Author's notes: While many actors whom I've enjoyed watching over the years have recently passed away, Culp's sudden death in March left me in a tailspin. He didn't look like someone who would die that fast. A day later, this story came in my head. While normally Bill is not the character I write or center my stories around, which made this story a little more difficult to write on top of its nature, I've always respected the character and personality of both character and actor. Please understand as you read the story, while I will potentially get the character wrong at times, it is my tribute to the character and to Mr. Culp himself.


Bill Maxwell had a wonderful life - an excellent career in the agency that started out small, but only increased in importance when he was teamed up with a school teacher and a superhero suit from a bunch of aliens.

He had seen many dangers and many obstacles, but between himself and teammate Ralph Hinkley, they were able to help make the world a better place.

As his career and time progressed, things changed. Ralph and Pam ended up adopting a daughter, and the days of the two working full time in the "bust and badge 'em" career slowed down. That didn't mean that neither had any scenarios that were literally the end of the world if they failed, but the as the years progressed, the days of a typical bust were fewer and far between.

Eventually, those days slowed to a stop as Bill retired from the field and became a teacher at the agency, training students in the skills he learned as an agent. It wasn't easy teaching the students, particularly a certain "favorite ravioli" as he put it, but he realized the more he helped these students, the better the agency would be - especially if the green guys also decided to retire him and give his younger friend Ralph a new partner.

But, as with everything, life sometimes takes a turn for the bizarre. One day, Bill getting ready to go for a jog when he felt a sharp pain in his back. Feeling a little dizzy from the pain, which radiated through his ribcage, he decided to lie down and take a breather, trying to stop the pain …

… They say that the one that gets you is the one that you least expect.


A few weeks after Bill's funeral, Ralph and Pam were in his apartment. Ralph had been named the executor of Bill's will and next of kin just in case something happened, so the landlady had no problems letting the couple in. Their daughter was outside gathering boxes and other supplies to bring in so they could finish packing up the few remaining items in the nearly vacant apartment, as most had been taken by those who Bill bequeathed his items to or were donated to Goodwill, and clean it.

Pam walked over to the closet and opened the door. Inside she saw Bill's favorite fishing hat as well as his jacket with all the military badges on them. Grabbing the hat and holding it, Pam then looked through the closet and found other items still inside. A set of magnets with a little note reading "The one type of attraction the Kid didn't want," referring to the time Ralph became an electromagnet, a clown nose remembering the time the duo had to go undercover at a circus… just little bits and pieces of memories that the trio shared over the past few decades.

She started to cry softly, and Ralph walked over to hug her. Pam handed her husband the well-worn and loved fishing hat. "You want to put it on to make sure he wasn't really kidnapped again instead," she said, still remembering the time when Bill had been kidnapped by Streigel, who faked Bill's death to attempt to throw people off the hunt.

Ralph nodded, and after loosening his collar to show the suit, put it on. All he got was the cemetery Bill was buried in, then the spaceship and frowned. "Yes, I'm sure Pam," he said, then chuckled. "Of course, if Bill were here he'd probably be ringing me up to tell me that he'd expect me here in the suit wearing his favorite fishing hat trying to find him by holograph."

Both chuckled softly, then sighed. "I miss him," said Ralph. "All the things we've been through, all the dangers and possible deaths we could've had, what got him was 'his ticker' as he always worried…"

Pam nodded, remembering how they found out. Both had just come back from a lovely breakfast when they saw a police car at their home. When the officer told them the news - that Bill had died suddenly at home, the news hit both with such force that they felt they had crashed into a train. It took both of them a long time to recover from the initial shock themselves, and then called their daughter at the college to let her know that her favorite "great uncle" had died. All three of them went through the grieving process in their own ways - but in the end, all of them made sure that as many of Bill's friends and acquaintances knew about his death.

His funeral had been simple as he wished, in the cemetery he wanted to reside in and a tombstone with an inscription that he always joked that he wanted - "Well here lies the fed who busted his acorn trying to do the right thing, he didn't lie, cheat, or steal--he was a good guy."

Pam shook her head, clearing it as she heard her adopted daughter come in. Nodding to the young woman where she could put the boxes and start packing, Pam turned to Ralph and continued. "At least he is at peace," she said, giving Ralph a knowing look.

The now mostly silver-haired man merely nodded, understanding what she meant. Per Bill's wishes, his grave was not empty. The green guys had honored his request to not be taken up with them into the spaceship and reanimated when he died. Sighing, he and Pam went to pick up some cleaning supplies and started work on the kitchen, still thinking about their time with Bill.

A few minutes later, a couple of coughs broke both out of their thoughts. Turning, they saw their daughter had entered the kitchen, and was turning an envelope in her hands. "Pam, Ralph, I found this in the corner of Bill's desk," she said, handing them a letter addressed to the duo. "There's also one to me, with a set of dog tags and a note to have his Army jacket."

The couple looked at the letter, wondering what could be inside. Afraid it might also contain some "classified" information regarding the suit, they realized they needed to read it alone.

*Still doing some things under the cover of a scenario,* Ralph mused. "OK, we have the jacket here. Why don't you go put it in the car and read that letter? I'm sure Bill would want you to do that," he said, handing her the item.

