All right, so I saw Get Smart in the theaters last night and my brain hasn't stopped buzzing since. It's definitely a different 86 and 99 then I grew up watching on Nick at Night, but I really couldn't stop thinking about it... which lead to this story. I don't know if it's any good, but, then, I never do.

Oh, and this fic might be a little rough, I had a choice between making serious revisions and posting probably the first ever fic based on the movie. I stand by my choice.

People Are People

With the evil bakery safely dealt with, Max made his way back to his hotel room with rehearsed nonchalance.

Casually he crept into the room, made sure the door behind him was secure and anti-bugging devices were assuring his safety, before finally opening the small compartment in his cufflinks. Next he removed the tiny electronic key card from the compartment, slid it effortlessly between the nearly undetectable sensor between the numerical lock dials on his suitcase, triggering the hidden latch of the false bottom of the suitcase. Finally, he reached under the suitcase's false bottom, and took out his Wish Book.

He hadn't gone into the pet store yet and purchased Fang, so that wish was yet to be fulfilled, but he'd already crossed out "make full agent status," and he'd been nursing that wish for over twenty years. He looked down at the next line "thrust self into incredible danger (and love it)," and vigorous struck it out with his pen. Then he directed his gaze to the next line: "save the world." Well, the mission wasn't technically over, but he couldn't imagine anything going wrong from here, so he felt secure crossing that out as well. Max honestly couldn't believe how well everything was going; he and 99 really made a great team.

99. There was just something about her that made his head buzz. The way she said his name... the way she moved... the way she punched him repeatedly in the face for the slightest infraction... he'd finally found the girl he'd almost dreamed of.

Tentatively, Max took up his pen and wrote "Begin meaningful relationship with 99" on the next blank line.

Max was caught up in his reverie that he completely failed to notice the deadly trained KAOS assassin that had climbed silently up the walls of his hotel, deftly cut open the window his cat-like grace, quietly ninja-ed across the floor towards Max...

...Only to trip over his own feet, fall onto Max's bed, and finally bounce to the ground, impaled on his own weapon.

Max looked down at his attacker, awash in overwhelming pride at how much he'd come in the world. "So, it's come to this," he reflected, "clumsy assassins."

The KAOS agent tried to inch his way over the Max to take one last stab at him, quickly found his weapon was completely stuck in himself.

Max dialed headquarters on his wrist phone. "Larabee? This is Max. I need a clean-up for the floor of my hotel room."

"That's what she said," Larabee snickered.

Max wrinkled his nose in distaste. "You know, it's comments like that that drove your wife away."

There was a furious silence and Max could tell Larabee was trying to come up with an appropriate response, but just didn't have the mental prowess. Finally he grumbled "we'll send a clean-up team" and severed the connection.

Max flung himself back onto his now-bloody bed jubilantly. He had actually subdued an assassin in his own room! He couldn't wait to tell 99. He should run over to her room and tell her right now! No, he should go to her room with breakfast tomorrow morning and surprise her! Oh, sure, she had problems dating coworkers before and she'd made some cryptic comments about not being able to trust her partners, but he was sure he could overcome all that by telling her... um... telling her that...

Huh.

"Say," Max began cautiously to the man dying at his feet, "how do you feel about dating coworkers?"

"Strictly against KAOS policy," the man grunted.

"Really?" Max raised an eyebrow.

"Absolutely," The dying man nodded painfully. "They take you out back and shoot you in the face."

Max took a step back. "Wow, they really do frown on that on your side."

The other man nodded again. "I believe the exact phrasing is 'this is KAOS, we don't cuddle here.'"

Max gave a sympathetic wince. "All we have to do is sign a contract."

The KAOS agent somehow found time in his busy "dying" schedule to look a little more defeated. "Really? 'Cos there was this guy Hymie in the next terrorist cell over I really could have gone for, and if the policy was a little less 'bullet through the face...'"

"Hymie's actually a robot, you know" Max told him as gently as possible.

The dying man searched Max's face for any trace of humor and, finding none, slumped into himself just a little more. "Well, this day has been an emotional skull-balling."

Max silently concurred, but was honestly at a loss for anything else to say.

And so, there followed a silence.

"Hey, things aren't awkward between us now, are they?" the KAOS agent asked cautiously between coughing up large chunks of internal matter. "I mean, I know you CONTROL guys are pretty conservative."

"Actually," Max corrected, "CONTROL has some of the best benefits for same sex couple out there."

"Really?" the rival agent asked, riveted.

"Absolutely," Max nodded. "Why, if you were with us, when you finally bleed to death your life partner would be eligible for full spousal rights under CONTROL's life insurance policy."

"Wow," the man on the floor reflected, "did I ever pick the wrong side."

"Well, it happens," Max granted.

There followed an awkward pause.

"Hey, can I ask you something?" Max began nervously. "Do you find me attractive?"

"Um..." the KAOS agent fumbled.

"I mean, I'm not gay," Max continued, "but I just lost a lot of weight and..."

"Hey, stop right there." the dying man broke in. "You can't let the person you used to be hold you down."

"Yeah?" Max said hopefully.

"Absolutely," the other man nodded, dispensing a fair amount of blood in the process. "You're always going to be carrying around that image of yourself in your head, but you have to be able to look in the mirror and say 'no, this is me. This is who I am now.'"

Max nodded gratefully. "You know, I'm really getting a lot out of this conversation."

"Yeah," the dying man agreed, "I feel like I can really open up to you."

Max was struck by the desire to give the man his speech about understanding that both sides were really human beings at heart, but somewhere around his second dramatic pause man on the floor finally bled out, which kind of killed the friendly mood.

Max slumped his head mournfully. "Why is it so hard for me to make new friends?"