Max had gotten word that 99-Susan- was going to be having a romantic, intimate dinner with Victor. With jealousy cursing through his veins he discovered where Victor's suite was located and before Max could even think he found himself pacing back and forth in front of the closed door. He could hear music and laughing on the other side and Max got even more jealous. "That's suppose to be me." He muttered to himself before taking a long drag of his cigarette. "That's my girl." Max had tried and tried to come up with a plan, a logical plan, to win 99 back but came up empty handed. Nothing about what he was doing or thinking was logical. His heart was driving him to make rash decisions. "Come on, Smart you gotta calm down." He said to himself. "She's happy. She's told you herself…" Just as he was about to turn and walk away a waiter pushed a cart up to the door. Out of curiosity Max spoke up. "Hey waiter, what's that?"

"Oh, this is just a champagne dinner for Mr. Royale and his new American fiancée. Poor girl. When he starts operating she'll have as much chance as a draft card at a hippie love in." The waiter went to knock on the door. Before he had an opportunity Max spoke up,

"You mean he's a ladies man?" Max asked, appalled.

"Oh, let me put it this way: his little black book is in its… 24th edition."

"So THAT'S the kind of guy he is…" Max saw a glimmer of hope. 99 would never want to marry a guy like that and what's more a guy like that would never deserve to have 99 as his wife. What man, in his right mind, would ever even think of being with another woman when he had one as magnificent as his 99? A delusional one.

"Yeah," the waiter continued, bringing Max back from his thoughts. "All day, all night. I don't know how he does it; I couldn't pass the physical. Oh well, let's face it, I'm not the man I use to be. Fact is, I never was. Except for that one night at the Sands." The waiter opened the door and pushed the cart in, leaving Max once again along in the hallway. Max paced a few more times before the waiter came out.

"What's going on in there?" Max asked, dying for any information he could get. The waiter merely let out a long whistle, raised his eye brows and shook his hand, as if it were on fire. That was it for Max, angrily he threw his cigarette on the ground (hoping it would create a nice burn in the hopefully expensive carpet) and burst through the door. What he saw sent a dagger straight through his heart. 99 and Victor were dancing closely, sipping on champagne. His girl was in the arms of another man. Sure, he's seen it before. He had to sit back and watch as that sleezeball Rex Savage romanced 99 and even his own buddy Sid was captivated by here but those times were different. Rex was merely an assignment and Sid was, well, Sid. But this man, this handsome, wealthy, charming man had actually stolen 99's heart right from under Max's nose.

"Max! What are you doing here?" Victor asked annoyed. 99 merely stared at Max at a complete loss of words.

"Uh…" Max started. He knew there was no reason he was there other than to steal 99 back but he couldn't come right out and admit it. He couldn't tell Victor that it was because 99 was his and he didn't deserve to have her. No, he needed to be more stealth about it. More… Bond like. Luckily for Max, the phone rang giving him an out. "I was just going to tell you that your phone is ringing." Victor excused himself from 99 and went over to the phone leaving Max and 99 alone. They stared at each other before Max took her champagne glass from her. He took one whiff of it and shook his head at her. Victor hung up the phone and went back over to 99.

"I'm sorry Susan but I have to go for a bit. There is some business I have to take care of." Before Victor left he took 99's glass back from Max and handed it to 99. Once Victor was out of the room Max ripped the champagne from 99's hands, thus spilling it all over his shoulder. 99 rewarded him with one of her all too famous eye rolls.

"Max…" She started.

"I'm sorry, Susan" He said. "I just- well,"

"You just what, Max?" 99 asked, sounding hopeful. Max sat the champagne glass down and ran his fingers through his hair.

"I'm worried about you, Susan."

"What for?"

"I'm worried that you're jumping into this too fast."

"No offense, Max, but you have no say in this."

"I know I just- I care about you and don't want to see you hurt. That would kill me."

"It would?" Max took a step closer to her.

"Of course it would." Max said softly. He took both of her hands in his. "We've been through a lot together and you're my absolute best friend and I-I just want to make sure you're happy."

"Well, I-I am happy, Max." 99 lied.

"Good." Max sighed, "I guess I'm going to have to get use to sharing you." Max sighed and looked at her. 99 could see the pain in his eyes. "I know that you know what I said down there about wanting this life was bullshit."

"Well, I do know that but-"

"I just needed to say goodbye. You caught me off guard back at CONTROL. After thinking about it I knew I needed to give you an actual goodbye. I owe it to you. You've saved my ass more times than I can remember and in more ways you'll ever know."

"Max, we saved each other." 99 said, reaching out and placing her hand on his shoulder. Max gave her a sad smile.

"Now, you promise me you'll let me know if he ever hurts you?"

"I promise." 99 said, tears welling up in her eyes.

"I'll kill him, Susan. If he ever hurts you in any way he's dead." 99 threw her arms around him and hugged him tightly.

"Oh Max." She whispered, tears falling out of her eyes. Max held her close.

"You can always call me, day or night, if you need anything."

"Ok." She whispered, not letting him go.

"I'll miss you so much." Max said pulling away. He frowned. "Hey, why are you crying?"

"Oh Max, how can I not cry? I don't ever, ever, ever want to have to say goodbye to you. You are-" 99 stopped herself.

"I am, what?" Max asked, gently wiping the tears off her cheeks.

"Everything." 99 said, barely above a whisper. Max lent in and pressed his lips against her forehead.

"You take good care of yourself, ok?"

"Ok."

"I should get out of here before Victor comes back. Remember, whenever you need me, if you ever need me, just give me a call. Your happiness is my happiness, Susan."

"I'll always need you, Max." 99 said, trying to hold more tears back. She was so frustrated. Here was Max, saying all the right things and she had to just let him walk away. Max gave her a small smile.

"See ya around, Kid." Max said before leaving the room. He shut the door behind him and sighed. He ducked into a hall closet and took off his shoe to call Chief. After three rings he answered.

"Chief speaking."

"Chief, Max."

"Max? Are you alright? You sound like you've just gotten the daylights beat out of you."

"Emotionally draining day."

"Are you coming home?"

"Not yet."

"Max…"

"I will, Chief. I'm going to. But I'm just not ready. I can't leave her yet."

"I take it you told her and it didn't go the way you planned?"

"Naw, I couldn't, Chief. She kept reassuring me that she was happy and… well, it's not my place to ruin that. I love her. I'll always love her but… if she's happy, then I'm happy."

"You truly are a great man, Max." Chief said honestly. "Not many men would bow down like that."

"She's probably better off without me anyway." Max started, "I can't give her all that Victor can. I'm just a spy with an average life. She deserves so much more. There's just one thing…"

"What's that one thing?"

"Well, word on the street is that Victor is a lady's man. I mean, maybe he's changed. God knows I would but… something still doesn't feel right."

"Well, a much as I hate to say this maybe 99's gotta figure this out on her own."

"You think?"

"Yeah, I do."

Max sighed, "Alright well, I'll probably fly out tomorrow. I'm too exhausted to pack up today. I'm just going to go, grab a drink and hit the hay."

"Alright Max. And Max?"

"Yeah?"

"Chin up. You never know what can happen."