"Don't you think the red is a bit too strong?" She held the sample up, then compared it to her own shade.

"Men like that color. It's the color of sex. You know, back in the day, Campbell Soup was struggling and they were trying to find out what they could do to increase sales, so they hired an expert."

"In Marketing?"

"In psychology. They went to Freud. He told them all they needed to do was to change the color of their label to red."

"You're putting me on." There was a flicker of doubt in her eyes, along with the promise of retribution of being made a fool.

"Doctor Egret, I would never presume such a thing." He knew better than to poke the sleeping tiger. "I will be more than happy to adjust the shade."

"No, I trust your judgment." Her smile was tight and hard. "Don't make me regret it."

"I won't, ma'am."

"How does it work?"

"We have been able to isolate certain aspects of the genetic code and alter the chemical makeup. So while a woman could literally eat a stick of these, the worse that could happen is that she ends up with stained teeth."

"And a man?"

He smiled. "It would depend upon how much he ingests, but death could result in hours, although a much slower progression is likely. Additional exposure will, of course, hasten the end."

"Does he have to ingest it?"

"That's the lovely part. He absorbs it through his skin, so a kiss on the cheek will be as deadly as a kiss on the lips."

She laughed and tucked the sample away. "I want a dozen shipped to every known female UNCLE employee, no matter their standing. And just to make it interesting, release it to the three major department stores to offer as free samples." The man stopped just short of saluting, although she wouldn't have been insulted if he had.

"Yes, ma'am!"

She watched him leave and then stood to walk to the window of her office. She looked out at the New York skyscrapers and smiled. "And a kiss is just a kiss."

"Are you all right?"

Illya's question caught Napoleon by surprise. All morning he'd had a nagging headache and the sense that he might be coming down with something. "As a matter of fact, no, I'm not."

"Have you seen a doctor?" They just finished parking their borrowed car and were walking towards the employee's entrance in UNCLE underground garage.

"No reason to. It's probably just that flu going around." He smiled at the memory. "Probably caught it from Shelly last night."

That made Illya pause for just a moment. "I thought you were dating Gladys."

"That was Wednesday."

"Of course, how silly of me." Illya smirked. "You know it's going to be the death of you some day."

"Ah, but what a way to go." The world shifted just a little and Napoleon took a compensating step sideways. Illya caught his elbow.

"Napoleon…"

"I'm fine, just a little dizzy."

"I've said that for years."

They entered and the receptionist stood to clip Napoleon's on. Instead he held a hand out. "Better not get too close, Janice, my love. I think I'm coming down with something."

"You're sweet to be worried." She kissed her fingers and touched it to Napoleon's cheek. Illya rolled his eyes and took his badge in turn.

As they walked away, Illya muttered, "Have you no shame?"

"Luckily, no."

"At least you admitted that you are unwell."

"Well, actually I didn't have time to dally in shower this morning and I was afraid she might smell the Chanel No. Five that Shelly is so fond of." He smelled his lapel. "It does like to linger." Illya grunted and punched a button. Napoleon saw it and cocked his head. "Our offices on are five, chum."

"Medical is on two."

"I'm fine. There is nothing wrong with me."

"Then we will simply waste the doctor's time and be done with it. Besides, if you are getting the flu, I'm getting a new partner for the next few days."

"Why's that?"

"You aren't the only man in New York with plans for the weekend." Illya crossed his arms over his chest and openly dared Napoleon to argue with him.

"I keep telling you that it's the flu."

"I don't believe this." The doctor looked up from his clipboard. Napoleon was sitting on an exam table, dressed in a backless gown.

"What's wrong, Doc?"

"You are the fifth man to come to me this morning with exactly the same symptoms. According to my colleagues, there's something sweeping the city."

"Well, it is flu season." Napoleon tried to sound superior, but, in fact, he was feeling pretty miserable. He just wanted to crawl away into a corner and be left alone.

"How is your partner?"

"Ask him yourself. He's right outside."

