**I don't own Get Smart, though I wish I did. This story is set between The Little Black Book and Don't Look back in season 3. I got the idea after watching a 1995 episode where 99 informs Zach that she knew her and Max were right when they were crawling through the sewers in Germany… there you have it.**

It was the day after Max's army buddy Sid left Washington. The previous night Max, Chief, 99 and Sid went out to dinner and to Max's surprise 99 and Sid really hit it of which obviously annoyed him. After dinner Max decided to go home and wallow in his own sorrows while Sid and 99 went out. Max wasn't sure where, but all he knew was that Sid didn't make it back to Max's apartment until the sun was starting to come up. Max was furious at both Sid and himself. He and Sid got into an argument and then Sid decided it best if he left.

Max was walking down the hallway to 99's office. He knocked on the open door and went in.

"Good morning, Max!" She said, happily, looking up from her deskwork.

"Hey, 99. I have a question for you."

"Alright, Max."

"What did you do last night?"

"Well, I had dinner with you, Chief and Sid." 99 said, shrugging. "Did you forget already?" Max sat down in a chair across from her desk and lit a cigarette.

"That's not what I mean, 99. I meant after. Sid didn't make it back to my apartment until early this morning."

"Oh, well, we went out for some after dinner drinks and then I went home."

"With Sid?"

"Max, I think you're jealous." 99 said, smiling.

"Jealous? I'm not jealous! Why-why would you think that, 99?" He stammered.

"Uh huh." She said, contently. "Well, no Max, I didn't bring Sid home if that is what you're asking me."

"Good." He said. "Because… well, that would just make things awkward." Max fidgeted in his seat. "Are you-are you going to see him again?"

"Oh Max, I don't know. Probably not."

"Really?" He asked, trying not to sound too hopeful.

"Well, I had a fun time but he wasn't really my type."

"He's not?"

"No," 99 started. "He's not."

"Well, what is your type then, 99?"

"Oh Max, you don't know? We've worked together for almost five years." She said, smiling.

"Well I know that but you never go out with anyone."

"That's not true."

"99, you don't. You pretty much spend all your free time with me." Max said before taking a drag of his cigarette. 99 looked at him as a light shade of pink brushed her cheeks.

"Max, 99, here you are." Larabee said, walking into 99's office. Max turned around and looked at him.

"What's up Larabee?"

"Chief needs to see you two in his office."

"Now?" 99 asked.

"He said it's urgent." Larabee responded. Max and 99 got up and followed Larabee to the Chief's office. They walked in and Max went over to Chief.

"What's up Chief?"

"I have a very important mission for you two."

"Important mission, huh Chief? Well, you called on the right agents. What's going on?"

"We've been asked to help the German branch of Control overthrow the East German government. I need you and 99 to report to Control in Germany immediately."

"Is that all the information you have?" 99 asked.

"You two will be filled in once you get to Control in Germany. That's all the information I have. I got a call from the President a few minutes ago and he said they requested the help of our two best agents." Chief got up and handed them each a ticked. "Here's your plane ticket and information on your hotel. You will be picked up at the airport by a German Control Agent. Once you get to your hotel room you'll be filled in on the assignment. Your plane leaves this evening so I would suggest going home and packing."

"Alright, Chief. We won't let you down." Max said.

"I should hope not. Because that would mean I'd have two funerals to go to. You'll be in danger the entire time, you know." Max smiled cockily, lent against Chief's desk and squinted his eyes.

"And, loving it!" Max turned to look at 99, "Come on, I'll drive you home so we can get packing."

"Right Max."

"Good luck, Max and 99. And please be careful."

"We will Chief." 99 said, smiling. Max and 99 left the Chief's office and headed to Max's red Sunbeam convertible. Max drove to 99's apartment, dropped her off and then headed home to pack himself. Once he was all packed and sure he had every gadget imaginable in his luggage he picked up the phone to call 99. After two rings she answered.

"Hello?"

"99 it's me."

"Hi Max, what's up?"

"I was just calling to see how much longer you'll be."

"I'm all done and ready to go."

"Alright, I'll head over to your place to get you and then we can be on our way."

"Right Max."

"See you in a bit, 99."

"Bye, Max." Max drove to 99's apartment, picked her up and then they went to the airport. After a very long plane ride Max and 99 were in West Berlin. They were met at the airport by a German Control agent and brought to their hotel. Once they were in their room the German Control Agent, Agent Bach, started filling them in on their mission.

"86, and 99 I'm not going to lie to you, you two have the most dangerous part in this mission."

"Which part is this?" Max asked.

