This is a fan fiction based upon the characters created by Buck Henry and Mel Brooks in the award winning show, Get Smart. Please read and enjoy! Also, be sure to review. I would like to know how the readers like this story.

Max pulled up to the apartment and slammed the door of his red Sunbeam Tiger. As he entered the apartment building there streaks of heated water streaming down his reddened cheeks. His eyes were slightly puffed and his nose tipped with a thin layer of mucous. Constantly, Max was swiping at his face as if there were an annoying insect hovering about and he hung his head as low as possible as he marched forward.

At the door of his apartment, Max felt the tears burning down his cheeks and his throat was sore from holding down the large lump in his throat. Once again, his relationship had failed. He had been seeing a girl that he thought he was somewhat interested in, but nothing extremely serious. However, it hurt nonetheless that she had broken it off with him due to the fact that Max was a classical case of a closed book, a hard man to know, and anything else that would magnify the fact that he couldn't speak truly of anything beyond his name and childhood.

The door slammed behind him and he used a new remote control to lock the door without dealing with manually with the many combination locks running along the side of it. His hands were trembling in such a manner that he knew for a fact that he wouldn't be able to accurately turn each one individually in the meticulous way that they needed to be. Immediately, he plopped onto the couch and he put a hand on his forehead.

It wasn't the fact that he liked the girl. In fact, it was quite the opposite. Although she was attractive, had long golden locks flowing down her back just past shoulder length, had blue eyes that were piercing like ocean waves that sparkled at sunset, and had full, heart-shaped lips that were coral colored, he found that she was much less the woman he was looking for.

His first objection had been to her name: Ophelia. It was perhaps the second-worst name he had ever heard and calling out to her was equally disgusting. When he said her name it was like shoving trashing into each eardrum...the vibrations simply didn't tremor in the amorous way that they should have. Next, Max disdained the fact that she was constantly being a busy-body, although he could understand why she had been so investigative. He couldn't even mention his real occupation and the whole greeting-card salesman bit wasn't flying much with Ophelia. She consistently complained that they spoke of trival facts and she had exhausted every facet of the three stories Max did choose to tell.

Those annoyances aside, Max concluded that he didn't really have feelings for the girl. The emotions that were creeping up at the moment were those that pertained to the fact that he could never have a real relationship. He was in his mid-forties and, thanks to his commitment to his nation's freedom, Max was bound not to mention the intricacies of his life, but even if he were allowed, he knew that no one would be able to understand him.

Well, there was one person, a person that he knew to the depths of his soul that he was in love with. However, it was also duty that held him back from making a bold confession to her. Should he do so, any KAOS agent to come along would be duty bound to use their emotions as weapons of mass destruction against them.

The phone rang and Max cleared his throat before picking up. "Hello?" However, yet another ring reverberated in the room. It was then that Max plucked his shoe off and answered, "Hello?"

"Ello, Max."

"007?"

"Yeah, it's me."

"How did you get this number? This is an unlisted shoe!"

"I called up the Chief and asked if I could get it so that I could get in touch with you."

Max rolled his eyes and reminded himself that he must be more careful about to whom to give his shoe number to. However, he remembered that it was the Chief who assigned the number to him in the first place. "Alright, well what would you like to know?"

"Well, we could beat around the bush with some stuff about 'how've you been' or I could cut to the chase and ask whether or not you confessed to 99 about how you feel about her?"

"I prefer the first option."

In an angered voice he immediately replied, "You didn't, did you?"

"We haven't gotten to that yet, 007. Now, I'm good, but how about yourself?"

"Max!"

In a miffed expression, he remarked, "I was just being polite."

"Max, please. I thought that we had this discussion? You may never get another chance. Didn't almost losing 99 teach you anything?"

His voice grew pinched and annoyed. "Well, I didn't lose her-and who said that she has to know? I would rather that she be safe than to risk her life at the cost of feelings."

"Max, she could have died in Germany-especially on account of your obviousfeelings," Bond emphasized. "What are you really afraid of?" The other end grew silent and it was then that Bond hesitantly added, "You always blame your 'duty' as the culprit, but I think it's deeper. Maybe you're afraid to be happy with 99, that things may actually work out."

Again tears crept up and Max was forced to swallow the lump in his throat. Max thought back to the prior mission. 99 had been captured by KAOS and corrupt men from the United Embassy that had been bribed to sell out their countries in exchange for KAOS' protection. In turn, the United States was to be bombed and thanks to that discovery, they had decided to kill 99. In the meantime, they had used her as a lure, knowing that surely Max was to be sent after her. The Chief had thought to send along the famous James Bond after hiring him for the job. After nearly being killed, they had escaped.

He didn't want to admit it then, but had attempted to tell her. However, the romantic dinner that he set up for her had been seen as merely a platonic meeting to clear the air that her assumption that Max had no feelings for her was correct. At the time, he assumed that it had meant that she had moved on...that she had been hinting to him that there was no longer anything between them except for the usual business. Perhaps there was the friendship, but nothing more.

At the moment, though, Max thought that the candle wax and the scent of the dinner he had worked so hard on that night hadn't had enough time to fade away and therefore, he was not about to admit to their failure to lure the one he loved into his heart.

"I don't feel like talking tonight, 007. I have a very busy day, since I'm going back to CONTROL from vacation. Perhaps you could call again another time."

"Max-"

"Good night, 007," Max pressed.

"Good night, Max."