Chapter One-

Maxwell Smart was exhausted as he walked into work that morning. He hadn't gotten home until three am the night before. On that note he found that having to be at work at 7:30 sharp was pretty brutal- he'd have to talk to the Chief about that. Yawning, he climbed into the phone booth elevator and was just about to insert a dime into the phone when a familiar voice caught his attention.

"Max! Max! Wait for me!" 99 yelled, she seemed a bit shaken; her voice wavered as she tried to catch her breath.

"99, what's the matter are you okay?!" He asked, distressed by the peril he noted in the voice of the woman he- um, was closest to, in a professional capacity of course. She lye her head on his shoulder as the phone booth sped down several flights to Control headquarters. He found himself hugging her in an attempt to comfort her- he was surprised she didn't mind.

"Oh I'm fine I was being followed, I just ran twelve blocks and in these heals," she gasped, "that's all. I'm okay."

When the door opened in the lobby of Control- the Chief was standing there waiting for them. Max noted this to be highly unusual and wondered what it was he had to tell them that was so urgent he couldn't wait until they came into his office. The Chief gave a disapproving smile noting Max's display of affection toward his partner.

"99 are you alright? You sounded winded when you called me from your compact." She nodded. Max noticed that as they followed the Chief she seemed to regain her equanimity.

"I know it's Valentines Day- and you both probably had plans- but I have an assignment for you tonight and it can't wait. We think we've finally found the new Kaos munitions lab. Apparently they're using an old saw mill in Virginia as a cover and stowing weapons away inside shipments of lumber and transporting them out of the country. I'm sending the two of you to go and investigate, you'll drive out there tonight and sneak onto the property first thing in the morning to look around, Agent 44 will find you there and give you further details."

"I guess I can cancel my date." 99 sighed in disappointment and as she absentmindedly played with her hair. Max could sense frustration in his best friend.

"I guess I can too." Max didn't have a date, but never wanted to admit that, not in front of 99.

"Well I'm sorry, but you'll both have to. You've got no other choice."

"Oh, but Chief."

"And that's an order, Smart." He reiterated, feeling a little guilty that even he had a date and that he got to keep it.

"Well come on Max, it'll take us a few hours to get to Virginia." 99 got up and walked out of the office.

"What is it Max?" The Chief asked, noticing that Smart still stood there.

"Well Chief you certainly know how to ruin a guy's Valentines Day."

Max left and the Chief rolled his eyes and went back to work.

"Oh and Chief." He came back in. "Don't you think there should be a minimum amount of hours a spy needs to sleep per night to come in to work, say eight?"

"Smart!"

"Six, then." The Chief gave him an evil glare; Max waved and ducked out the door and once he was out of eye shot he ran down the hall then slowed again in order to nonchalantly catch up with his partner.

99 wished Max would put the top of the car up it was freezing!! But every time she wanted to ask he looked at her with a smile that made her weak in the knees and rendered her absolutely speechless. In a way she would have to admit that she was excited to spend Valentines Day with Max. It had been easy to cancel her date for that evening, she just called him from her book phone, you know, the same phone that played all the music she ever could have wanted and allowed her to send encrypted messages to anyone she knew. Ha! Like that could ever happen! Actually she didn't have a date, but was she just supposed to let everyone know that? She'd expected Max to ask her out, as he had for New Years. In fact she'd have to admit to herself that his not asking her, weighed heavily on her heart. Until now she'd been scrutinizing her new manicure, as the cruel cold wind whipped through her hair- Max seemed to enjoy the drive. When she finally looked up, the black convertible she saw in the rear view mirror quickly caught her attention.

"Max watch out!" She shouted.

"What?! I'm not that terrible of a driver 99."

"No Max, behind us! Those are the KAOS agents who followed me this morning!"

Max replied by stepping on the gas petal, the engine revved, and the car shot down the road at over 120 miles per hour.

"Oh Max, faster they're gaining on us!"

