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“Goodnight, 99,” Max said, pulling the covers up over him. She didn't answer. “I said, goodnight 99.”

“Ok, ok, goodnight Max!” came the annoyed response from 99.

“That's better,” Max muttered and turned out the light. He slid down into the covers a little bit, then moved to kiss 99 on the neck. She groaned and pushed him away. This did it. Max flipped on the light. “99, that's the third time you've refused me this week! What's going on?”

“I'm just tired, Max!”

“If you were tired you would have left the dishes for me to put away. You always do that when you're tired.”

“Ok, then I'm not in the mood!”

“Not in the mood? 99, you're usually more eager than I am!” He sighed. “Come on, fess up. Tell me what's going on.” He crossed his arms in front of himself--not only did it hurt his feelings that his wife suddenly didn't want him, but it was also a tad unusual.

“I'm stressed out right now, Max,” 99 muttered, putting her pillow on top her of head. Max lifted the pillow and looked down at her.

“When you're stressed out you look at magazines. You always do that when you're stressed out. I know you like a book kid, so tell me what's up!” 99 grabbed the pillow from Max's grip and looked him in the eye.

“Max, go to sleep! We can talk in the morning!” 99 cried, louder than she meant to. Hurt, Max slipped beneath the covers again.

“Ok, goodnight,” he said, somewhat sadly. He immediately slipped into a restless slumber that lasted the entire night.


“Ow! Quit it, Carry!” Avery screamed at his sister the following morning. She was flicking corn flakes at him-they were aerodynamic enough to really hurt if they hit you in the eye. “If you don't stop, I'm going to throw this orange at you, and don't think that I won't!” he threatened, holding up an orange in his left fist.

“Kids, quit it,” Max said tiredly. They both lowered their weapons, but it was too good to last. A moment later-

“Ow! Daaaad! Avery threw a toast crust at me, and it hurt!” Carry screamed.

“Carry, you're so dense you probably threw it at yourself!” Avery taunted.

“Guys, come on. Cut me a break this morning, ok?” Max pleaded, with his face in his hands. He still hadn't recovered from last night, and hadn't gotten a chance to talk to 99 alone yet. It was ripping him apart inside-what was wrong?

“Yeah, well I wouldn't have a problem except that Avery is a complete jerk!”

“I learned from the best!” Avery said, staring at Carry.


“Avery! Carry! Stop it, both of you! Just be quiet and eat your breakfast!” Max scolded them. They stopped, but threw dirty looks at one another whenever they thought the other was looking. Max picked at his food; the last thing he wanted to think about was eating. Ok, maybe second last. But it was still way down there on the list of the priorities.

99 came out of the kitchen and handed Avery and Carry their lunches. “Go on, you'll miss your bus!” she told them. They each kissed her goodbye and headed out the door. Finally, Max and 99 were alone.

“99--" Max began.

“Us too, dear. We'd better get a move on,” 99 said, throwing a bagged lunch at Max. “It's just a tuna sandwich, is that all right?” she said, straightening her hair in the mirror.

“Yeah, it's fine, but--“

“That's what the kids are having. If you don't want it, that's fine, I can make something else before we go.”

“No, really, it's fine. But I wanted to talk ab--“

“Come on, we'll be late, let's go!” 99 said, ignoring him and heading out the door. Max could tell she knew he wanted to talk about last night--but why didn't she want to discuss it? Max grabbed his coat and followed her.

A blast of chilly air hit him as soon as he got out the front door. How he hated these cold winter mornings! It only made it worse that you went to work in the dark and came home in the dark, too. It felt like you missed the whole day! He held his coat tighter against him, but it didn't do any good. This was the kind of cold that got stuck in your bones.

After a long and silent drive to headquarters, both got out and made their way to the Chief's office. He was waiting for them.

“You're early! That's a pleasant surprise!” The Chief said cheerfully. Max and 99 smiled weakly. “Well, I have kind of a different assignment for you today.”

“That's no problem Chief! We've always been a team!” Max said, glaring over at 99. “In work and in life.”

Chief was a little puzzled, but moved on. “Yes, well, we've just hired two new agents, and I need you to kind of…break them in, so to say. I'm going to give you a demo mission. A demo mission is just kind of a `pretend' mission, just to test and see if the new agents know what they're doing. I'm sure you two had to go through something like that?”

“We've gone through a lot, Chief,” Max was still looking over at 99.

Chief sighed; could this man ever act normal? “Well, we're going to pair each of you up with another agent this afternoon. Other CONTROL agents can take over anything that comes up in that time. As for you two, I would like you to meet Kate and Theo Bloom,” He said, motioning towards two young people sitting in the corner.

“Hi, I'm Kate!” the young woman said, extending her hand. She was short, with dark hair and bright eyes. Max shook her hand, and was surprised at her grip.

“Nice to meet you,” Max muttered. 99 shook her hand and congratulated her on her new job.

“And I'm Theo!” The young man said enthusiastically, shaking Max and 99's hand vigorously. He was about the same size as Kate, with the same color eyes and hair.

“So! I take it you're newlyweds?” Max asked.

Kate and Theo laughed. “You kiddin'? That's my sister!” Theo exclaimed, pointing to Kate. Max leaned over to the Chief.

“There's not something quite right about these two. Are you sure they're not double agents?” he whispered.

“Don't be ridiculous! I've known Theo and Kate since they were pre-schoolers,” The Chief said.


“It's ok that you're suspicious, Mr. Smart. A good agent has to be, you know,” Theo said solemnly. Kate laughed.

“Ignore him! He likes to think he's deep,” she laughed. Theo looked insulted.

“Let's not bring my personality into this! After all, you think you're some sort of Mata Hari, don't you?”

“I am!” Kate said, striking a spy pose. “And I spent years in training for it!” Theo rolled his eyes.

“Chief, can we get down to business, please?” Max whined to the Chief. He wanted to get this over with so he could talk to 99 alone. Chief nodded.

“Yes, why don't we. Now, the demo mission is not a hard one. For one team it will be a hostage situation, and for the other a stakeout. Not a big deal, won't take long, and will be relatively easy. I just want the advice of my best agents on my newest agents.”

“Good. Let's get started,” Max said, grabbing Theo by the arm. “Now, I'll take my protégé, and--"

“Max, you've got the wrong one,” Chief pointed out. “Kate is your partner.” Max looked over at the lovely Miss Bloom and gulped. Great, just what he needed-temptation.

“Um, Chief? Don't you think it'd be a better idea if we worked with our own gender?” he asked meekly. 99 sighed heavily.

“Here we go! Max, you always think somehow I'm going to run off with whatever man I'm standing next to if I so much as smile at him!”

“I do not!”

“Yes, you do!”

“Max, 99, stop it. That's just the way the paperwork turned out,” the Chief said tiredly. “Now, go on. Max and Kate, you report to the simulation room, and 99 and Theo, you report to the abandoned warehouse outside of town. There's a couple of our men there who are going to act suspicious, and I just want you to jot down your findings. None of these missions will take you more than an hour-after that, Max and 99, I want you to go over some of the street-smart basics with them. You know, how to spot a potentially dangerous person and so on.”

99 nodded and showed Theo outside. “Ah, I'll be out in a minute,” Max whispered to Kate, who nodded and left the room. Max turned back to the Chief. “I was wondering if you might reconsider switching the partners.”

“Max, we've gone over this before, in other cases.”

“I know, but it's different this time…” Max stammered, trying to figure out a good way to tell the Chief his marriage was in danger. “See--"

“I'm really busy. Why don't you just go out there and do your job? I'm sure 99 will understand!” Chief said, exasperated.

“It's not that! See--"

“No, I don't see, and I don't want to see. Max, go out there and do your job!” The Chief shouted, standing up and leaning over his desk. Max was a little insulted, but didn't say anything. How could he say anything? The Chief wouldn't let him get two words out! And he might inadvertently end up destroying Max's marriage!

“Ok, you're the boss…” he said softly, exiting the room. Kate jumped in front of him.

“What's first?” she cried excitedly. He sighed.

“Simulation room. It's down here,” he answered, not looking at her. He led her down a long hallway to a large set of double doors. “This is the simulation room. All we have to do is punch in the situation you want to practice on, and it instantly creates that setup. Then you go in, lock the doors and holograms appear creating that atmosphere, and then go ahead and try to solve the problem,” Max said hurriedly, looking out the window at 99 and Theo getting in the car.

“Wow! That's really cool!” Kate said, staring at the flashing touchpad. “I punch it in here?”

“Yes, hostage simulation is number A-7.”