Within a minute, Illya was in the exam room and the doctor was staring into the Russian's eyes. "No nausea?"

"No."

"Fever."

"Never better."

"Uh, Doc." Napoleon managed to get out before doubling over. "A little help…"

"NURSE!" The doctor pushed Illya aside and rushed to grab Napoleon before he toppled to the floor. Illya was instantly beside Napoleon.

"What do you need?" Illya asked.

"Bathroom. Now!"

They half ran, half dragged Napoleon into the small restroom. He pushed them away and immediately sat. At the same time, he started to retch and grabbed the wastebasket.

Illya stepped out of the bathroom as the nurse arrived. She and the doctor went inside to help Napoleon and Illya went about pacing the length of the exam room. It took him fourteen steps to cross it and back. He made the journey many times before the nurse emerged, dashing out of the room.

"Mr. Kuryakin!" The doctor shouted and Illya was there, instantly. "She's getting a wheelchair. We are going to admit him."

"Just the flu," Napoleon mumbled as he shivered. The doctor grabbed a sheet from the table and wrapped it around him.

"Then we will keep you hydrated and warm until the worst of it has passed." They helped Napoleon into a wheelchair as it arrived and when he didn't protest, Illya's concern grew obviously worse. "Will you let Mr. Waverly know that I will be sending him a full report as soon as I get Mr. Solo settled?"

"I will." Illya recognized the dismissal. Right now there was nothing he could do to make Napoleon feel better, so the best he could do was carry on.

"Dr. Egret?" He paused just outside her door, ready to flee if the answer was to leave.

"Yes, Bernard." She pulled her attention from a report. That was the trouble with THRUSH. There were so many reports – to be read, to be filled out, to be shredded once you did fill them out. If they got rid of the paper, THRUSH would really be a world power.

"We have just picked up some chatter from UNCLE. Apparently, several of their agents have been hit with stomach flu, including none other than Napoleon Solo. It's also sweeping the city by storm."

"With his tom cat proclivities, I'm not surprised. Delighted, but not surprised." She slipped off her glasses and studied her aide. "You will keep me informed."

"Of course, Doctor." Bernard disappeared and she picked up a tube of lipstick, specially made in a lighter shade for her. "It's a good day to be a woman. A very good day, indeed."

Illya tapped on the door and Napoleon looked up from the magazine he was thumbing through.

"You need some company?"

"I do." Napoleon closed the magazine and Illya made a face.

"Playboy, Napoleon? You are in here to rest."

"I'm resting, not dead." Napoleon peered around Illya and then reopened the magazine. Inside was a copy of Golf Digest. "I have a reputation, after all."

"You look better."

"Yeah, I'm feeling great. The doc said I might be released as early as this evening."

"Do you need a ride—"

"Knock, knock!" Both men looked over at the doorway. A petite brunette was standing there. "Are you up for visitors, Napoleon, darling?"

Illya opened and closed his mouth without saying anything. The roll of his eyes was enough.

Napoleon grinned. "Well, for someone as lovely as you, I'm always up for it."

This time, Illya's groan couldn't be contained. She rushed past Illya and kissed Napoleon full on the mouth. "I was so worried, sweetheart."

"Mighty brave of you to be willing to catch the flu just for me," Napoleon managed to say before she kissed him again.

"Anything for you."

Illya caught Napoleon's attention and pointed to the door. He mimicked talking on the phone and Napoleon nodded.

Illya stepped out into the corridor and chuckled to himself.

"Something?" Napoleon's doctor had just exited another room and caught Illya in the act.

"I was just wondering what it must be like to be a sex symbol."

"Another visitor?" The doctor chuckled. "He's had a steady stream for the last hour."

"Must be exhausting. I fear you and I will never—"

The brunette came streaking out of Napoleon's room, her face so white that the red of her lipstick shown like a beacon. "Help! Help!"

Both men responded immediately, charging into the room without paying her a second glance. Napoleon was shaking and convulsing.