"Let me start from the beginning," Bach started, "We have been contacted by East German radicals who are striving to bring down the Berlin Wall. They have requested our help."

"Tear down the Berlin Wall? Why, that's insane!" Max said.

"Yes. This is years and years in the planning and each small mission will lead up to hopefully, the removal of the Berlin Wall and the reuniting of East and West Germany. We hope to have the wall down sometime in the eighties."

"Eighties?" 99 asked.

"Uh, Bach, I hate to break this to you but it's 1968!" Max pointed out.

"We know. This will be a long and tedious process but one that needs to be addressed."

"So, what is the mission that we were given?" 99 asked.

"Tomorrow at midnight you and 86 will be responsible for getting into the East Berlin capital. You have a small part in the mission but it is very critical."

"So we just get into the building? Max asked confused. "Bach. I hate to break this to you but if you don't have men over here who can just walk into the building, you're in a lot of trouble."

"I agree with Max, why did you need us?" 99 asked.

"You two are the best. You have the highest success record of any Control agents. The mission is a little more complicated than just walking into the building. There is high security and the only way into the capital without being seen is through a complex series of tunnels under ground."

"That sounds like sewers, Bach." Max muttered.

"It won't be pleasant but it's the only way in."

"We get into the building and then what?" 99 asked.

"That's when we take over. We need you to find the security system and disarm it. Once that is done you will radio me, I'll be outside with twenty-five agents and we'll overpower all the guards, come in and then you and Agent 86 will leave. That's all we need you for."

"I still don't see why you need us." 99 said.

"We have one shot at this. One."

"Why one?" Max asked, looking at 99.

"They have just replaced all the guards and tomorrow night is their first night unsupervised. They are much less experienced than the previous guards, after tomorrow night they'll know what to do."

"How much time do we have?"

"Fifteen minutes to get in, turn off the system and radio me."

"Fifteen minutes, hey?" Max said. "We should be able to do that."

"It should take twenty-five minutes." Bach said.

"You're making us do a twenty five minute job in fifteen?" 99 asked. "That sounds like recipe for failure." 99 said.

"I don't think that sounds like a tasty dish." Max muttered.

"You'll need this radio." Bach said handing Max a two way radio. "I suggest silencers on your guns and bulletproof vests. I assume you have that?"

"Yes." 99 said.

"You two will be picked up at eleven tomorrow in a black unmarked car outside. You will be taken to the sewer entrance. Once you enter the sewer system you have fifteen minutes and no chance to contact anyone other than each other." Bach reached into his pocket and handed Max a piece of paper. "This is a map of the sewer system. I would suggest studying it and finding the quickest rout."

"Has anyone been underground yet?" 99 asked.

"No. You two will be the first. We couldn't afford to be caught snooping around. It would have paralyzed the mission."

"So we have no idea how accurate this map is?" Max asked. "I don't think I'm liking this."

"Please. You two are the only ones we feel that can do this."

"Well… alright. We will study the map, draw up a plan and hopefully talk to you tomorrow at or before twelve fifteen." Max said.

"Good luck tomorrow." Bach said getting up and exiting their hotel room. Once he was gone 99 turned to Max.

"Does this seem fishy to you?"

"Yes. And 99, I'm not a big fan of sea food." He said. Max turned the desk light on and started examining the sewer system. "99, this is insane." He said. 99 went over to him and lent over his shoulder. She saw a complex map of tunnels. Bach had placed a red X where the capital was and a black X where they were entering the sewer system.

"Oh Max, how are we suppose to know where to go?"

"I don't know, 99…"

"What should we bring with us?"

"Exploding toothpaste, gas bombs, and… 99 you didn't happen to pack the electronic security system locater, did you?" 99 went over to her bag and started digging through it. Max was getting very nervous when 99 produced it. "Good. That will probably be very helpful. I'll also bring the extendable ear."

"Good thinking, Max."

"Lots of ammunition, as well." He joked. "You hungry?"

"Starving." 99 said, still looking at the map.

"Ok. I'm going to order some room service. What do you want?"

"Whatever you're having is fine." 99 said. Max went over to the phone, placed their order and then sat down on the bed, he laid back against the headboard and turned the TV on. When there was a knock on the door 99 answered it and Max and 99 enjoyed their dinner without thinking about their case. After they ate Max called the Chief to fill him in on the details of the mission. While Max was on the phone 99 went back to the map and continued trying to figure out the quickest path to the capital. Two hours later she turned to Max. "I think I figured it out, Max." Max got off the bed and went over to the desk where 99 was sitting. He lent over her and examined her rout.

"Well, it looks good to me. Let's just hope we can get through this quickly. We still have to search the capital for the motherboard of the security system."