The black convertible rammed into the back of Max's car lurching them yet further forward.

"Hey, this is a new car!" Max yelled. The convertible hit them again, in just such a way that they were pushed off the road. 99 covered her face, in fear they'd run into a tree as the car swerved into the brush. She was shocked when they kept on driving.

"It's a special new control technology 99-" Max whispered.

"Max look where you're going!" This time he had barely missed hitting a tree. Soon they lost the Kaos agent's whose black convertible was taken hostage by a patch of thorns. They were helpless to do anything as their tires deflated. They shook their fists in anger and admitted defeat.

"How does that idiot slip through so many traps?" One of them questioned as they watched Smart speed away; although Max and 99 were oblivious to the men's identities- they knew very well who they were.

"I guess he's just very lucky and I guess Darwin was dead wrong. But when he does find KAOS's new lab, his luck will run out!"

"Missed it by that much!" Max said of the tree they had almost hit. 99 couldn't help but giggle. She thought he was so cute when he said that, which dangerously enough for both of them was often.

99 sighed laying her head against the seat as they drove along a bike trial they'd found. Max had done as she wished and pulled the top of the car up in hopes it would change their appearance just a bit. As the top went up on their red convertible 99 noticed that the sky had turned from overcast to an ominous black color and assumed snow was on its way.

"Twice in one day- that wasn't your date was it?" He asked a little later, referring to the Kaos agents they'd just narrowly evaded.

"Max?!" She sighed. "They must know we're working on this case- if they followed us this way the munitions lab must be up here."

"Well I hope so, having to cancel Valentines Day and all, what a night to do this huh? I'll tell ya."

"Yeah, I know." She laughed trying not to seem nervous as they pulled back onto a different main road.

He turned to look to the right before he turned the car, 99 was right there staring back at him. They stopped for a minute their eyes were locked and their faces inched closer together. Their lips nearly touched. Suddenly there was a creaking sound and a crash, a tree branch snapped off the tree behind them landed on the car and slid off. Max looked back at the branch and rolled his eyes and drove off. 99 was exhausted and frustrated. A good nap is just what she needed, especially after all that had happened that day, but she wondered if Max needed her to stay awake; after all she was the only one who had noticed the KAOS agents behind them on the other road. She struggled to stay awake, but couldn't help slipping into a light sleep.

Just as the sun began to set- or would have set, had it ever emerged from behind the monolithic base of clouds that day, they drove up to the old Saw Mill.

"99 wake up." She stirred.

"Are we there yet?"

"Yes- and I see someone off in the distance- maybe it's 44 already- come on." He grabbed her hand.

If they were going to venture onto enemy territory couldn't she just have at least five minutes to wake up first? She followed him drowsily, clinging to his hand as they walked around.

"99 do you hear something?"

"Yes, we're not alone." They held their guns closely. The scuffle of feet swarmed around them, yet everywhere they looked they were always alone.

"Max-maybe we better come back in the morning like we were told. I understand that you want to look around a little but I don't think-" Suddenly they heard a gun shot. Max and 99 dropped to the ground. A series of footsteps stampeded towards them and they crawled behind a bunch of wooden crates. The sawdust had begun to really aggravate Max's allergies and he was about to sneeze. 99 quickly pinched his nose. They peaked out from behind the barrier of boxes- nearly expecting their eyes to meet with Siegfried, or the Craw, oh sorry, the Craw. Max and 99 exchanged confused glances when they saw two teenagers.

"Is the shipment ready?"

"Yeah- we'll be ready to go tomorrow morning at six sharp." The young man lit a cigarette and handed it to his friend.

"Good, the other one chuckled." Taking the cigarette. "Just hope the government can't find us before we get this out of here and move up to Vermont."

When the scent of the strange looking cigarette traveled up to 99's nose she immediately realized that this was no regular cigarette they were dealing with- in fact as she remembered from her the narcotics class back in spy school- it smelled very much like marijuana. The smell irritated Max and he needed even more now to sneeze and even with 99 holding his nose, he couldn't help it.