“Ok!” She did so. The machine sputtered and growled, then a green light appeared on the ceiling. “What's that mean?”

“That it's ready,” Max opened the door, letting Kate go ahead of him. He dreaded this even more than he usually did. The last thing he felt like doing was training some new kid who didn't know how to do anything. It's like they forgot everything they learned in spy school as soon as they walked in the door.

“Everybody down!” screamed the simulated villain. Max stood against the wall and tried to ignore his surroundings.

“Mr. Smart?” Kate said, looking over at Max. He opened his eyes.

“Go ahead. I'll just be here if you need my help,” he assured her, although he doubted he'd be coherent enough to care. He closed his eyes again and thought about being somewhere else. She nodded and took out her gun nervously.

“Do I…do I just start talking or what?” she whispered to Max. He opened his eyes again.

“Yes, just start doing exactly what you need to do. It's set up that way, to provide real world practice,” Max explained to the new kid in an irritated tone. She nodded again.

“Ok! Um…nobody panic!” she cried. Max closed his eyes in annoyance; part of him hated new recruits.

“Mr. Smart, where do I go from here?” she asked anxiously.

“I dunno. Use your instincts,” he muttered, shrugging. She shot him a half-confused look, but nodded and continued on.

“What do you want?” Kate shouted at the simulator, still holding her gun steady. Her voice never even quivered.

“One million! Or everyone in the room dies!” The simulated villain shouted back, grasping a simulated woman and holding a gun to her head. Kate glanced back at Max-this was CONTROL's best agent? He was just standing there, with his eyes closed no less, not paying an ounce of to her. She was annoyed, but decided to take it out on the practice game.

“Give it up, scum! As we speak a whole slew of police and undercover cops are headed this way!” she snarled.

“Hah! There are no outside lines and you were in the building when I took over! Face it sweets, you're alone!” the simulated villain barked. Kate wiped some sweat off her brow. The computer never lied; that was its way of telling her that she WAS alone and would have to take the man by herself. She visually scanned the simulated man; he was larger than her, with what looked like enough brute strength to waste her in no time. He was facing her fully; there was no way she could surprise him from one side. AH HAH! She noticed he had an eye patch on his left eye! That was his weakness that she could use to her advantage!

“Just take it easy! I'll get your money!” she said, playing along with the villain. She had to sweeten him up first, get him to trust her so she could make her move. The phone on the wall was off to the right, the opposite of where his eye patch was. She'd have to maneuver him around slowly and unnoticeably to be able to have a chance. She began to slowly move left. He followed her, still point the gun at the simulated woman. “I have to call my headquarters to get it. You can tell me exactly what to say if you'd like.”

The villain snorted. “No way! You'll tell them where we are!”

“They're going to have to find out anyway, in order to deliver the money!”

“No! I want you to call another agent up here, so I can take him hostage, and I want you to go get the money and bring it back to me!” he screamed.

“What?! That doesn't make any sense!” Kate cried, stalling. She was moving closer and closer to the phone. “Just let me call headquarters! The more agents you have up here, the more likely it is that you'll get arrested, you know!”

The villain thought for a moment. “You're right. Call your boss,” he ordered. Kate moved towards the phone, and picked it up off the receiver; amazingly, it felt real!

She dialed a random number, and pretended for it to ring. Slowly and with her back turned, she flipped her gun around until the butt of it was bared. The patched eye would lead to a small amount of disorientation, which might give her about a half  second leeway. She took a deep breath…here went nothing.

Suddenly and deliberately, she socked the simulated villain in the jaw with the butt of the gun, coming up from her turned back. It worked! He was taken by surprise, knocking the woman out of her arms. He fell backwards onto the ground, though he still had the gun in his hand. Kate wasted no time; she leapt up on him, with one foot landing on the hand with the gun and one just below his neck.

“Now, dear sir, if you don't allow me to take that gun from you, I will move my foot about an eighth of an inch north, and snap your neck,” she whispered to him. The villain's eyes got wide.

“It's all yours!” he said quickly. Kate realized she was in a bad position. He could point the gun upwards and shoot her in the face if she took her eyes off his gun, but if she took her eyes off his face, he could roll over and come back up again.

“No tricks mister, and you'll get off a lot easier,” she told him. He nodded. She lowered her entire body closer and closer, looking back and forth swiftly between the gun and the villain's face. Finally, she had a good hold of the gun-her palm was on the barrel, so if he did shoot all she'd lose was the middle part of her hand instead of her face. She kept her gun fixated on him the entire time and rose slowly again. She looked down for a moment to slide the extra gun in her pocket. The simulated villain lunged at her, knocking her over and pinning her to the ground.

“Now what?” he snarled down at her.

“Mr. Smart! Help me!” Kate cried at Max. Max opened his eyes only long enough to say,

“You're doing ok,” and then promptly shut them again. She couldn't believe this! Kate tried to think back to all her training at the school, to go through the mental check list she had repeated so many times, but it came slow and unclear. First, she had to unlock her arms. She turned her wrists until they were between the villain's thumb and index finger-the weakest part of the grip. Violently she jerked her hands free, kicked the villain in the stomach with her knee, and bounced back to her feet and pointed the gun straight at the villain.

“I've got you now. I've got your gun and I'm in control. Surrender yourself now if you don't want me to shoot,” Kate said firmly. The simulated villain slowly got to his feet, holding his hands up in defeat. A loud buzzer sounded and the surroundings disappeared.

“Congratulations. You have just survived a level 2 hostage situation. Have a nice day,” a mechanical voice called from somewhere. The double doors opened up to reveal the CONTROL hallway. Kate smiled in relief.

“Did I do ok?” she asked Max excitedly. He shrugged.

“You passed.” He walked out of the room and began to stride down the hallway. Kate followed.

“But I mean, I did everything right, right? I didn't put anyone in danger? And I scared the villain enough to respect me? Oh, that was fun! That was the first time I'd ever done a real life situation! Well, ok, maybe it wasn't real life, but it felt like it! So come on! Coming from CONTROL's top agent, how'd I do?” she went on, following Max closely. He swiveled around and met her with an annoyed look.

“I said, you passed. You heard the computer.”

“Yeah, but I mean, how'd I do?”

“Are you deaf? Or are you just dumb? I said, you passed!” Max yelled. The whole office stopped and looked at him. He cleared his throat and straitened his tie. “Come on, we gotta get back to the Chief's office,” he said, a bit quieter.

By this time, Kate was completely bewildered. She had been so excited when she heard she would be trained by the infamous Maxwell Smart! She thought this was a good sign and that getting trained by someone like him would give her a head start! But obviously, she thought wrong. Many thoughts were swimming around in her head, but the most prominent thought was one of hurt. Kate was proud of herself for all of her efforts inside the simulator. She could have handled the real situation and won out, which meant a lot to her. She only wished the Chief could have seen her heroic acts-and Max's lack of interest.

She walked solemnly behind Max, almost like a dog with its tail between it's legs. What had she done wrong? Was she going to be fired on her first day? Maybe she didn't do as well as she thought she had. Maybe it wasn't up to par with CONTROL's standards, and that's why Max was treating her the was he was. She fought back tears; she had waited all her life for this day, and somehow it just wasn't turning out right. The way Max had yelled at her just seconds before still stung. Beneath the tough exterior of Kate beat the heart of a sensitive and loving soul-and when someone she admired or respected suddenly spit horrible words at her like that, not only did it damper her mood but her feelings about the person who did it.

Max strode quickly and easily into the Chief's office; Kate sort of limped her way along. “Hi, Chief is 99 back yet?” Max asked immediately. The look on Chief's face was stern and serious.

“Max, you and I have to talk about something.”

“Is it about that dollar twenty I owe you? Look, I would have paid you back, but-“

“No, Max, it's not that!” Chief sighed loudly. “We recently installed a camera in the simulation room. We use it to study our new recruits in real life situations.”

“Uh oh,” Max muttered.

“So tell me Max, while Kate so successfully and skillfully completed her mission--" The Chief began, smiling at Kate. “--why were you catching a nap?” he hollered at Max.  

“Ah, I wasn't really asleep,” he said meekly. The Chief's stare hardened.

“Then do you mind telling me what you were doing?”

“I was letting her complete the mission on her own. After all, you won't always have an experienced agent behind you in those types of situations,” Max explained non chalantly.

“Of course not, but if you've only been on the job one day there's a pretty good chance someone will be there to back you up if you're in trouble!” The Chief said, rising out of his chair.

“Not necessarily!” Max cried. “The back up agent could be bound and gagged!”