"Max, what if we can't do it in fifteen minutes?"

"We will. We've been given harder assignments than this before and we've done well."

"I just have a bad feeling about this, Max." Max gently started kneading her shoulders. 99's heart fluttered at the physical contact.

"Hey, you gotta stop thinking like that, 99. We'll be fine." Max looked at the clock and sighed, "We should probably hit the hay. It'll be easier to fine tune a plan tomorrow if we're well rested." Max said. 99 shook hear head agreeing with him. That's when 99 noticed that they were given a room with one bed. She looked at Max and Max returned her stare. "You take the bed. I'll sleep on the couch."

"No Max, it's fine. I can sleep on the couch."

"Too bad." He said, smiling. "I've had my heart set on it." Max grabbed his pajamas and headed into the bathroom to get ready for bed. 99 quickly changed while Max was in the bathroom and then waited for him to come out so she could brush her teeth. Max exited the bathroom and smiled at 99 before she went into the bathroom. He made his bed on the couch and laid down, draping one arm over his eyes. 99 came out of the bathroom, turned the light out and got into the bed.

"Max?"

"Huh?"

"Are you sure you're ok on the couch?" She asked after noticing his legs sticking off the ends.

"I'll be alright."

"Max, I wouldn't mind if you slept in the bed with me." She said, "I mean, we've spelt in the same bed before… a good night's sleep is important and I don't think you're going to get one on that little couch."

Max sighed, "I probably won't get one no matter where I'm sleeping." He said, removing his arm. 99 turned the bedside light on.

"Are you sure?"

Max smiled at her, "No. You-you really want me to?"

"Yes."

"I don't know. If Sid finds out he might get mad at me."

"Sid? What does Sid have anything to do with this?"

"Well, you're his girlfriend now." Max said.

"Enough. You know I'm not his girlfriend."

"I don't know anything, 99." He said, smiling. Max got off the couch and went over to the bed. He got in next to 99 and looked at her. "You tell Sid and he gets mad at me I'll be pretty upset."

"There is nothing to tell." She said, turning the light out and laying down. "And it's none of his business. Good night, Max."

"Night 99." Max responded settling in. After two hours of laying in the dark unable to sleep 99 sat up and sighed. The movement beside him woke Max up. He rolled over and looked at her. "Hey, you ok?" He asked softly.

"I can't turn my mind off."

"I'd say I know how that goes but most of the time I can't turn mine on." He joked. 99 smiled at him in the dark. Max sat up as well and 99 turned the light on and looked at Max. He was busy patting his messy hair down.

"Max, I can't shake this feeling."

"The feeling that this case is fishy and lacking a lot of information?"

"Yes, that feeling."

"Me either." He admitted.

"What if something happens to us? Or you…" 99 said. Max looked at her and saw the sincere concern in her eyes.

"Nothing is going to happen to us." He said. Max put his arm around her, to console her. 99 slid easily into his embrace and rested her head against his shoulder.

"Are you sure?"

"No. But it'll take a lot more than a couple security guards and a maze of sewer tunnels to destroy Maxwell Smart."

"I sure hope so." 99 said softly. Max gave her a squeeze before removing her arm.

"Turn the light out and try to sleep again."

"Right Max." 99 said, turning the light off. This time when she laid down on her side Max laid right next to her, putting his arm around her waist.

"Is this ok?"

99's heart was pounding. "Yes, Max." As Max held her all her frustrations escaped her and her eyelids got heavy. In the morning 99 woke up exactly the way she remembered falling asleep with the addition of Max's head on her pillow. She smiled to herself and tried to get out of bed. Max's arm constricted and held her firmly against him. A light snore came from Max. 99's smile grew and she sighed contently. She wasn't sure what was happening between her and Max but she wasn't about to question it. 99 yawned and stretched a bit, causing Max to stir.

"Mm, Morning, 99." Max said softly, keeping his arm around her.

"Good morning, Max."

"Did you sleep better?"

"I sure did."

"Good." Max let up on his grip a bit, allowing 99 to turn over and face him. "Feeling more confident?" He asked, smiling at her.

"Yes. Much more. I shouldn't have been doubting us."

"We're good together." He said. "Everything is going to be fine." 99 couldn't help but feel like Max was talking about more than just the mission. Max took his arm away from around her and got out of bed. That entire day Max and 99 prepared themselves for the mission, went over their plan and relaxed. Before they knew it, it was time to be picked up. They took their gadgets, guns and bullet proof vests and headed down to the lobby. 99 was the first one to spot the unmarked car. They got in and were driven to a location on the outskirts of Berlin. Once outside the car Max and 99 put their bulletproof vests on, made sure they had everything they needed and then looked at each other.

