Max Smart is assigned on a mission with Agent 99 and a new agent 23 to go undercover in a mission in London to stop a madman, and his right-hand girl from launching a missle to America.
- Max Smart (Steve Carrell)
- Agent 99 (Anne Hathaway)
- Agent 23 (Chris Rock)
- Chief (Alan Arkin)
- HYMIE (Patrick Warbutton)
- Bruce (Masi Oka)
- Lloyd (Nate Torrence)
- Mad Louie Garth (Paul Giamatti) - the main antagonist
- Madam Mad (Lindsay Lohan) - Mad Louie's right-hand girl
Mad Louie blows up a factory in Italy and proclaims that he's coming to Britan, after Smart's first crime solve he has to be the one to stop him!