“How? If there's only one terrorist, how can he possibly tie up one agent while fending off another?”

Max thought for a minute. “I suppose if he had three or four arms…” he had to take a shot. The Chief closed his eyes, trying to calm himself.

“Max, it doesn't really matter right now. What I'm more concerned about is your behavior towards this fine young recruit. You showed no interest or plans to correct mistakes, or even to tell her how she might have done better. Max, this is not what I expect from my top agent.”

Max looked confused. “Of course not. She's only been on the job for one day!”

“Not her! You!”


The Chief sat back down. “Now, you can have the rest of the day off, but I'd appreciate it if you would spend some time with Kate and get her acquainted with her new surroundings. A solid ground to start from is best.” Max nodded. He decided that there was no use taking his anger out on other people. From Kate's look, Max discovered he'd probably hurt the poor thing's feelings.

“Ok, Chief. Do you want some coffee, Kate?” Max asked, sounding a little more polite than he had at any other point of the day. Kate smiled.

“Sure!” They left the office and walked silently down to the cafeteria. Max saw 99 and Theo sitting there, having lunch. Max grabbed Kate's arm.

“On second thought kid, let's just go out,” he whispered to her. Kate, although curious as to why, agreed. They drove in Max's car to the nearest diner and sat down quickly.

“Um…ok, where to begin about this job…hm…” Max was trying to think of introducing the life at CONTROL, but too many other things were crowding his mind. “I really don't know where to begin.”

“Just say whatever it is you're thinking about!” Kate suggested, taking a drink of her coffee. Max sighed.

“I don't know what's the matter with 99. She just hasn't been herself lately. She won't talk to me or even show me any affection, which is strange because I'm usually untangling myself from her grasp all the time. And this morning she made me tuna fish. I hate tuna fish! She's never made me tuna fish for lunch! I'm telling you, something is wrong.”

“Um, well, I was talking about spy work, but if you're that bothered by something we can talk about it,” Kate said. She was surprised he had just opened up so quickly to her-but then again, he did seem to have a one track mind.

“No, I'm sorry. I didn't mean to bring it up,” Max blushed. He was really embarrassed now; some snot nosed recruit now knew his deepest fear-that his wife didn't love him anymore. Kate touched Max's arm.

“Mr. Smart, if you blurted that out to someone you've known for an hour and a half, it must really be bothering you. Look, I'm not a loud mouth, ok? Anything you tell me won't leave this table.” Kate swore. Max looked up into her eyes-such nice, soft brown eyes. He suddenly felt very comfortable around her, like he could tell her anything.

“Well, I guess I really would like someone to talk to me about it…usually it's 99 who hears all my problems but this time she is my problem,” he said softly, still locked in her gaze. Kate nodded.

“Go on, then. Tell me all about it," she urged.

“Nothing like this has ever happened before! We've always been made for each other! But lately…it's just not the same. I know I'm talking like she's the bad guy but…” he looked around suspiciously. “Promise not to tell anyone?” Kate nodded. “Sometimes I think I feel the same way.”

“What way?”

“That I don't…love her as much as I used to,” Max said guiltily. He wanted to hit himself for saying anything like that--but then again, the truth hurts.

“Oh Mr. Smart, I'm sure it's not that.”

“I think it is. It's just the little things that have changed. For instance, she hasn't asked me how my day has been in over a month. And she hasn't fixed my favorite dinner in almost two months.”

“I don't think that counts as falling out of love.”

“No, but you see, that's not all of it. Its…” How could he bring this part into it and still be a gentleman? “It's other things, too.”


“Like…other things, you know,” he whispered, giving her a suggestive look. She looked blank for a moment, then her mouth made an “o” and she nodded.

“I got you,” she whispered.

“Don't tell anyone!” he whispered back fiercely.

She rolled her eyes. “No offense Mr. Smart, but who would I tell? And why would we be on the subject of your--”

“Don't say it. Not in front of your elders,” Max scolded, making a face. “And it's not like I stopped loving her because of that, but like I've said, just certain things are different now. I know that fifteen years of marriage and two kids have a way of putting out the fire, but honestly!”

“Maybe she's feeling the same way, Mr. Smart. Why don't you talk to her?”

“I've tried! I really have! But she always changes the subject!” he got a miserable look on his face. “She doesn't love me anymore. Husbands have sort of a sixth sense for things like that, and right now, that sixth sense is going haywire.”

Kate wanted to laugh, but knew she couldn't. This poor little guy was all wound up over nothing! “She's probably just a little scared to talk to you about this if she thinks you're feeling the same way. In some way, she's probably protecting you. I'm sure if you just talk to her, everything will be all right.” She assured him.

Max looked up into Kate's face again. “You know kid, you're not so bad. I had you all wrong,” he smiled. She smiled back.

“Thanks. But don't call me kid.” Kate took another drink and went on. “You know, couples who have been together like you have for so long something just need to rekindle the fire.”

“Yeah, but I've always thought those `second marriage' things you get in Las Vegas for fifty dollars are stupid,” Max admitted.

“No, not that,” Kate said, frowning. “I meant maybe a vacation together or something.”

Max wrung his hands in his lap. “No, that doesn't sound like much fun.”

“What does sound fun, then?” Kate asked almost sarcastically. Max sighed and averted his eyes. She finally started to realize maybe this wasn't one of those `I just need a break from my wife' type thing. Maybe this was serious.

“We've had these kinds of problems before in our marriage, but never ever like this. Always, in the back of my mind, I knew the only one I ever wanted was 99. And I'd always be readily willing to admit that. But now…”

“But Mr. Smart, if you've only been feeling this way for a couple of days--"

“You mean a couple of months. 3, to be precise. Before, whenever I looked at my wife her internal beauty and love overwhelmed me, even when we were having an argument. But when I've looked at her the last couple of months, she just seems like someone I live with. She's just a figure head.” Max couldn't believe he was even saying all this. What's more, he couldn't believe he was feeling like this. His beautiful bride, the mother of his children…was all that love really gone?

“Do you still love her?” Kate asked seriously.

“Well…yeah, but not the same way I always did. Now I love her because she's always been there for me, and we've always done everything together. Before I loved her because she drove me wild, she made me feel like the best guy on earth just by standing next to her. When she talked to me, even if it was about mowing the lawn or something, I couldn't have felt more love inside for her. I thanked God for every moment I was with her.”

“That's all gone now?” she asked sadly. Max wanted to cry, but nodded slowly instead.

“Yeah. All gone,” he said softly. His heart was breaking and his whole world was dissolving. He was finally faced with reality…what was going to happen to he and 99? “I've just been trying to ignore it but I can't anymore.”

“Every minute you ignore something like that it gets worse,” Kate spoke truthfully. Max nodded.

“I know. Believe me, I know.” Both sat in silence for a moment, each lost in their own private thoughts. Kate didn't know whether just to sympathize with Max or actually try to do something about it-either way could prove disastrous. Meanwhile, Max was thinking how different he would feel being a divorced man. Divorced? Him and 99? Max couldn't believe it…his perfect marriage was falling apart right in front of him, and all he could do was drink coffee and talk to a young kid about it. Kate sighed quietly.

“Mr. Smart, if you want to talk more privately…we can go to my apartment or something,” she asked sweetly. “At least we'd be able to get a decent cup of coffee there,” she said, looking down into the abyss that was her coffee cup.  

Max looked up at her without lifting his head, and smiled. “This is pretty horrible stuff, isn't it?” he laughed. She giggled.

“Yup, it is.”

“Okay,” Max said, reaching for his coat. “But I need to get back to CONTROL by about one, to pick 99 up.” Kate stopped.

“Why don't you call her by her real name?”

“I don't know her first name,” Max said simply, not aware that anything was unusual about that. Kate shrugged it off…if that was the weirdest thing that happened to her this week she'd be lucky. They both on their coats and got in the car again.

Kate instructed the directions to her house, turn by turn. She had just moved in and hoped Max wouldn't be able to tell. They finally pulled up in front of a tall apartment building. Max smiled widely.

“Hey, I used to live in this building, before me and 99 had the kids! What a coincidence!” Max cried happily. Kate smiled politely and got out. The elevator was down (again) so they had to trudge up the stairs. They stopped in front of Kate's apartment while she fished out the key. “Hey, this is my old apartment! You live here?” Max said to Kate, with eyes shining bright.

“Yeah, this is the old homestead,” she said, unlocking the door. “This was your apartment?”

“Yeah, it was for years and years! It was a bachelor pad!”