"Get a nurse," the doctor yelled.

Illya ran to the nurse's station and the two nurses seated there looked up. "The doctor needs you in Five." When neither of them moved instantly, Illya snarled, "NOW!"

Illya sat quietly in Waverly's office, staring at the table top, but not really seeing anything. His mind kept going over and over the events just before Napoleon got ill. He'd been fine. His color was good, his attitude positive, so what had happened.

"Arsenic." A file dropped in front of him and it was all Illya could do to keep from drawing his weapon.

"You'd be wise not to startle Section Two agents, Doctor Menard," Waverly said, glancing up from his desk. "It might be life altering."

"Didn't you hear me? It's arsenic."

"What is?" Illya had his glasses out and was putting them on one handed.

"Mr. Solo has arsenic poisoning." The doctor sat and crossed his arms over his chest, glaring at Illya. "And you were the last one with him."

"I don't appreciate your tone, Doctor. Are you honestly suggesting I would poison my own partner? And you are also wrong. I was not the last one with him. One of his many conquests was with him. I'd stepped out to give him some privacy."

"Can you describe her, Mr. Kuryakin?"

"Petite, brunette, average figure, secretary, I think. She and Napoleon were well acquainted from the look of it. He mentioned he has several other visitors before me."

Waverly leaned forward and clicked open his intercom. "Miss… uh, Daniels, please obtain the security video from Medical for the last three hours."

"How is Napoleon?" Illya asked Menard.

"We flushed his system and are currently treating him with a drug that has monoisomyl succimor as its base, along with aloe vera*. He's resting comfortable now."

"Can I see him?"

"I still don't know that you weren't the one who slipped him the arsenic. After all, it's tasteless and odor less."

"And, again, Doctor, your patient, my partner. If I was going to eliminate Napoleon, there are much faster and quicker ways."

"I might also point out that poison is primarily a female's choice of weapon." Waverly said. "And I agree with Mr. Kuryakin. I have seen nothing in his makeup that might suggest that he would be so keen for promotion that he would stoop to murder."

Waverly's secretary entered and Illya cocked his head as he watched her hand Waverly something and leave, her cheeks flush. "What's wrong, Mr. Kuryakin?"

"Nothing. I am probably imagining it."

"I would dare say it would make you a lesser field agent if you were."

"I just noticed that several women are all wearing the same color of lipstick."

"I noticed that as well. It's very striking." Waverly smiled slightly as he began to thread the tape. "Makes me wish my wife had more of a proclivity to it."

The phone rang and Waverly answered it, his brow furrowing deeper as each second passed. He hung up and stared at the instrument. "Gentlemen, a state of emergency is being called in the city. We have had nearly three quarters of the male population collapse from symptoms striking similar to Mr. Solo's. New York has come to a standstill."

Mascara dribbled down the woman's face, leaving harsh black trails behind. Her eyes were red and puffy from crying and there was a mound of shredded tissues rapidly filling the table top. Still, Illya didn't let up for an instant.

"Where did you get the arsenic?'

"I didn't have any!"

"No, you gave it to Napoleon! What did he do that it was worth his life? Stand you up? Look at another woman." Illya slammed his hands, palm down, on the table, making her jump back and start to sob again. He looked over and saw Waverly standing at the door, beckoning to him. "I'm not done with you," Illya snarled and left.

"Your opinion, Mr. Kuryakin?" Waverly asked as Illya pulled out his handkerchief and wiped his hands.

"She's telling the truth or she is one of the most skilled liars I've ever met. How is Napoleon?"

"Resting comfortably now that we have restricted his visitors to male only."

"We still don't—"

"Yes, we do." The men looked over as Dr. Menard approached.

"Don't keep us waiting, Doctor."

"It was in her lipstick."

"That's impossible." Illya looked through the one-way glass at the woman. "She's fine."

"Nonetheless it's in the lipstick. I'm willing to bet that every other case has a similar connection."