"Did you hear something?" 99 held her breath.

"No man, nothing at all." The other one said.

"Oh well, must've been a rat or something. Come on, we've got to get to that party." The two walked off.

99 finally let go of Max's nose once she knew the teens were gone.

"I had no idea KAOS was employing teenage agents now."

"Neither did I- I guess they wanted a new edge."

"Well we should get some rest before morning." He began to crawl out from behind the boxes-"

"Oh wait, where are we going?"

"Oh come on, didn't Chief tell you?"

"Hold it right there!" Came a voice. Max and 99 put their hands up and turned around.

"We're just a little lost." Max laughed nervously. 99 prayed he wouldn't utter the words, "would you believe," because that's what always made his stories so unbelievable, no matter how true they were.

"Are you with the government?"

"No." 99 rushed, trying not to sound rushed.

"We just went for a walk my wife and I. Would you believe a trek?" He asked once the young man responded by first raising an eyebrow then scratching it.

"Cool man." He lowered his gun. He was unthreatened by Max and 99. Because to him they seemed like people who were totally unfamiliar with this kind of situation, definitely not with the government, especially Max. "Sorry to do that, but we've gotta watch out for the man, you know. And plus this is private property. So go on, get out of here." He didn't know when he started believing in private property, but he knew he had to find someway to get them out of there with a stern warning, and they seemed like the Capitalist type.

Max and 99 gladly took the offer and quickly made their way to the car. 44 would be all right wherever he was; they'd be back early in the morning.

"It's snowing Max." 99 smiled as they drove down the road again.

"Good, I've been waiting for it."

"Me too." He stopped the car in the bushes by a small log cabin. "Oh, this is what the chief didn't tell me."

They went inside the little house, it was cold but cozy somehow. There was one room with a small bathroom attached, no kitchen to speak of. Too bad, because 99 was starving. There was just one couch and a little table and two chairs. She excused herself and went to the restroom to change her clothes, she was still covered in sawdust from the mill and it was beginning to make her itch.

"Oh Max! What is all of this?" She asked surprised by the display he'd managed to create while she was gone.

There was a roaring fire in the hearth and a little dinner on the table. He handed her a rose and kissed her hand.

"Even though we had to cancel our dates; I thought we could have Valentines Day anyway." She beamed and didn't hesitate to sit down with him to a romantic candle lit dinner.

After they ate they sat close together on the couch, they sipped their wine as the fire died down. 99 felt comfortable and quite content as Max held her in his arms, a blanket wrapped around her. The snow fell heavily outside. It looked pleasant from their view but the storm was brutal- they couldn't leave if they wanted to.

"That sure was some strange guy at the Saw Mill."

"You know Max, I'm beginning to wonder weather they're KAOS at all."

"Really-why?"

"Well Max, they just let us go-without any real questioning, and they couldn't have been 21. Kaos would never let teenagers guard a munitions lab, let alone be in charge of it."

"Would you believe they were Siegfried and what's his name disguised as teenagers?"

"No."

"Would you believe that KAOS put teenagers in charge because it's the last thing we'd ever suspect."

"Maybe." She had to agree that idea was plausible.

"99." She turned her head. Their noses touched softly.

"Yes Max," she whispered suddenly feeling as though she were in a trance. She closed her eyes and tilted her head, waiting for a limb to crash through the window or for agent 44 to walk through the door. Instead he brushed his lips against hers and she responded eagerly, after all this time as partners and best friends, they finally shared their first kiss, something they hadn't even been able to accomplish on New Years Eve. He cupped her chin in his hands. The kiss seemed almost endless- but that was okay for 99- that's how she wanted it to seem, endless. She kissed him lovingly in reply, letting him know she felt something for him too.

"99 I lo-love, love y."

"It's okay Max, I love you too." She kissed him again.