“A `pad'?” Kate said, unsure of the 60's lingo. Max looked embarrassed as he realized the `generation gap' was standing right in front of him.

“A bachelor apartment,” He corrected himself. She smiled and nodded.

“Gotcha.” She swung the door wide open and flipped on the lights. “Well then, welcome home Mr. Smart!”

He walked nervously through the doorway that had sent him on so many great adventures, both outside the apartment as well as in. It didn't look all that different, except that the color scheme was a little more modern and a few pieces of furniture were rearranged. He noticed it felt different though. He was a completely different man now than he was when he had been living between these walls, and it made him feel…well, old. “So much took place here that you don't even know about…” he muttered to Kate, but she was already in the kitchen making coffee. He sat down on his old couch and almost felt fifteen years younger…when he was still young and had so much promise to the world. When everything seemed so…easy. Now, on the threshold of a new chapter in his life, it seemed only fitting that he be right back where it all started.

“Here ya go!” Kate said cheerfully, handing a cup of coffee to Max. She sat down next to him and slipped off her shoes, then in a rather unladylike fashion, propped them up on the coffee table. She sighed and began to relax a little bit.

“You know, we sold this apartment with most of the furniture still in it,” he said. Kate could tell what he was getting at.

“The only thing that was here when I moved in was the bed, only because the guy selling it couldn't get it through the door,” she explained.

Max smiled. “I remember the day we moved out Avery carved his initials on our bed. Man, we were so mad at him…” he remembered fondly.

“Who's Avery?”

“My son.”

Kate sat up and snapped her fingers. “So that's what `AS' is. I thought someone was just being a jerk and left off the other `S' before he could finish it. Well, another mystery solved,” she said, settling back down.

“You still have it?!” Max cried loudly.

“Hey, furniture is furniture, and plus, that's a comfortable bed,” she said indignantly, crossing her arms in front of herself. Actually, she thought herself rather lucky for getting the bed thrown in with the apartment; lord knows she couldn't afford it otherwise.

“Can I go see it?” Max asked with wide eyes, like he was asking to go see some great relic from history. Kate shrugged.

“Sure, Mr. Smart. If it means that much to you.”

“It does!” he said, already racing up the steps and into the master bedroom. Before he could stop himself, he took a flying leap into the middle of the bed, just like he used to every night before bed. It bounced the same and smelled the same; he sighed contentedly, getting comfortable.  Nothing like sleeping in your own bed again.

“Havin' a good time?” Kate asked, strolling into the room. Max didn't open his eyes.

“The time of my life,” he answered. Kate sat down in a chair in the corner. This had been Max's home all the time, and she hadn't even realized it. Of course, she had always admired the man (and marveled at his good fortune in many cases) and to be living in the same place he had in his heyday made her feel like she was on the verge of great success. It was another good sign. She bit the end of her fingernail-a habit she had when she was thinking deeply about something. Even before she met the man, even before she began to work at CONTROL, something about Maxwell Smart had always been a part of her, like something you grow up with and eventually become. He didn't know about her, but Kate knew about him, and that's all she cared about. She and her brother Theo had always been into espionage…they loved the James Bond movies and other old spy films. She herself had seen Mata Hari about twelve thousand times. Once, when they were little and sitting up in the secret tree house they had built by themselves, Theo and Kate swore on their lives that they would become the greatest spies mankind ever had known. It wasn't one of those promises you make just because you're interested in the subject at the time-no, this was very different. The tree house they had built was considered a place of business-spy business-and they had always taken that very seriously. Kate and Theo would take their “spy route” every day after school, visiting the same people each time, and documenting their every move. Paperwork was a fetish for Theo…he loved to organize, categorize and analyze everything that they had put down on paper. Kate, on the other hand, loved sneaking into dark and sometimes dangerous places. She loved to be able to see people who couldn't see her. She loved the excitement of escaping at the last possible moment with great speed and agility. They never, ever told their parents about their future career. Even from a young age Theo and Kate realized no one would be able to know about their job, and also knew that by talking about it with people like adults might make them change their minds. The adults, of course, would say it was silly and dangerous-nobody grows up to be a spy. But that's what they had been born to do, and no one would or could tell them otherwise. That's why they had made the pact. To become great spies. To save the free world over and over again. They had it written down in a very formal looking document. It contained the step-by-step plans to becoming a great spy, and included their examples of who they'd like to become. Theo had piped up right away and declared he wanted to be just like James Bond, suave and intelligent, with beautiful women hanging on his every word and making a daring escape out of every situation. Kate had promised to be just like Maxwell Smart. Theo had looked at her strangely, and asked who that was-she told him that Maxwell Smart just happened to be the greatest spy in the world, thank you very much. Theo had shrugged and documented it for further discussion. Kate slowly came out of her daze-she still had the paper hidden in the first drawer of her dresser. It served as an inspiration of a promise she made to herself long ago. She didn't know if Theo still remembered it, but it was as much a part of her as Maxwell Smart was. There, looking back on her promise, Kate felt the pride swell within her. She had done it, just like she promised, and she would become a great spy. After all, she was living under the roof of her idol, and hopefully her mentor. How much better could she do?

Kate looked back over at Max, who was still lying on the bed and looking at her with a slight smile on his face. She smiled back. “What?” she asked, almost laughing.

“Nothing. You just looked completely lost in thought.”

“Well, I was,” she conceded.

“About what?” Max asked playfully. Kate laughed.

“I was thinking about how when I was a kid I always wanted to be a spy and to be just like the great Maxwell Smart,” she said honestly. Max smiled widely and looked at the ceiling. He was silent a moment.

“No you weren't.”

“Yes, yes I was. I was thinking about this contract I signed with my brother saying that he and I were going to be really good spies someday, and we had to put down which spy we would most like to be. He put down James Bond and I put down Maxwell Smart,” Kate continued. Max was smiling ear to ear by this time, glowing with self-importance.

“Yeah?” he said softly, still not looking at Kate.

“Sure! I still have it, wanna see it?” she exclaimed, already bouncing up and dashing to her dresser. What a great kid, he thought to himself. It had been a while since anyone had made him feel important and admired. When that finally hits you after a long time, it feels pretty darn good, and made Max want to run up and hug her for that. “Here it is! I've always kept it. Whenever I feel discouraged or frustrated with a case, I always pull this out and read it again. It gives me new strength.” Kate said proudly, presenting to it Max. He took it from her and read.

And we, the undersigned, swear to be the greatest spies mankind has ever known. If at any time we feel like we want to quit, that sibling is to read this over and seriously re-evaluate his or her life. Because after all, what kind of life is it if you're not a spy?” Max laughed. “Amen to that, kiddo.” Kate giggled and he kept reading. “As far as we can tell, the only way to become a great spy is to pattern your life after a great spy. Therefore, Theodore Benjamin Bloom has decided to pattern his life after James Bond, and Katherine Erin Bloom has decided to pattern her life after Maxwell Smart, whoever that is. I guess Theo wrote this, huh?” Kate nodded. He folded the paper and gave it back to Kate. “You're lucky you had the sense to keep that.”

“Yeah, I know. I don't know where I'd be without it. Probably in some stuffy office behind a desk.” Kate said, making a face. She put it back in the drawer and closed it. Glancing at the clock, she told Max, “Hey, it's quarter to one. You'd better get going.” She slipped on a sweatshirt and looked over at Max. “Did you hear me?”

Max was completely lost in Kate's face and had been for several minutes. “Hm?”

“I said, you'd better get going. It's almost one o'clock,” she said, overemphasizing each syllable, pointing to the clock. Max glimpsed at the clock and realized she was right. Almost reluctantly, he got up out of the bed.

“Yeah, you're right. I have to go," he said sadly. “Well! I'll see you tomorrow, Kate.” Max began to walk out of the room, but stopped in the doorway. “Hey Kate? Um, I didn't mean to you know, yell at you today. I should have helped you out inside the simulator, but you did great without me. Really, you did. You show a lot of promise and I know you're going to be that great spy you've always wanted to be.” He winked at her. “You're going to be all right, kid.”

Kate smiled and looked away. “Thanks, Mr. Smart. I appreciate that more than you realize.” And I appreciate your appreciation more than you realize, Max thought.

“You can call me Max,” he said, almost as an afterthought. She nodded.

“Ok, Max. See you tomorrow.” He smiled at her and showed himself out. The cool air only made his mood better-the wind had stopped blowing so it wasn't so horribly cold as it had been earlier. The sun had broken free of the clouds and Max reveled to have it shining in his face. He sighed contently, happier than he had been in months. That Kate sure was something. Anyone who could make you feel young and valued was a special person. And Kate was.