"Start collecting any samples you find, Doctor. And be sure to take all the necessary precautions." Waverly watched his employee start to shred a new tissue. "In the meantime, we will keep her… comfortable."

"Sir?"

"I don't know why someone would go to such lengths to wreak havoc on the male population, but I'm willing to take an educated guess as to who would have the money and the talent to create something this sinister and diabolical."

"THRUSH." The word rolled off Illya's tongue like a curse.

"And I know of one woman capable as do you, Mr. Kuryakin. You've gone up against her twice."

"Who?" Illya thought for a moment. "Egret?"

"It's as good a place to start as any." Waverly turned back to the doctor. "How are our men recovering?"

"Most of them are in pretty good shape and we are getting ready to release them."

"Don't, at least not officially." Waverly lit his pipe and puffed. "For the time being, let THRUSH think that they have crippled us."

"Forcing them to tip their hands as it were." Illya smiled at the thought. "I will start following up on any leads we may have on Egret. It would be good if we knew what she looked like."

"For the moment, Mr. Kuryakin, we must play the hand we are dealt." Waverly inhaled and held the smoke for a moment, then released it slowly. "If we can flush them out of their hole, we may well have a chance to snare a prize."

Dr. Egret sipped her martini and savored the taste. Cold and strong, it was just like her. No wonder she enjoyed them so. There was a light tap to the door and she sighed.

"Yes?" The door opened slowly to reveal Bernard, a report in his hands. "What is it, Bernard?"

"The latest figures." He held out a manila folder to her.

"And?" She couldn't be bothered to take it from him.

"Much of the male population of New York has been affected by the lipstick. However, the numbers seem to have plateaued. The major hospitals are overwhelmed and the city has, in effect, come to a standstill."

Egret's lips curled into a cruel smile. "Excellent. And UNCLE?"

"Section Two is nearly decimated and Section Three is down to a skeleton crew."

"And Solo?"

"Reports are spotty, but apparently he's not responding to the treatment."

Egret laughed and waved her hand. "That is such excellent news, Bernard, that you must join me for a drink."

"I don't…" Bernard started, but the fiery look changed his mind. "…think I could pass that up. You are most gracious." He took the glass she offered and sat where she indicated.

"Cheers." She sipped and smiled as Bernard struggled with his first swallow. "How are our plans coming, then?"

Bernard hastily set his drink down on a coaster and cleared his throat. "We have squads standing by and are merely awaiting your go – ahead. We have targeted the largest banks and other loaning institutions. As the police and fire departments are basically down for the count, we can move anytime."

"Excellent." She finished her drink and poured another. "Now, finish up and we will toast to the success of our mission. Not only will we make laughing stocks out of UNCLE, but THRUSH will end up with a tidy nest egg."

"And you will be promoted?"

"Perhaps." Egret was aware that THRUSH, unlike UNCLE, welcomed women into the upper ranks.

"And me?"

She almost laughed at the hopefulness in his voice. "You will be given you due reward."

"Thank you, Doctor."

"Thank you, Bernard." She watched him walk from the room and then she locked the door by merely pressing a button. Smiling, she pulled the wig from her head and let her hair tumble free. She finger combed it into some sense of order.

Illya walked into his office and grinned. "It's good to see you back in the thick of it."

Napoleon still looked a bit tired, but there was the customary sense of determination in his posture. Spread before him were a collection of files and eight by ten headshots. Each one was an attractive woman and each one as different from the other as Napoleon was from Illya, and each one was the same person.

"A chameleon," Napoleon said. He shifted them around and shook his head. "Every new venture, a new face but the same black heart driving her."

Illya crossed to his desk and sat, just as the phone rang and he snatched it up. "Kuryakin."

Napoleon flipped open another file as Illya spoke softly on the phone. He cradled it and stood up.

"Going already? Was it something I said?"

Ilya grinned. "No, it was something Section Three said. They found the facility manufacturing the lipstick." Napoleon stood and grabbed his jacket. "Where are you going?"