"Well, this is it, Max."

"Sure is. We have fifteen minutes. You have the map?" He asked and 99 held it up. Max smiled, "Good," he looked at his watch, "Alright… ready… let's go!" Max and 99 dashed into the sewer drain. 99 got out a flashlight and read the map. After navigating around countless corners she stopped.

"We should be here."

"Let's hope so." Max said pulling the toothpaste out of his pocket. He made a large square and then detonated it, causing the floor to tumble through. Max pulled himself from the sewer into the capital and then helped 99 up.

"How are we on time?"

"We have six minutes. You have the electronic security system locater?"

"Sure do." 99 took it out and turned it on. "It's upstairs. Come on, Max!" 99 said grabbing his hand. Max and 99 ran up the stairs and followed the electronic security system locator's directions. They were led to a locked door. Max took out his gun and shot the doorknob off. The door opened and the spies went inside.

"Three minutes."

"I don't know how to turn it off, Max!" 99 said.

"Look for an on off switch or something." Max said walking past her. He tripped over something and fell to the ground.

"Oh Max, are you ok?"

"I'm fine. I just tripped over the cord- THE CORD?" He asked his eyes huge.

"Oh Max! You did it! You unplugged it! Radio Bach, Max!"

"Right 99." Max took out the radio. "Bach, 86. It's all clear." Ten long seconds later Bach responded to Max's radio message.

"Wonderful. We knew you could do it. 86 and 99 get out of there. It's going to get pretty intense."

"Right. Good luck." Max said. He turned to 99. "Come on." Max and 99 rushed down to where they came in and jumped back into the sewer pipes. Once they were a safe enough distance away they slowed their pace. From behind them they could hear gunshots echoing from the capital.

"I'm glad we're out of there."

"Me too, 99." He said. Max and 99 came to a fork in the pipes. "Which way?"

"Um…" She started, fumbling for the map. In that moment, after successfully completing their part of the mission and 99 looking so beautiful, despite being in a sewage pipe, Max decided to do something daring. Max grabbed her hand that was on her pack and she looked at him. Max lent over and kissed her. 99 was startled at first. Out of nowhere Max's lips were against hers and his beady little eyes were shut. Once it registered what was happening 99 closed her eyes and pulled Max just a little bit closer. 99's actions were all the encouragement Max needed. He wrapped his arms around her, pulling her as close to his body as he could while deepening the kiss. When he finally broke the kiss 99 looked into his eyes.

"Oh Max, I-"

"Shh." He whispered, gently rubbing the tip of his nose against hers. Max tenderly kissed 99 again. "Don't tell Sid." He joked when he pulled away. 99 laughed and touched his face.

"I wouldn't dream of it. Max, what is-" 99 was interrupted by bullets ricocheting off the walls. Max forced her down and crouched down beside her. He took out his gun and started firing back to where the bullets were coming from.

"Max."

"Be quiet, 99."

"Max."

"99, seriously! Do you want them to find us?"

"Too late." An unfamiliar voice said.

"99, don't tell me they already found us." Max said not looking behind him.

"They already found us, Max."

He rolled his eyes, "I asked you not to tell me that." Max and 99 stood up and turned around, holding their hands up.

"What are you doing down here?"

"Oh, uh, you don't know?" Max asked hopeful. "Well in that case you see, we're on our honeymoon and my wife wanted to see what Berlin REALLY looked like so we decided to crawl around in the sewers. Yup, you sure can tell a lot about a city from what kind of things are in their sewers." Max rambled.

"I don't believe you."

"Would you believe, we're sleep walking?"

"I don't think so."

"How about we thought this was an underground river?" Their capturer pointed his gun at Max.

"Enough! Toss your gun into the water. You too, Cookie." Max and 99 both dropped their weapons into the sewage water. "Now turn around and march." He ordered. Max and 99 started walking with a gun trained on their backs.

"Oh Max, what are we going to do?" She whispered.

"I'm not sure yet, 99."

"Max, do you still have the two way?"

"99 please, I'm trying to think of an idea." He said.

"Sorry Max." 99 whispered knowing what was coming next.

"I got it! Once we get to wherever we're going I'll turn the radio on and Bach can hear everything. Hopefully he'll come for us." He said, as soft as he possibly could.

"Good thinking, Max." She said, smiling to herself. Max and 99 were forced through miles of the sewers and up a ladder. The top of the ladder was in a small room with crates on the ground. The gunman put a manhole cover over the hole where they crawled out and locked it with a padlock.

"Sit."