He found himself whistling on he drive back to CONTROL, something he hadn't done in a while. He parked and walked lightly to the Chief's office, where 99 was already waiting for him.

“There you are!” she said, standing up and grabbing her purse from the floor. “I was beginning to wonder.”

“You said one o'clock. I'm still a minute early.” Max noted while looking at his wristwatch.

“I think your watch is off, dear. The clock up there says it's one fifteen.” 99 said motioning to the clock in the corner. Max shook his head.

“That clock has always been fast. Chief fixed it that way so we'd always get here early, remember?”

“Yes, but he later switched it to the right time we began to show up early and he'd have nothing for us to do, remember?”

“Of course, but then he switched it back again and didn't tell us when we began to stroll in late.”


“99, I know for a fact that clock is off. The clock at Kate's apartment was the same time as my watch, and I left at ten of one.” Max said in a sort of `so there!' tone, crossing his arms in front of himself. 99 gave him a wry look.

“And why, prey tell, were you at Kate's apartment?” she asked suspiciously. Max realized he'd put himself in a bad position. He smiled.

“Well, I was, that is to say, I uh, helping her hang pictures, and…”

“Save it, Max.” 99 said patiently. She felt a headache coming on.

“But guess what?” he said eagerly. “She lives in my-I mean our-old apartment!” That was an interesting tidbit, but 99 chose to ignore it.

“Well, what a coincidence. How about we get home, hmm?” she said, spinning on her heel and heading out the door. 99 was fully aware something was wrong with Max, and she didn't know what it was. It had been bothering her all day but she didn't want to bring it up. It was ripping her apart inside-what was wrong? He had been acting strangely lately…kind of mopey or something, and she didn't know why. Whenever 99 felt Max was mad at her or upset with her in any way she just turned to stone. That was her defense. Usually it worked and Max apologized or cornered her to ask her what was wrong, but he hadn't attempted it this time. Wasn't he interested in her anymore? And then this; Max hanging out at his old bachelor pad with a twenty something spy recruit. It did nothing to improve her mood.

Max followed her out to the car. They both stayed silent the entire trip, like they had that morning. When they arrived home 99 thrust a piece of paper at Max.

“Max dear, would you mind running those errands for me? I have to clean up around the house before the kids get home and mess it up again.” Max reluctantly took the piece of paper from 99. Running errands was definitely not a favorite chore of Max's.

“Sure 99, no problem.” He said, looking over the list. She moved to kiss him goodbye, but Max didn't notice and leaned over to fix the tongue of his shoe-it had been bothering him the entire car ride. 99 tried to pretend that didn't happen; maybe Max didn't want to kiss her goodbye. She got out of the car, confused and perhaps slightly hurt, and went inside to do some cleaning up.

The first item on the list was to pick up the dry cleaning. Max hated doing that, since no matter what he always seemed to drag the clothes along the ground and not notice it until the day he was wearing them. He did it though, with a minimal amount of dragging, and proceeded then to the grocery store. He felt his shoulders slump as soon as he saw the parking lot. In another inescapable law of life, there always seemed to be thirteen million people at the grocery store, and half of those were always trying to find a parking spot. It never ceased to amaze Max that he could endure weeks of torture with a limited amount of problems, but one hour in the grocery store left him with a strong urge to kill anyone who tried to challenge him.

Max managed to find a spot in the very back of the lot and trekked the seemingly miles up to the store. These convenience stores aren't convenient at all, he thought. Even the short list seemed to take forever. Crazed people wielding shopping carts were around every corner, along with big women with big rear ends and big purses were a constant threat. Max was tired and annoyed by the time he reached the checkout. The cheery checkout girl only made it worse, asking him over and over again if he had coupons or their discount card. He took a deep breath when he got back to the car, feeling as if he'd just gotten back from his most dangerous mission to date. How did 99 stand it all the time?

The next and last item on the list was to pick the kids up from school. He looked at his watch and was pleased to find that for once he wouldn't be late. Finally, something was going his way. He arrived at the school with no mishaps and waited with the long line of cars for the kids to get out of school. Meanwhile, he just sat back, relaxed and closed his eyes…

“Get out of my way, you worm! I'm riding shotgun!” Max heard Carry screech a moment later. She swung open the door and looked at Max critically. “What're you doing here?” she barked, as though she had never seen Max before.

“Well, I was going to give you a ride home, but if you don't want one…” Max drove a few feet up the drive just to scare Carry. He heard her yelling and stopped. “I was just having a little fun!” he said mischievously. Carry scowled.

“That was real funny, Dad,” she muttered, getting in the front seat. Avery slid in the back seat and smiled at Max.

“Hi Dad!” he cried lightheartedly. “How was your day?”

“Uh…ok.” Max lied. “How about yours?”

“It was great! We're reading this book called The Metamorphosis, and it's about this guy who turns into a cockroach-“

“Ew Avery! You're gross!” Carry screamed.

“It's not gross! It's symbolism! Anyway, he turns into this cockroach and-“

“Avery, not while your sister is in the car, ok? My ears can only take so much.” Carry stuck her tongue out at Avery, and Avery just looked out the window. “How was your day, dear?” Max asked Carry.

“Horrible, as usual. As soon as I turn 16, I'm dropping out.”

“No you're not!” Max shouted. “We will not have a drop out in this family! Plus, what kind of future do you have ahead of you if you quit school?” If it was one thing Max was passionate about, it was his kids getting a good education. Even if Carry or Avery were joking about dropping out, he usually got upset with them. He firmly believed you could do anything you wanted to, provided you were educated enough.

“Daaaad! Lots of people who drop out of high school go on to be very successful!”

“In what? The fast food industry?”

“No! In the entertainment business!” Carry said, folding her arms in front of herself.

“The entertainment business! Like what? A singing waitress?” Max cried. Avery laughed.

“Shut up barf face!” Carry hissed at her brother.

“Sorry Carry, but I'm imagining you up on top of a table, microphone in one hand and a meal for three in the other!” he roared uncontrollably. Max began to laugh too, until Carry shot him the look of death. He cleared his throat.

“As I was saying, no one in my home will be a dropout! No good comes of it!” he preached with one finger in the air. “Let's talk about something else. Something that doesn't require my undivided attention.”

“I got an A on my history test!” Avery said proudly.

“What else is new?” Carry muttered.

“Well good for you, son! You studied pretty hard for that one, didn't you?”

“I had to. You were helping me study and kept telling me the wrong answers. It took me all night to memorize the right ones.” Avery reminded him.

“Oh yeah. Sorry bout that,” he said sheepishly. Avery smiled.

“It's ok Dad! Not a big deal!” he said good-naturedly. “Thanks for helping me, anyway!”

I messed the kid up and caused him to have to study all night, and he still thanks me, Max thought. They pulled up in the driveway and all three got out. Avery ran to the door and threw it wide open.

“Mom! We're home!” Avery called out, tossing his book bag in the corner and running right to 99 to give her a hug. “How was your day, Mom?”

She smiled. “It just got a lot better, kid!” she said, ruffling his hair. He grinned at her.

“I gotta go, Mom. Told Tex I'd meet him. Is it ok if I stay over there for dinner?”

“Yes, that's fine.”

“Ok, bye Mom! Bye Dad! Bye Carry!” Avery shouted to all of them, striding out the front door. “Be back in a few hours!”

Carry retreated right away to her room. Max and 99 were alone.

Max sat down on the couch after putting the groceries away and began to read the paper. “Maaaax! You got chunky peanut butter! No one in this house eats chunky!” 99 called from the kitchen. Max cringed; he always did that!

“Sorry about that. I'll go get the regular kind tomorrow,” he said, turning back to his paper. 99 stood in the doorway.

“Actually, I need it tonight for what I'm cooking. Just go pick some up, ok?”

He thought about another ordeal at the market and shuddered. “Just fix something else, 99. What's the big deal?”

99 looked insulted. “What's the big deal? What's the big deal? Max, I've had a hard day and all I wanted to do is to make something good for dinner! I asked you to do one simple thing and you mess it up!”

“I said I'm sorry, but I'm not going back to that hellhole.”

Rage began to boil up inside of 99. This was fast not becoming a conversation about peanut butter. “You know, I put up with a lot in this marriage, and when I ask you to do one thing it suddenly becomes a burden!”

“You put up with a lot? What is that supposed to mean? That I don't do my share around here? That you just put up with me? Just what are you saying?” All the bad days Max had had in the last few months were suddenly surfacing into one, gigantic storm.