The young woman chuckled, remembering how Bill would "order" her around - but always with a glint in his eye. "Yeah, Great Uncle Bill was great… I wonder if he ever got that I meant the 'great' that way and not he was old," she said.

"I'm sure he did sweetheart," said Pam, giving her a hug then a gentle push. "We'll be in here if you need to talk."

The young woman nodded and left. Pam then turned to Ralph and shrugged. "Well, should we really open it with her here?" asked Pam. "I mean, what if there's something that is about the suit and…"

"I think we'll be fine, and if she walks back in, we can say it's a story Bill was working on before he died," said Ralph, opening the envelope.

When they unfolded the letter, they noticed it was in Bill's distinct writing - a little loopy at points, but mostly as sharp as his military mind. "Always hated typing and computers" said Ralph, and glancing at each other, sat down on the Murphy bed.

Ralph then read the contents out loud.

"Well, boys and girls, if you're reading this, it means that my number came up and am pushing up daisies at Forest Lawn. Or at least I hope so and the … green … guys haven't decided to reneg on our deal that I stay here on our little piece of the universe.

"I'm sure that both you two are besides yourself with grief and your little pipsquea… sorry, I know Counselor, your daughter… hopefully didn't do her 'lumber' impression when she found out. Still remember how sore I was catching her a couple of years ago when she found out her boyfriend had been severely hurt in that car crash."

"If she did, I hope that she gave the fellow who caught her ice cream for a month like she did me. Just remind her NOT the same flavor every day."

Both chuckled at the memory, because while Bill never got tired of seeing his "niece" he DID get tired of Neapolitan ice cream. They then read on.

"Anyway, enough with the drivel - you know it makes my eyes water. Then again, never have been good with goodbyes. I wanted to let you know that both of you are good troops. Kid - you're one in a million, and you have a great dame in the counselor…."

Before Pam could retort at the comment, Ralph raised his hand up and continued. "Now, Counselor - don't think I'm being a chauvinist pig here - I mean it. You're a great woman and a terrific third string utility. I've always thought it… if it weren't for ya sometimes we'd had our gooses cooked.

"What I want both of ya to do is to live your lives to the fullest - just like ya always have. Ya have a great daughter, good lives and friends in your former students and others who will help you through this.

"As far as your family… Take care of each other and that daughter of yours - she's had it rough as it is, what with her dealing with that old creep family and sometimes getting caught in the crossfire of our scenarios. She's a good kid - could almost follow in your footsteps rate she's going. Then again, I hope it's… their choice if she follows *exactly* in your footsteps.

"And… one more thing - don't give up on the suit Kid 'cause I ain't here no more. I'm sure that they'll get ya a partner as good as me. …"

Ralph rolled his eyes at the comment. "I don't need a new partner, I got the best one around," he said remembering vaguely that vow Bill made when Ralph had been shot so many years ago and the green guys helped them.

Pam put her arm around his shoulders as he then continued on.

"But, if 'they' decide to retire ya or hell worse, give ya to Villacana… how he figured out how to stop causing trouble I'll never know, know that you've done a hell of a job and it's been an honor being your partner.

"Ya stay out of trouble - or I'll let the green guys get me out of my bed and haunt you two. (Can't believe I said that).

"I love you troops - and miss you.

"(Signed) Bill."

Ralph took a deep breath and sighed, folding up the letter. Tears started to form in his eyes, and looking up at Pam, he noticed too she was crying. They hugged and after a while they felt a third person join in. Glancing back, they realized it was their daughter, who had climbed onto the bed from behind. "Are you OK," said Ralph, hurriedly putting the letter back in its envelope so she didn't read the "classified" information.

"Yeah, just read my letter from Bill, came in and saw you two crying and hugging," she said, wiping away a few tears. "I miss him."

"We all do and will sweetheart," said Pam as she then walked over to the closet as Ralph got up to finish cleaning the kitchen. "Why don't we finish this up and we can chat about your letter in a little while?"

The younger woman nodded and they continued to work in silence. About an hour later, the apartment was totally cleared of the items had been in Bill Maxwell's home for so many years.

As their daughter went out with the last box to put in the car, Ralph and Pam looked around and sighed. "Ralph, are you ready to go?" asked Pam.

The man looked around, not sure what to say. They were saying goodbye not to any apartment, but to a place and home where they had shared lots of laughs as well as scenarios with Bill. Before he could say anything, he noticed a glint in a corner he was sure they had cleaned out. Walking over and picking up the item, he saw it was a fishing lure - Bill's favorite, attached to the end of a communicator - one of the first ones the duo had.

There was a short clicking on it, and it talked "We'll… keep… in… touch" it said before it cut off.

Ralph and Pam looked at each other then up at the sky, wondering. "Do you think…" said Pam, pointing up.

"Well he did say he didn't want to travel with the green guys, and we didn't see the ship, but then what…" said Ralph.

Both chuckled, wondering if maybe Bill did decide to travel with the green guys - so all of them could be together to tell more stories once they took that trip to the ship for the last time.

Ralph glanced up. "Yeah, we will, Adios Kemosabe - for now," he said turning to switch off the light. He and Pam then walked out the apartment and shut the door, but sharing stories and memories of a dear friend who they lost far too soon.