"I'm coming with you."

"No, you aren't. Unless I miss my guess, you are still on your back in Medical. Besides, you haven't been cleared for field work, have you?"

"Not exactly."

"Then let us do the heavy lifting, Napoleon. I will report back if we find anything."

"Be careful. We don't know what else might be contaminated."

"I will. You take it easy and get some rest."

Napoleon saluted and waited for a few minutes to pass before getting to his feet. The door opened and a Section Three was standing there.

"Phillip, what do I owe this pleasure?"

"Illya asked me to keep an eye on you."

"I… ah… don't need a babysitter."

"No, sir, I agree."

Napoleon took a step and Phillip followed. "Something?"

"I'm not a babysitter, Napoleon. Think of me as a shadow."

"I'm going back to my apartment for a shower and then to have dinner with a lovely companion. I am certain you wouldn't want to intrude."

"Of course not." Phillip's smile was tight. "You won't even know I'm there."

She'd just resettled the wig on her head after a long refreshing shower when the intercom on her desk buzzed.

"Yes?"

"There's a call coming in on one of the outside lines."

"Who is it, please?"

"He said he is a friend of your cousin's."

Dr. Egret managed to keep the surprise from her voice. Napoleon Solo was calling her? She thought he was still under medical care. Apparently their Intel had been faulty. She'd deal with that later. "Of course, put it through."

There was a series of clicks and she cleared her throat, ready for her next role. "Napoleon? Napoleon Solo? As I live and breathe, I didn't think you were ever going to call me again."

"Hello, Merry." It took her a moment to remember that Solo knew her only as Meredith 'Merry' Reiger. The voice on the other end of the phone sounded tired and she smiled in grim satisfaction. Apparently that information had been correct, after all, and Solo had been under the influence of their little gift. "I know it's rather short notice, but I wondered if you'd like to meet for dinner and drinks."

"I'll love it. Around eight?"

"That would be perfect. Where shall I meet you?"

They discussed a few locations before settling upon a restaurant not far from Napoleon's apartment building.

She disconnected the intercom and the phone rang.

"Yes, Dr. Egret speaking."

"Bad news, Doctor, UNCLE has just raided the lipstick facility."

"What? Damage report?"

"Unknown as of yet."

"Cut our losses and pull out. We shall live to play another day."

She slammed down the phone and did a slow burn. The fact that she'd just gotten off the phone with Napoleon meant that he wasn't part of the raiding party. With a squaring of her shoulders, she walked to her desk and picked up her tube of lipstick, the only tube that wasn't brilliant red. She smeared it over her lips and smacked them. UNCLE may have won the prize, but it wasn't going to be without sacrifices. UNCLE may have her weapon, but she would have their top agent.

"Sorry I'm late," Napoleon murmured as he slipped into the booth. His date, Meredith 'Merry' Reiger, smiled up at him and set aside the utensil she had been playing with.

"I was afraid it might be that dreadful tie up on the bridge." Behind the pink frames, her hazel eyes were wide and innocent.

Napoleon frowned as he mentally drove his route. "There are no bridges between here and my apartment, Merry."

She laughed, a joyful tinkling laugh that made others look in their direction and smiling in response. "Of course not. I'm such a silly goose."

Napoleon caught her hand and kissed the back of it softly. "But an attractive goose, none the less." He looked around the room. If Phillip was here, he was certainly doing a good job of making himself invisible. It was Napoleon's thought that the man was just a delaying tactic keeping Napoleon off balance until Illya could leave with the raiding party. The truth of the matter was that he'd had no intention of joining his partner. He still wasn't a hundred percent and in their line of work, that could be deadly.

She lowered her gaze to the table. "Thank you. I'm so glad you haven't caught that terrible flu that's running around." She looked up and leaned forward, her brow delicately furrowed. "Do you think it's the end of the world?"

"Not really and I do think we are on the brink of an antidote."