“If you could do just one thing right the first time, it would make my life ten thousand times easier! Face it Max, you are arrogant and self serving! I'm really getting fed up with your antics!”

My antics! And what do you mean if I could do one thing right?!”

“Max, you have no idea what it's like being married to a man like you! I-“

“And you have no idea what it's like to be me married to you! What's wrong with you, anyway? You've been treating me like a convict for the last three months!”

“You mean now that I'm not wasting my every waking moment doing things for you? Is that what you mean? Because if it is, then you've got another thing coming! If you think for one moment that I like listening to you whine about your day when I've had an even worse one you are insane! And what about all the things I do for you?!”

“What about all the things I do for you? Listen to you! You call me self serving!”

99 slammed the jar of peanut butter down on the counter. “And you honestly think you're not? Max, you're the biggest baby I've ever met! I have to do everything for you, and when I do, you just ask me to do more! I can't believe I put up with you, day after day!”

“What are you saying?”

“That maybe I don't want to put up with you anymore!” she screamed. Max's heart sunk. So it was true. 99 didn't want him anymore.

“You don't?” he asked weakly.

“No! And to tell you the truth Max, for the last few months I've been questioning why I'm even still here. And what's more, I've been asking myself why I married you in the first place!” 99 shouted, oblivious to Max's breaking heart. He stood up and walked over to her.

“Just calm down. I'm sure you don't mean what you're saying.”

“The hell I don't! I've never meant anything more in my entire life!” 99 yelled. She hated being this hard on him, because she knew he was hurt easily, but something had snapped inside of her and she couldn't help herself.

“Hey! It's just peanut butter for crying out loud!”

“Maaaax! That shows how ignorant you are about other people's feelings! My emotions have been trampled on one too many times! I have been under appreciated for way too long! Maxwell Smart, I hate you!” she spat at him, slapping him right in the face.

Max yelped a little bit. That hurt. She was actually, physically trying to hurt him! The words hurt much more however. He felt like a long sharp dagger had been plunged into his chest and ripped his heart out. He looked back up into his long time lover's face and saw neither remorse nor any emotion whatsoever. Max could feel a lump rising in his throat, so he grabbed his jacket and slammed the door, leaving his home.

He drove all the way to headquarters; he had to go see the one other person he respected and trusted in his life, the Chief. He found him already coming out of the building, searching for his car keys. Max screeched to a halt and got out of the car. The Chief saw him and was surprised to see by the look on Max's face that something was seriously wrong.

“Chief! I gotta talk to you!” Max cried hysterically as he grabbed Chief by the coat. “Please, I really need to talk to someone, this can't wait!”

“What is it? Are we in danger, is there someone out here?”

“No, no it's not that, please can we go back to your office?” Max pleaded. The Chief nodded and hurriedly followed Max back into the building.

“Chief, 99 hates me and is going to leave me and I'm going to die unhappy and alone!” Max howled as soon as they were in the Chief's office. “And don't try to tell me I'm imagining things because I'm not! This time I'm not! She told me herself! She told me she hated me and didn't want to put up with me any more and then she slapped me! And it hurt, too!” Max, in spite of his large ego and pride to boot, broke down and began to cry right there in front of the Chief.

Outside in the hall, Kate heard someone yelling or something, so she entered the Chief's office through the back way and found Max with his head down on the Chief's desk and crying. The Chief was trying to console him as he went on.

“I could sense something was wrong but I never thought it would lead to this! I didn't even know she felt that way or else I would have done something about it! Chief, what am I going to do without her?!” he wailed. The Chief motioned for Kate to come over and help him out somewhat. She hurried over and stroked Max's hair.

“Max, its ok, I'm here.” She said softly. Max's sobs stopped and he looked up at Kate. He was embarrassed of course, and tried to dry his eyes on his sleeves.

“Sorry Kate,” he muttered.

“Don't be sorry. Come on, let's go sit on the sofa and you tell me everything, ok?” Max nodded and sat down on the sofa next to Kate. She put her arm around him gently.

“See, it all started with the peanut butter. I had to go grocery shopping today and I accidentally got chunky instead of creamy. And 99 told me I had to go return it but I didn't want to, and she told me that I couldn't do anything right and she put up with a lot, and then she said she wished she hadn't married me and then she slapped me,” He looked up at Kate. “But don't feel sorry for me. I said some bad things too.”

She nodded. “Well, I figured there had to be something in between there.”

He sniffed. “I can't believe everything we meant to each other was a lie. Everything I thought I was to her meant nothing. But I fooled her; she still means everything to me.” he said sadly. Max buried his face in his hands and tried to recoup a little bit. Having a breakdown inside the headquarters was just unprofessional, and if nothing else Max was going to be professional in his work. He sighed heavily and attempted to center himself. Kate patted him on the back.

“I'm sure both of you just need to cool down a little bit. Give her a couple of days. In a few days everything will look brighter.” Kate said optimistically. “Until then you can stay with me, if you'd like.”

The Chief cleared his throat. “I'm not sure that's such a good idea. If you think 99 is mad at you now Max, just wait until she finds out you spent a couple of days with another woman.”

Max nodded. “You're right. No offense, Kate. Thanks for the offer, though. Could I stay with you, Chief?”

The Chief shook his head. “No can do, Max. KAOS is bound to get wind of this momentarily and will try to use your weakness as a means of capture. The first place they'll look is my house.” They all sat around and thought a bit.

“Wait! Chief, KAOS doesn't know about Kate yet! She's too new! And the last place they'll think to look for me is my old apartment!”

“But Max, even if they did find you then 99 would find out about it!” Kate pointed out.

“This is more mature than I usually like to be, but national security is more important than my marriage, which seems to be non-existent at this point.” Max said. The Chief nodded.

“You're right, Max. Maybe staying with Kate is the best solution. I'll give you a couple days off and tell 99 you went on a vacation or you're staying at my house or something. That way she won't know about you staying at Kate's. It will give you time to rethink your current situation.” Max nodded gratefully.

“Thank you. You know, you have always been one of the most important people in my life. Always been there for me when I needed you, you know.” Max said awkwardly. The Chief smirked.

“Um…well, you're welcome Max. Now go on. I'll see you in two days.” Kate took Max's hand (which sent a little jolt through his body) and led him down to her car.

“Come on, I'll drive.” Even thought Max had been a bachelor again for about two minutes, he was already looking at Kate in a different light, which scared him a little. He ignored his masculine instincts and got in Kate's little car. “Sorry the car's so crappy. It's the only one I could afford.” Kate said, a little embarrassed. The car's little motor made a deafening sound when revved up which made both of them flinch. “Its worse on cold days.” She muttered, pulling out into the street.

“I really am sorry about the way you found me back there. Believe me, that's the first time I've ever acted like that!” Max assured Kate.

“Max, it's ok. It doesn't lessen my opinion of you at all.”

Max looked over at her hopefully. “It doesn't?”

“Nope. You don't have to feel embarrassed about it.  I'm sure if I was going through this I would have cried a lot harder.”

“Yeah, but you're a girl.


“So…girl's usually take things like this harder than men do.” Max said carefully. Kate was about to explode at him and tell him exactly what things she took harder, but realized Max was kind of the `old school' and women of his generation were not like her.

“Maybe most women would. But not me. I'm different.”

“I know.” Max sighed absent mindedly, staring out the window. Suddenly he felt a whole lot better, knowing Kate was right beside him and he would get to spend some time with her. They drove quietly back to her (and his) apartment, feeling much was said in silence. He opened the door for her and let her ahead of him.

“Do you want some dinner, Max?” Kate asked, taking off her coat. Max shook his head.

“No thanks, Kate. I'm not real hungry.”

“Ok. I'm gonna get some pizza then!” she said excitedly, already dialing the number. “They know my name and everyth-Hello? Hi, this is Kate!” Max looked at her strangely but kept his comments to himself. He could hear the person on the other end greeting Kate enthusiastically. “Yeah, I want my usual, only I want some pineapple thrown on this time. Yeah, I'm in a tropical mood tonight. No, large. Someone's here with me. Can I have some breadsticks too? Oh, and some of that cheese I can dip them in. And some cokes, ok? I like fountain cokes. Actually, could you throw in a Hoagie sandwich with that? I'm kinda hungry. Yeah, ok. All right, thanks.” Kate hung up the phone and yawned.

“What is your usual?” Max asked curiously.