"Please?" Max encouraged. The gunman shoved the gun in Max's face. "Don't mind if I do." Max said sitting down. 99 sat down next to him and looked at their capturer.

"What are you going to do with us?"

"Nothing."

Max stood up, "Oh well, in that case I'm really awfully tired-"

"SIT DOWN!"

"Okay…" Max said sitting back down.

"Stay right here and don't do anything stupid." The gunman said leaving the room.

"Max, turn on your radio!"

"Right, 99." He said before turning it on. "Bach, Bach we've been captured." He muttered quickly. "Don't respond, I don't know when they'll be back. Just listen."

"Oh Max, what are we going to do?"

"I don't know, 99." He said, discouraged. "Wait, I got it." Max got up and went over to the manhole cover. He squeezed out a circle around it with the exploding toothpaste he was about to detonate it when their capturer came back in.

"I thought I told you to not move."

"Yes, well… I needed to stretch." Max said.

"Name?"

"I don't know you never told us."

"Not my name you idiot, your name."

'Oh… my name. Maxwell Smart."

"And you?" He asked turning to 99.

"She's agent 99." Max said. "Say, where are we?" Max asked, trying to get their location sent over his two way radio.

"None of your damn business."

"None of my damn business…" Max repeated, "right." The gunman left again and Max went back over to 99."You have any plans?" He asked

"I'm afraid if you blow the manhole cover up he'll come in and shoot us."

"We have to do it when we know he's far away." Max said.

"Oh Max, if anything should happen I just want you to know-"

"I'm not going to let anything happen to us, 99" Max said confidently.

"But Max, I-"

Max touched her face gently. "I promise." He drew her face near and their lips were just about to touch when the gunman came back in.

"Control agents, huh? We don't take kindly to Control agents."

"Really? I thought you were giving us a nice, warm welcome." Max said, letting his hand fall from 99's face.

"Get up." The gunman ordered. Max and 99 got to their feet. The gunman ushered them through the door and into a slightly bigger room with two cells. 99 was taken to one and Max was thrown into the other one. The doors were shut and locked before they were left alone again. Max and 99 looked around the room.

"99, come over here." Max said. He was at the back wall of the cell as close to the separating bars as he could be. "I'll boost you up and you try and look out that window and see if you recognize anything." He said, bending over slightly and cupping his hands together. 99 placed her foot in Max's hands and he hoisted her up, the best he could. 99 grabbed onto the windowsill and looked out. "Do you recognize anything?"

"No, Max… there isn't anything. Just forests." Max lowered 99 down. "Oh Max, how are they going to know where we are?"

"I don't know, 99. Someone will come for us."

"Do you have your shoe phone?"

Max looked at her with a discouraged look on her face. "No." Max sat on the floor against the back wall near the bars that separated Max's cell and 99's cell. 99 sat next to him, leaning against the wall. She hugged her knees to her chest and sighed.

"We've gotta be able to come up with something…"

"I know. I'm trying to think." He turned his head to look at her, "I'm sorry. I should have been more observant down there." He said, referring to the sewer.

"Max, this is not your fault." 99 said looking at him. "This isn't anyone's fault. We just got a bad break."

"I'll never forgive myself if something happens to you." 99 reached through the bars and slipped her hand in Max's and gave it a tight squeeze. They sat that way for a good hour, not talking just thinking and holding each other's hand. Finally the door opened and a familiar face came in. "Siegfried!"

"Dats right Schmart und Miss 99." He said, waltzing in. Max let go of 99's hand and got to his feet. He went over to the door of his cell and held onto the bars.

"What are you going to do with us?"

"Dats easy. We are going to dispose of you Con-trol agents!"

"Hm, I'm not too crazy about that. How about we say you win this time, let us go and we can start trying to capture each other all over again?" Max responded. You know, a fun little game of Cat and Mouse…"

"Not this time Schmart!" Siegfried turned around and yelled some German out the door. A large man came in, opened Max's cell and grabbed him by the collar.

"Hey fella, watch it. You're about to choke me."

"Dat's the plan, Schmart!"

"Oh, well in that case you're doing a wonderful job." 99 stood up and went as close to Max as she could.

"Max."

"Take it easy, 99. I'm fine."

"For now." Siegfried said. "Before we dispose of you we are going to torture you und get whatever information we want out of you."

"Would you settle for a heated game of rock, paper, scissors?"

"No!"

"Best two out of three?"

"Take him away! Until we meet again, Schmart!" Siegfried laughed. Max was drug out of his cell and out of sight by the large man. 99 stood there feeling like a complete failure. It killed her knowing that there was nothing she could do to help Max now. Siegfried turned to look at 99.