"Oh, good, that's a relief. It must be so fulfilling to work in the medical field. Helping all those sick people must make you feel so complete." She looked longingly at the dance floor. "Isn't the music magical tonight?"

"Perhaps we should order drinks first and then we can experience on our own." Napoleon opened his menu and considered his options.

"That would be heavenly."

The night ended at happily at Napoleon's apartment. He wasn't sure where he stood with Merry, so he was careful to keep his physical advances to a minimum. The fact that she was willing to come back to his place told Napoleon that she might not be as hesitant as he thought.

"Would you like a drink, Merry?"

"Oh, that would be lovely. A martini, please, and very dry." She wandered around the living room, making little gasps every time she saw some of his more exotic keepsakes. "You must have been to very country in the world."

"Not all of them, but I'm working on it." Napoleon handed her a glass. "There you are, stirred to avoid bruising the gin and two olives."

"You remembered!" That was how she'd ordered it at the restaurant.

"I try to."

She sipped and sighed. "And the view you have. Napoleon, has anyone ever told you how lucky you are to be you?"

"On occasion." He waved to a sofa but instead she walked up to him and set the glass down.

"I've been resisting you all night and I can't do it another moment." Her baby pink lips parted slightly and Napoleon swooped in for the kill.

"Napoleon, NO!"

Illya's voice made him freeze, but Merry pressed forward.

"Touch him and I will put a bullet right between your eyes." There was a promise, an intent to make good, in Illya's words. "Step away from him."

"Illya-" Napoleon started, but Illya's attention never waverer from Merry. "What are you doing? Have you lost your mind?"

"Saving your life, yet again it would seem." He nodded to the woman as he drew closer. "Do you know who that is?"

"Meredith Reiger, my date. Merry, my soon-to-be ex-partner."

Merry laughed. "It was good while it lasted. What tipped you off, Mr. Kuryakin?"

"Your assistant, Bernard, has a very low pain threshold."

"What is going on?" Napoleon looked from his partner to his date and back.

"Reiger is Porteguese for Egret."

Napoleon took two quick steps away from the woman and again she laughed.

"Poor Bernard. I should have taken care of him myself." She opened her clutch and Illya cocked his weapon. "No fears, Mr. Kuryakin." Slowly she removed a small atomizer. "If I am to be taken into UNCLE's care, I would like to freshen up."

"All right-" Illya managed to get out before she sprayed both him and Napoleon in the face. Napoleon's last thought as he hit the floor was that at least they were going out smelling good.

Napoleon coughed and opened his eyes. His aching head made him shut them again just as quickly.

"Ow," he heard to his left. "Anyone get the number of that truck?"

"If anyone asked what happened, I'm going to lie. I can't believe we fell for that." Napoleon sat up and looked around the room. On the couch was a mask and a wig. He picked them up and tossed them onto the table. "That's probably why she wouldn't let me touch her all evening."

"She couldn't take the chance of killing you in public. Her lipstick was specially designed and three times more potent than the red version. It would have killed you in a matter of seconds."

"I shall be forever thankful that you weren't delayed in traffic, then." Napoleon got to his feet and moved to the couch, where he sat with a thump.

Illya joined him after a moment, picking up the mask to study it. "Do you think we'll ever know what she looks like?"

"I'm doubtful that even THRUSH knows the real woman at this point." Napoleon massaged the bridge of his nose.

"I wonder if she does."

Sitting at a table in the back of the restaurant, she sipped the martini and relaxed as the alcohol trickled down her throat. This scheme had had real potential. The next time she would have to be sure to get an assistant that could stand up to Kuryakin's brand of interrogation.

As Time Goes By started playing and Dr. Egret smiled at the irony

A man came up to her table and offered his hand. She took it and slipped out, her mind already whirling even as she started moving on the dance floor. After all, a kiss was, indeed, just a kiss and just as deadly if a woman played her cards right. And one day Napoleon Solo would discover just that.

* .