“Pepperoni, sausage, onions, Canadian bacon, veggies and extra cheese.” Kate said unfazed, walking up the steps. “Be right back. Gonna change my clothes.” She disappeared into in bedroom, closing the door behind her. Max decided to flush some cold water on his face. He walked up the steps and into the hall bathroom. At least that looked exactly the same as it had before. He ran the cold water, holding his hand under until it was absolutely chilly, then cupped his hands and held it to his face. The frigid water stung every pore in his face, but he felt much better. While drying his face with a towel, Max happened to catch a glimpse of himself in the mirror. He had looked into this mirror every day before work, and every day it had reflected back a strong, competent, trusting man. Sighing, he realized he might not be any of those any more. All he had become, however much he changed could be seen in his eyes. Max hated times like this. Times of change. The only changes that he could ever remember were changes for the worst, and he was face to face with yet another one. Everything he had ever thought exciting or worthwhile no longer interested him. Everything he'd felt for 99 had been just a phase, and that was harder to accept than anything. He shook his head thoughtfully and opened the door into the bedroom.

“Eeeeek! What are you doing?!” Kate screamed, throwing a towel around her as Max threw open the bedroom door.

“I'm sorry! I just did it out of habit!” Max explained, averting his eyes from Kate. “See, I used to just come in through the bedroom this way, and-“

“I don't care! Shut the door!” she continued to yell. Max entered the room and shut the door behind him. Kate rolled her eyes. “I meant shut the door so you can't see me!”

“Oh! Right!” Max said in recognition, once again walking into the bathroom and closing the door behind him. “Sorry about that!” he shouted at the door. “I didn't see anything, you know!”

“Good!” came the exasperated response. Kate, fully clothed, opened the door to the bathroom a moment later.

“Kate, you know better than to walk in on somebody in the bathroom!” Max gasped. Kate rolled her eyes again and grabbed the brush on the basin.

“You are one in a million, Max.” she laughed, combing her short dark hair. He smiled at (what he thought) was the compliment.

“I try to stay humble, but Lord knows it's hard,” he said modestly. Kate tried to suppress a smile until she was at least out of the room. The doorbell rang a second later.

“The pizza! I'll get it!” Kate said, bounding down the stairs, tripping over the last few. She jogged to the door and thrust some money at the pizza boy. “Hi Todd! Did you make my pizza the way I like it?”

“Sure did! A little bit burnt on the bottom!” Todd said, taking the money from Kate.

“Great! Keep the change!” she slammed the door and ripped open the box, immediately starting to devour the first slice.

“Hey kid, take it easy! You don't want to choke, do ya?” Max scolded, coming down the steps. Kate shot him a sarcastic look with some pizza hanging out of the left side of her mouth.

“Man, in my house, I am the predator and this is the prey.” She said, motioning to the pizza. Max looked critically at the strange looking mess inside the box.

“How can you eat this stuff?”

“Like this!” Kate took another humongous bite, savoring each morsel. “Nummy! Come on Max, try some!” He shook his head and began to read the newspaper on the couch. She sat down next to him and munched away happily. Finally, Max couldn't stand it anymore and took a slice.

“I know this is going to be gross, but I have to see what you're raving about,” he muttered. Kate looked amused as Max bravely bit off a small end of the slice.

“Come on, Max! You gotta take a big bite, to get the full effect!” she coaxed.

“I have braved every torture known to man, but I am not about to take a big bite out of this pizza.”

“Then you're a coward!” she shouted playfully. Just to spite her (and before he really realized what he was doing), Max took a big mouthful out of the slice. He then realized what he had done and reached for a napkin. “Nope! No napkin! Think a girl has a stronger stomach than you???” she taunted. Max got an indignant look on his face and would have said something, but his mouth was full. He chewed the horrible gunk with a miserable look on his face. Kate giggled and watched him. Finally, he swallowed.

“You know, that wasn't half bad.” Max admitted, looking thoughtfully at the pizza. Kate looked shocked.

“No one else on Earth has ever liked my pizza.”

“That's because they haven't half the guts that I do.” Max proclaimed proudly, taking another bite. Kate patted Max on the back affectionately.

“That they do not, Max.” They both sat there talking for a long while, eating up every last morsel Todd had delivered. Max hadn't had a good exotic dinner in months, and that old heartburn really hit the spot. He was beginning to feel human again, with Kate's straight and cheerful talk. She told some funny stories about she and Theo in the spy school as well as when they were younger.

“Yeah, and so, we devised this plan, see? To make mowing the lawn a whole lot easier!” Kate said, already laughing hysterically. Max was laughing just as hard from the previous story, and felt like he was going to bust a seam if she told another. “Theo thought that since we lived on a hill we could just tie a rope to the lawn mower and pull it up and down the lawn!” Kate cried, barely able to get her words out. “So we got this huge rope and tied it to the handle, revved up the lawn mower and let it glide down the hill, but when it got to the bottom it kept going! And it took out the entire rose bed of our neighbor plus rammed into the side of a parked car!!” she finished, rolling on the ground remembering the scene. Max was laughing so hard he couldn't catch his breath, and had to lie down on the couch to compose himself somewhat.

“Don't say anything else, don't say a word, I might die!” he pleaded helplessly, still giggling uncontrollably. Kate lay in a heap on the floor, with her face buried in a pillow. She was still laughing but didn't want to set Max off again. They were silent a moment, seeming to have regained control. Then they looked back at one another and started laughing all over again.

It was a half an hour before they had to stop. Both of their sides were killing them, and having eaten so much food didn't help. Kate stayed on the floor, in sort of a half comatose daze, while Max stared at the ceiling and concentrated on not laughing anymore. He looked over at Kate and smiled. “You know, tonight was exactly what I needed. Just some strange food and some good laughs.”

“Some good laughs?”

“Ok, I'll level with you, I've never laughed that hard. Did you see me? I started crying I was laughing so hard!” Max pondered, lost in the thought of it. “I owe you one, kid.”

“I know.” She said, getting up and sitting next to the couch, looking over Max.

“No, I'm serious.” He said solemnly, sitting up and facing her. “I lied when I said `tonight' was exactly what I needed. What I meant was, you were exactly what I needed.” Max waited breathlessly for a response. Kate didn't quite know what to say-her mouth was open but no sounds were coming out.

“Max, I-“

“I meant it. You are exactly what I need.” With this, Max leaned over and kissed Kate gently on the cheek. She jumped up.

“Wait a minute, wait a minute! What was that for?!” Max stood up to face her.

“Kate, a lot of things came together tonight!” he said, placing his hand on her hip. She pushed it away.

“Max, stop it!”

“Why? What's wrong?” he said softly. Much to Kate's dismay, he wrapped his arms around her waist tenderly and began to stroke her hair. “Look, no one has to know.”

“Know what? Max, please!” Kate cried, trying to push him away. He held her tight and looked deeply into her eyes. “Oh no…” she muttered, as she began to fall into Max's gaze.

He held her tighter and spoke in a low voice. “Just don't tell anyone and we'll be fine.” He was no longer thinking about 99; no longer thinking about the kids, or the Chief, or anyone other than he and Kate.

“Oh Max, we're not actually going to-“

“Shhhh.” He cooed gently. He pulled her close to him and kissed her lovingly. Kate inhaled deeply; she'd never been kissed like that. Not one so full of affection and emotion. All the men she had been with thus far were only interested in one thing, and never really cared what she thought or felt. She was lucky if she got a few kind words and a good night. Max was the first man ever that didn't treat her like his property. Maybe there was something to these married men?

She pushed him away as soon as she remembered that fact-that he was taken. “Max, you know, you've got a wife and kids…”

“Honey, I ain't the same man I was when I woke up this morning.” He said impatiently. She broke free of his grip and stared at him.

“Max, please don't tell me you're one of those guys who leaves his wife and kids for a younger woman and calls it his mid-life crisis.” She said, backing away slowly. He followed.

I'm not! A tiny voice cried from deep down inside Max. He tried to ignore it. “Look, you saw what happened today. How can I help what I feel?”

“I don't know, but try!” Kate shouted, throwing a pillow at him. “I will not be the person who breaks up your marriage! I will not be someone's love affair!”

“You say it like it's a bad thing!” Max persuaded her, knowing full well it was only his anger toward 99 that was making him do it. He made a mad grab at her, and Kate smacked him.

“Snap out of it, Max! I know you don't know what you're doing right now, and I don't want you to do something you'll regret!”

Max sat down on the couch, pondering how ironic that he'd gotten smacked twice that day both by women he loved. The doorbell rang suddenly; Max stood at attention. Kate bounded over to the door.

“Who is it?” she asked.