"How about you, Cookie?"

"What about me?" 99 asked coldly.

"Join KAOS."

"I'd rather die." She spat at him.

"Vell, you are in luck! You und Schmart will never make it out of dis building alive."

"What are you doing to Max?" 99 asked, worriedly.

"You'll see." He said before leaving. 99 started pacing her cell. There had to be something she could come up with to get them out of this place. She just had to think hard. 99 paced the floor for two hours. Finally the door opened and the large man came back dragging Max behind him. He opened the cell door and threw Max in, who crumpled to the ground.

"I'll be back for you in a couple hours."

"Oh good, I thought I was done with the fun." Max muttered. Once the large man left 99 got a good look at Max. His left eye was almost swollen shut and his lip was split down the middle with blood all over his face.

"Oh Max! Max are you ok?"

"Well, to tell you the truth, I've seen better days…" He said, sitting up. "How bad is it?"

"Pretty bad."

"Where did they take you?"

"To paradise, obviously." He said. 99 was silent for a while. Max finally broke the silence, "Hey, I'm sorry. I shouldn't have said that. Down the hall."

"Did you see anything?"

"No."

"Max… I think I have a plan."

"You do?"

"Yes."

"Let me hear it." He said, wiping the blood off his face.

"Siegfried asked me to join KAOS. I said no."

"Ok…" Max said.

"What if we somehow manage to get him back in here and I tell him I changed my mind? He'd let me out of here and I could find a way for us to escape."

"No, 99. That's too dangerous."

"Max, we have to do something! We can't sit here until they beat you to death."

"99, if they find out you lied they'd kill you."

"They're planning on killing us anyway, Max."

"I'd rather hold out. I-I don't want you… I don't want you to be in anymore danger than you already are." He said. "I can take the torture. Don't worry about me."

"Max, if you saw your face you'd worry about you, too." She said softly. "What if we try and use the exploding toothpaste on our cell bars?"

"No dice, there's a man stationed right outside the door. He'd be in here before we would have time to do anything."

99 sighed in frustration, "Why hasn't Bach sent anyone for us?"

"Maybe he has." Max said hopeful. 99 reached through the bars and touched Max's face gently.

"Oh Max…" Max placed his hand over 99's and held it against her cheek. "Max, back there in the sewers…"

"99, we're going to talk about it. But not here. Not now. This isn't the place for that."

"But-"

"99, all I'm going to say is that I liked kissing you. I DO like kissing you. And I'd like to do a lot more of it in the future. If you're up for it." 99 smiled sweetly at him. She drew his face near the bars and kissed his forehead.

"I'll always be up for it."

"Good. We'll talk more about it later, ok?"

"Ok, Max."

"Listen, we should probably try and get some sleep… rest up for whatever trials Siegfried is going to put us through."

"Right, Max." 99 said. Max took her hand from his cheek, gently kissed it and then released. 99 got up and went over to her cot that was in her cell. She grabbed the pillow off it and handed it to Max through the bars. "Take this."

"Why?"

"Max, I at least have a cot. You have nothing. Please, take the pillow."

"Well, alright. Thanks." He said. Max placed the pillow on the floor and rested his head on it. "You know 99, if you close your eyes it's almost like we are in the hotel bed. Hard, cold, uncomfortable. Well, the bed at least." He said, slyly. "The company was far from hard, cold and uncomfortable."

"Oh Max." She sighed, sweetly laying down. "Promise to make a lot of noise if they try and do something to you while I'm sleeping?"

"Sure. You too, 99."

"I will, Max." Max and 99 drifted into a fitful sleep. Eventually the large man that took Max out of the cell and beat him came back. He went into Max's cell, Grabbed him from off the floor and smashed him against the wall. Max let out a loud groan.

"That's not at all how you wake someone up." He grunted trying to hide the fact he was in pain.

"Shut up. Tell me what you and Dollface did." The large man said. Max was silent which angered the man. He sat Max down and threw a right hook that landed against Max's jaw. Max fell to the floor, held his face and winced in pain. The man kicked Max in the stomach, which caused Max to yell out. 99 woke up startled.

"Max!" She yelled. "Please! Please stop!" 99 said running to the shared cell wall.

"TELL ME WHAT YOU DID!" The man yelled angrily before kicking Max again. Max said nothing, which earned him a third kick to the stomach.

"Max! Max! Tell him, please tell him! Tell him whatever he wants to hear!" 99 screamed, tears falling out of her eyes. "Oh Max please! Pleas stop hurting him!" The large man bent over Max, grabbed him by his collar and lifted him up.