He ran his hands through her hair not believing he'd said it, and especially that she loved him too. He caressed the back of her head gently and her heart began to pound as he lye her down on the couch. She wrapped her arms around him and drew him in for another kiss. Max pulled 99's blanket up over both them as he continued their kiss. He wondered if either of them were drunk- if he was going too far, if he was taking advantage of her somehow, she met too much to him for that. To him she was the type you would marry, not the type you would have a one-night affair with. Any guy would be lucky to wait for someone like her, and he knew he definitely would've been more than lucky. He was about to suggest that they stop, but she kept kissing him and unbuttoned the top of his shirt, running her hands across his chest. It didn't take much more of this before Max lost his will power completely, you know men. 99 couldn't tell if the knot in her stomach or the butterflies were winning over. She had never been that kind of girl- and had certainly never intended to loose it this way- spy or not. But she loved Max so, so much, so she deepened her hold on his lips.

Max woke up the next morning with 99 snuggled up to him. He held her closely barely believing it could be real. He took advantage of the few moments he had to hold her in his arms as she slept. She sighed in her sleep, her breath felt nice against his bare chest. He stroked her cheek lightly, looking down into her beautiful face. He kissed her forehead gently, still feeling, even after the previous night that it was forbidden for him to do so. 99 woke suddenly and smiled up at him sweetly.

"Morning 86."

"Morning love." Her heart nearly melted, she loved her new nickname, he'd never called her anything but 99 or Susan-, which wasn't even her real name. She greeted him with a sweet good morning kiss and climbed on top of him.

"I love you 99."

She laughed into his mouth.

"I love you too Max." She whispered, "I always have."

"Really, always 99, or should I call you-"

"99."

"Oh but honey, if we're going to be-"

"Oh honey! Oh I love it!" She grabbed Max's chin and kissed him again.

"If we're going to be together- I need to know your name, don't I?"

"I wish I could say Max."

"Your name is Max too!"

"No Max!" She chuckled. "I wish I could tell you."

"Do you know what it is?"

"That I can not say either. Can you love a girl who doesn't have a name?"

"Of course, and even if I knew your name, you're real name, you'll always be my 99!" He kissed the nape of her neck.

She replied with another kiss, this time it didn't end. Max was secretly very happy with the fact that he had a beautiful woman in his arms- one who he wasn't quite sure he'd been totally ready to publicly admit that he was completely in love with, even though he was. He'd admitted this to himself the moment he first saw her, however. He just wanted a little time to be with her, to digest the feeling in action.

Suddenly someone started pounding at their door, throwing their full body weight against it. Max and 99 jumped up and scurried for their clothes.

"Who in the hell could that be?"

"Max!" 99 was surprised at his choice of words.

"I'm sorry, but my fun has been ruined, I'm not happy." 99 covered her mouth and giggled as she put her boots on. Max didn't hear her and focused his attention on looking through the keyhole trying figure out who was at the door.

"99, it's 44!"

Max opened the door and 44 burst inside and shut it again.

"What's wrong?"

"Thank God you guys finally opened the door, what were you doing in here all night?!" Max became flustered, 99 hoped she wasn't turning a billion shades of red.

"We just fell asleep," she covered, "we were sure you were hiding in a barrel somewhere."

"I was- until very early this morning. Now they're after me!"

"Hey, did you find any ties to Kaos?"

"Heck no, this is a hippie front, not a Kaos one."

"We suspected so." 99 grabbed her bag and headed out the door.

"Where are you going?"

"I'm sure the Chief will want to see us right away Max."

There was an awkward silence in Max's car as they drove back to Washington. Max and 99 needed to talk desperately- but 44 sat in the backseat jabbering on and on about the nature of his work, unable to see the tension between his two co-workers. It had taken 99 forever to get her first kiss- and now that they had changed their relationship in such a deep way she was afraid it would take them longer than forever to work things out between them.

To be Continued….and please, please review!! This is my first Get Smart fic, and it's always hard to break into a new genre! I would appreciate the support, the criticism, whatever it is that you have to say. Thanks!