“It's Avery!”

“Avery!” Max muttered.

“Um, hi! Who are you looking for?”

“My dad. I know he's in there, I just need to talk to him real quick.” Kate looked at Max; he nodded.

“Let him in.” Max said, straightening his hair and coat. She opened the door. Avery stood there, looking cold and wet.

“It's raining outside.” He announced. They both nodded.

“We can see by your clothes. What'd you do, ride your bike?” Max asked, getting him a towel from the closet.

“Uh huh. I didn't want Mom to know I came.” He said, coming in and standing by the fire to warm himself up. Max took Avery's soaking wet jacket and put in on the back of a chair, and wrapped a blanket around his son.

“What did you want to talk about?” Max asked, knowing full well. Avery sat down on the floor and huddled under the towel.

“Its about Mom. She hasn't said it, but she wants you to come back. I mean, you've only been gone for what, five or six hours? She's a wreck! Dad, she knows you're not staying at the Chief's.” Avery said, looking up at Max with his big brown eyes.

“How'd she know that?” Max asked, astonished.

“How should I know? She just knows, and you hurt her pretty bad. Dad, don't you love Mom any more?”

“Oh, Avery…” Max muttered, standing up and beginning to pace. That was the worst possible question Avery could have asked him right now. “Sure I do.”

“Then what the heck are you doing here?!” Avery cried, throwing the blanket off himself. “Why aren't you at home, with her? And why does your cheek have lipstick on it?” he continued on, pointing to Max's cheek.

Max rubbed his cheek and was surprised to find that Avery was right. “Ah…would you believe I was modeling the new spring hues?” Avery rolled his eyes.

“Dad, I may be young, but I'm not stupid.” He said, somewhat sadly. “Mom said that you were here with another girl and I didn't believe it. I just wanted to come and see for myself. I'll leave you two alone now. Sorry I disturbed you, which I obviously did.” Avery took his wet coat and started for the door. He couldn't describe the feeling he felt inside-his dad, his hero, his idol! Suddenly everything Max had ever taught him didn't ring as true as it once did. His own dad, doing something like this. He would have never thought it could happen, not in a million years! And me, Avery thought, I must not mean as much to him as I thought I did. He got as front as the doorway before Max grabbed him and swung him around.

“Avery, there are certain things you don't understand right now!”

“I understand what's going on, Dad.”

“No, I mean you can't understand them until you're ever god forbid in a situation like this one!”

“So when I grow up, and I have kids and a wife, and when that wife yells at me because she's frustrated, its ok to go running after other girls?”

“No, no, it's not like that at all! What are you saying? I'm not running after other girls!”

“Well, that's sure what it looks like.” Avery said crossly. Max gulped; it did look pretty bad.

“Everything is not as it seems, Avery. Nothing is as it seems.” Max said fiercely. Avery looked away, afraid to look in his dad's eyes.

“Apparently not, Dad.” Avery whispered.

The charade was over. The reality that he had to go home and fix this was gnawing at him. Deep down, 99 was who Max wanted, just like always. But maybe this time he'd let it go to far before doing something about it. That's why it had seemed so deceiving. Max sighed and sat down on the floor in front of Avery, still looking up at him. “You're right. You know I'm not like this. I don't ever run away from my problems, not ever, even if it does mean humiliating myself.” Avery stood next to him, waiting for him to continue. “I haven't quite been myself lately. Just been a little frustrated, I guess. But there are some times in your life when you look at everything around you, and it almost seems easier to try to start over than to fix the problem. I guess I thought this was one of those times, but I was wrong, and I'm sorry you had to bear the brunt of it.” Suddenly Max shot up and put his hands on his hips. “I have to fix this before it ruins me. Come on, we're going home.” Max looked back over at Kate, who was still standing on top of the couch. “Um…look, just completely disregard my actions tonight, ok? I mean, I didn't really mean them. You're a great kid and I like you a lot. I'm sorry I did this to you.” He looked away, and shoved his hands in his pocket. “I still love my wife, and I'm ashamed that it had to go this far before I realized it.”

“I knew you did.” Kate said, finally starting to breathe again. “It's ok Max. No one has to know.”

“Good. And we'll keep this to ourselves, right?” said Max, glancing over at his son. Avery nodded and smiled. “Good! Let's go!” Kate threw her car keys at Max and he and Avery left.

“Pretty funky apartment, Dad.” Avery laughed. Max was going to try to explain what a swinging bachelor pad was supposed to look like, but decided against it. Talk about a generation gap. “Whose car is this?” Avery asked as soon as they stopped in front of Kate's little Geo.

“Oh, it's Kate's. Just leave your bike in the hallway of the building, we'll come back for it.” Avery did so and returned quickly; Max already had warmed up the car and was trying to figure out how to drive this curious contraption. It seemed like it was only two feet long and three inches wide…it was going to be like driving a go-cart.

After a minimal amount of damage and only one police chase, Max and Avery returned home. Max bounded up the steps right away to find 99 in her nightgown in bed, surrounded by wet tissues. He sighed contently; she'd never looked more beautiful.

“Hi!” he said breathlessly, standing in the doorway. “I know you're probably really mad at me and for good reason! But I want to explain what's going on and then make up with you because I don't like it when you're mad at me. Number One! I don't care if you hate me, I love you and can't live without you, and it'd be cruel to make me try. I will admit, I was having some doubts about my feelings toward you, but that's gone now! And I'll tell you how! Number Two! Yes, I was at Kate's tonight, but I honestly didn't want to go in the first place! It wasn't my fault, I didn't bring it up! And ok, yes, I…I did kiss Kate…but that's what made me realize I still wanted to be with you! It didn't feel right, it didn't feel like… you! I made myself do it because that's what I thought I wanted and I thought as soon as I kissed her I'd be convinced I wanted her but I wasn't! Then Avery showed up all wet and upset at me and that made me feel even worse because I'm not that kind of man and I'm not that kind of father!”

“So basically you're here on a guilt trip!” 99 cried miserably, beginning to sob all over again.

“No, and that brings me to Number Three!” He walked steadfastly to 99's side and held her hand. “See, as we get older, love changes. It doesn't necessarily go away or fade, it just changes. This morning I thought that since my love for you had changed, and I thought I'd stopped loving you which is why I was in a bad mood, and-“

“Then how do you feel about me?!”

Max thought for a moment, conjuring up his emotions into words. “Well lessee…this morning in the café I told Kate that I loved you because we had been together for so long and we've always done everything together. How's that?”

99 threw her tissue down. “You're going to have to do better than that!”

“I said that before, you drove me wild and made me feel really good just by being near you!” Hm, this was not going well. “Um…”

“You mean you don't feel that way anymore?” 99 wailed.

Right in that moment an epiphany hit Max, making so much sense it blurred his vision. “Wait a minute! Wait, I've got it! I understand it now! Ooooh yes, I got it!” Max said happily, dancing around. 99 sighed heavily.

“Have what?”

“99, our love has changed but it also is the same! Know how I know? You still drive me wild or else I wouldn't be here right now! And you like it that I can't live without you or else you wouldn't be crying so hard! And even though you're sitting there crying because of me I feel a hundred times better than I did when I was kissing Kate! That still means you make me feel like the best guy on Earth whenever I'm around you! And we have been through so much together only now is it all starting to click in and be a part of our everyday lives! That means we can't get a divorce because we were made for each other! Get it?!” Max cried in all one breath. He was so proud of himself for understanding his emotions that he nearly collapsed…that and the boy needed to breathe. 99 sat there a moment, trying to translate Max's outburst into something she could halfway understand.

It was true the man drove her insane sometimes. It was true he was arrogant. But it also felt good to be needed in a way that he needed her. Max obviously knew and believed whatever it was he was ranting about, which stirred 99's heart to believe he did in fact still care deeply for her. He was right-Max wouldn't have come back to her just to be nice. He still loved her and knew he couldn't run away from his problems. The simple fact that he had admitted to kissing another woman and disliking it proved that something had changed, which was the icing on the cake. She looked back over at him; Max was now down on his knees looking pitiful.

“Will you take me back?” he pleaded. Despite her mood, 99 smiled feeling a wave of gigantic relief washing over her.

“You never lost me!” she said, holding her arms out. He hugged her, dragging her out of bed and standing her up face to face with him.

“You don't know how glad I am to hear that.”

“Yes, I do. I feel the same way.” She said softly, hugging him closer. Max sighed contently; finally, it was over, and he got the girl in the end, just how it was supposed to be.

“Now 99, about that peanut butter…”