"Why aren't you talking?"

"You told me to shut up. What is it? Talk, don't talk? You're about as confusing as a woman." Max said, grinning despite his pain. The man punched him once more in the face before leaving the room. Max was on the floor on his hands and knees trying to regain his composure. He spit up blood and shook his head. Finally, after what seemed like forever he was able to sit up. He winced in pain.

"Max." 99 cried.

"I'm ok, 99." He grunted.

"Oh Max, please let me talk to Siegfried. Please."

"No. 99, there's no telling what they would do to you."

"Max, I can't bare seeing this happen to you."

"I don't care, 99. What they do to me will be better than anything they would do to you." And that's when 99 realized why Max was putting up with the beatings and not fighting back. He knew that if he fought back and angered them they would turn onto 99 and when KAOS turned on a women they generally raped her until she couldn't bare it anymore. Max was doing this to save her.

"Oh Max."

"99… I told you I wouldn't let anything happen to you and I mean that." He said, looking at her. "I don't care what they do to me as long as they don't touch you. If they get you in their grasps…" He trailed off, unable to finish his sentence. "You're too wonderful of a person to have that happen to you."

"Max, what can I do?"

"Just sit there and be quiet. Let them do whatever they need to do. Under no circumstances are you to fight with them or anything. Make them forget that you are here, 99."

"Max, I can't just sit here and watch them hurt you."

"You have to. Please. I'm ok. It hurts, but I'm ok. They won't kill either of us as long as I don't talk."

"Max, eventually you're not going to be able to take any more beatings."

"I'm just hoping help will be here by then."

"Max, they're going to keep beating you until you talk or you die…"

"I'll figure something out."

"Max… I'm afraid." 99 said, for the first time admitting what she had been feeling all along. Max sighed, looked at 99 and shook his head.

"I am too." Max made his way to the shared cell wall and sat on the floor. 99 sat next to him. "What do you want to do when we get out of here?" He asked, trying to keep both their minds off their current situation. "If you could do anything, what would it be?"

"Well I can tell you for sure, returning to Germany isn't on the top of my list." 99 responded, making Max chuckle.

"I'd take you to a Frank Sinatra concert." He started. "I've always wanted to see Frankie and I always have so much fun with you… that's what I'd want to do."

"That sounds like it would be wonderful." 99 said, smiling.

"Then maybe a late dinner at my place…" He continued. 99 smiled lovingly at him.

"Uh huh."

"And then well, whatever else we felt like doing." Max finished. 99 blushed and averted her eyes. When she looked back at Max he was grinning at her. "Come here." He motioned. 99 lent towards the bars and Max kissed her very gently as to not irritate his cut lips. "I think I'd probably do that a lot, too." He added once he pulled away. "So tell me, what do you want to do?"

"Oh Max, it's silly."

"I'm sure it's not. C'mon, tell me!" He urged. 99 sighed and smiled.

"Well, I want to go to Rockefeller Center and ice skate on Christmas Eve." She said, Max smiled at her. "See? I told you it was silly."

"That's not silly at all, 99."

"It's not?"

"Naw. Nothing you do or want to do is ever silly, 99." Max said softly. "I'm going to take a nap, alright?"

"Ok, Max."

"If they come for you-"

"I'll wake you up." She said, finishing his thought. Max nodded his head and then laid down on the hard floor. 99 isn't sure when it happened but eventually she fell asleep. When she woke up she saw Max pacing in his cell. "Max?"

"99, we've been sleeping for hours."

"Well, that's good, isn't it?"

"I don't know."

"What time is it, Max?"

Max looked at his watch and laughed, "You're not going to believe it. It's noon." We've been here over twelve hours already. 99, no one is coming for us."

"You don't know that."

"They would have been here by now…" 99 went to the shared wall and Max met her there. "99 I don't know what to do."

"I don't either." She said, hopelessly. Max reached through the bars and drew her as near as he possibly could.

"Knowing you has been the greatest pleasure of my life." He said, tears welling up in his eyes.

"Don't talk like that, Max." 99 said, returning his embrace. Max and 99 were connected at the lips when Siegfried came in. 99 pulled away and looked at him, keeping her arms around Max.

"Alright Schmart, come with me."

"If you don't mind, Siegfried, I'd rather stay here."

"Don't get schmart with me, Schmart."

"I'm not trying to get schmart-eh-smart." Max said.

"Siegfried I-" 99 started. Max looked at her with a warning look.

"Please. For me." He said softly.

"Yes, Cookie?"

"I… never mind."

"Very well." Siegfried unlocked Max' cell and then 99's as well. They both exited and Siegfried turned to them. "You get one minuet to say good-bye." 99 rushed over to Max and hugged him tightly.

