. Smart.

Where would you like it?

I'll give it to you
anywhere you want.

How about Philadelphia?

[TENSE MUSIC]
[SWOOSHING]

You call headquarters.

I want to see how Max and
the professor are doing.

Okay.

[TENSE MUSIC]

[GUN BANGS]

[TENSE MUSIC]

[THUDS]

[TENSE MUSIC]

[LIGHTNING CRACKLES]

[SIZZLING]
[GROANS]

Oh, Max, how horrible.

Well, he deserved it, 99.

He was nothing
but a KAOS killer.

Sometimes I wonder if
we're any better, Max.

What are you talking about, 99?

We have to kill and
maim and destroy.

We stand for everything
that's good and fine

and decent in the world.

[FOOTSTEPS TAP]

Help is on the way and yuck.

Professor!

Are you okay?

I'm all right.

But I'm telling you, Beamish,
a career change at my age

is not a good idea.

Oh, I'm aching, I'm paining.

However, Professor,
we did save the world.

It wasn't worth it.

It's just like old times, Max.

We did it.

Let's do it again.

Max, Beamish and the
professor are watching.

Let's wait until we get home.

I can't.

[GENTLE MUSIC]

99, I love you better
than the whole world.

Would you believe
it, the whole world?

Oh, Max, I believe it.

[GENTLE MUSIC]

[EXCITING RHYTHMIC MUSIC]

[SWOOSHING]

[EXCITING MUSIC]