Steve Carell was born to follow in Don Adams' shoe-phone footsteps as Maxwell Smart.

Michael Scott, the cringe-inducing buttoned-up manager played by Carell on NBC's "The Office," is just another step in the evolutionary scale of Adams' cringe-inducing buttoned-up spy on "Get Smart," the '60s TV series created by Mel Brooks and Buck Henry and starring Don Adams as Maxwell Smart, a k a Agent 86.

So sure were the producers of the 2008 big-screen version that Carell was their man, the role was his for the taking. But the actor, in true Michael Scott/Maxwell Smart fashion, was oblivious when he first walked into the conference room at Warner Bros. to discuss the film. He said the show was one of his favorites growing up, so he was excited about just the notion of playing the part.

"I thought I was auditioning," he related last summer in San Diego during Comic-Con International, "and I brought a picture and resume, and I thought, boy, usually you have to read a script and ... audition with somebody. And there was just a bunch of people sitting around a table, and they asked whether I wanted to play Maxwell Smart."

Carell said yes.

"And it was one of those surreal moments in my life, certainly."

With Carell, it's often hard to tell when he's projecting a persona -- not unlike his former "Daily Show" co-star, Stephen Colbert. But when he speaks of the original Max, the sincerity is evident.

"I have such respect for Don Adams and what he did. I think what we're all trying to do is honor the original and take absolutely nothing away from it. Frankly I don't think I could ever be as good as he was. I'm just trying to do the best job I can within the context of the movie. And it's an honor for me to be able to do it."

Adams, who won Emmys three straight years for the role, died in 2005.

Director Peter Segal ("50 First Dates") sought and got the blessing of Brooks and Henry, who have "consultant" credits on the new film, and showrunner Leonard Stern has a cameo.

"We are all huge fans of the original series, and there's no way we can ever achieve the greatness; we're living in their shadows," Segal said.

Fans are treated to nods to favorite characters and gadgets from the TV show, but almost everything gets a 21st-century update.

"Obviously, it's a different era," Segal explained. "That show was born in the Cold War era, and we've got a lot of political things to satirize today. It's very much in keeping with the original spirit, we did not want to stray from it, we're not re-inventing it all. We're just trying to be that other car in the garage next to the classic Corvette."

Seated along the onstage dais with Carell and Segal was Dwayne Johnson, who has dropped "The Rock" from his wrestling days and who plays a new character in the film, CONTROL Agent 23. Also on hand were Masi Oka ("Heroes") and Nate Torrence, playing buddies and gadget geeks a la James Bonds' Q, plus Ken Davitian ("Borat") as bad-guy sidekick Shtarker.

Carell arrived at the panel as a surprise and received a long and loud ovation from an audience that numbered in the thousands. He's silly in an understated way, while the effervescent Johnson, a fan favorite who got into the comedy genre with last year's "Game Plan," charmed the throng with his good humor, often putting in asides that cracked up his co-stars and fans.

Johnson said he jumped at the chance to play a role alongside Carell's Max.

"From the moment we sat down and we started reading it, and I got to watch Steve Carell become Maxwell Smart ... I remember e-mailing Pete Segal and saying Steve is going to be great at this, he's going to be awesome in this," Johnson recalled. "The experience was amazing."

When the subject changed to the notion that the budget "looks huge," the dour Davitian chimed in, "You people got paid?"

"I think the budget was $14 trillion," Carell countered.

The look of the film was something on Carell's mind as he approached his take on Max, who in this film is only recently put in the field after years as a CONTROL analyst, explaining some of his ineptness. His 86, though, is more capable at times than Adams' 86 ever was, and when Carell utters such familiar lines as "Missed it by that much" or "Sorry about that chief," they're straightforward -- the wink-wink, nudge-nudge to the past is in the inclusion, not the delivery.

"When we first started, what I pictured in my mind, what I wanted the movie to look like, was a comedic 'Bourne Identity,' " he said, then explained, "These people live in a real world, and it might be a parallel reality, but [it is] in a reality nonetheless. I never wanted the characters to indicate that they were in a comedy, because I think it's funnier if a character doesn't actually know that they're in a comedy. So this is a real world and the villains are quite ominous and scary, so I think in that way it will be both extremely funny and there'll be a sense of action and jeopardy to it, and so far as I can tell that's being achieved. So I'm very psyched about it."

He was also psyched about playing a spy: "I get to look like I am athletic, coordinated, intelligent and sexy, when as in real life, I am none of the above."

The Rock is all of those things, so it makes sense that his character is a mentor to Max. "He has a great relationship with Max. He loves Max and wants to see him succeed," Johnson said.

Did they have as much fun behind the scenes as they seem to be having on screen? The guys on the panel all turned to Carell.

"Pete Segal never wore pants the entire shooting schedule," he deadpanned. "And he never wore underwear, either. And I found that funny."

As Agent 99 would say, "Oh, Max."