"Oh Max, I-"

"99, there isn't enough time to tell you everything I need to … I just…" He trailed off. Max kissed her tenderly, holding her as close as possible.

"Time's up!" Siegfried said.

"Time's up?" Max asked confused, breaking the kiss with 99. "But you only gave us like ten seconds!"

"I changed my mind."

"You're a cruel man, Siegfried." Max said, glaring at him.

"The cruelest. Und a pretty snappy dresser if I do say so myself." Siegfried joked. He grabbed Max's arm and led him out of the room. 99 stood there in the room all alone. She waited for someone to come after her but no one ever did. Maybe Max's plan worked, maybe they did forget about her. 99 took the free time out of her cell as an opportunity to search the room for something, anything, that would be able to help them escape. 99 went to the door that they were originally brought in through and tried the doorknob. Just as she suspected, it was locked. After closer examination 99 noticed that there was no deadbolt or padlock on the door, just an ordinary door lock. She looked around the room for something that she could use to unscrew the screws on the doorknob and remove it. Finally after she had just about given up 99 noticed a dime on the floor, She picked it up and started working on the doorknob. For the next two days 99 was left alone, which she found very strange. In the two days she had devised a plan to escape. Through hours and hours of looking at the map of the sewer system she finally figured out where they had to be based on the path the original gunman had forced them to take. She found a way out that should only take thirty minutes at most, if they hurried. 99 had also managed to get the doorknob off and search the crates in the first room they were placed in. To her delight they were full with guns and ammunition. 99 swiped two handguns and two boxes of ammunition and tucked them behind her back in her pants for safekeeping. Once 99 armed herself she felt more bold and decided on trying to remove the padlock from the manhole cover. After many failed attempts she had searched the crates again and as if a sign from God telling her they were going to be ok and get out of this alive she found a silencer. She shot the padlock off and then went into the room with the cells to wait. 99 had no idea what day it was or what time it was, even. All she knew was that she was completely starving and thirsty. And even with her body weakening from the lack of food, water and sleep her mind was racing with thoughts of Max. As if he knew she was thinking about her 99 heard a scuffle outside. Max was brought in looking worse than ever. His clothes were bloodstained and his old injuries were starting to heal, as new injuries were visible. Max got away from the man accompanying him and ran over to 99. 99 threw her arms around him and hugged him.

"Oh Max, you're ok!" She said, tears falling down her face.

"I'm alright." He said pulling away. He ran his hands over her body. "Are you ok? Did they do anything to you?"

"No. I haven't seen anyone since they took you away. Oh Max, what did they do to you?"

"Oh you know, a little of this, a little of that." He said, grinning. "I wasn't paying much attention… I was preoccupied."

"With what?"

"You." He said point blank. "I was worrying about you."

"I'm fine Max." She said hugging him again. 99 ran her fingers through his jet-black hair and lightly kissed his lips. "I thought I'd never see you again."

"99, Maxwell Smart never breaks his promises. I promised you we'd be ok and I fully intend to keep that promise." He said, pressing his forehead against hers. "Besides, we have lots to talk about and I wasn't about to succumb to KAOS without discussing everything that's happened since we've gotten to Germany with you. That would just be cruel to both of us." 99 looked over his shoulder and noticed that they were once again alone. This was their chance.

"Come on, Max!" She said, pulling away from him and grabbing his hand. Before Max knew what was going on 99 had thrust a gun in his hands and was leading him out of the cellblock, down the manhole and into the sewer. Max couldn't remember a time when he and 99 ran so fast and it was astonishing to him that she seemed to know exactly where she was going. Finally they made it out of the sewers. Max fell onto his hands and knees completely winded. When he caught his breath, he looked around and smiled. They were back in West Germany. Max looked at 99.

"How did you manage that?"

"They left me alone the entire while you were gone, Max."

"They did?"

"Yes. It gave me lots of opportunities to make sure we could get out of there."

"Good work, 99." Max said, beaming at her.

"Max, we should get you to a hospital." 99 reached out and gently touched his swollen face.

"I'll be fine. Come on, let's find a payphone. We need to call Chief." Max said, getting up. Max and 99 walked around until they found a phone booth. Max went inside, put money in and then dialed a number. "Control, this is Maxwell Smart, Agent 86. Mission accomplished. Agent 99 and I once again escaped the clutches of KAOS. I take great pride in saying that the forces of evil and rottenness have once again been foiled by the forces of niceness…" Max's face fell, "What? Oh, sorry." Max turned his head to look at 99. "… wrong number."