"You have got to be kidding!" Napoleon Solo blurted out as his partner shoved a salt and pepper wig on the American's head.

"It will be fine,"Illya assured as he readjusted the hair piece.

"I look like great Aunt Maude," Napoleon continued to protest.

"You do not have a Great Aunt Maude."

"Well if I did, this is what she'd look like. I can't do this...I have a reputation to uphold."

"Oh so you have no problem dressing me up like a woman...if you recall Barcelona."

"Well the circumstances warranted it chum but this…"

"Is the only way we will get out of here alive,"Illya finished the sentence."If it makes you feel more assured, I will be in drag as well."

"Oh that makes me feel soooo much better."

"Just sit still Napoleon and let me apply this base makeup, you do have a bit of a five o'clock shadow you know."

Solo glared at the Russian. "Get it over with please."

It took Illya about twenty minutes, applying foundation, powder, eye shadow, liner, brow pencil and the pièce de résistance... glossy ruby red lipstick. Napoleon eyed himself in the mirror, puckering up for a second and blowing himself a kiss. "I make this look good."

"You will pass, just do not open your mouth unless you can speak several octaves higher, "Illya said dispassionately as he shoved a floral dress into Napoleon's hands along with a pair of stockings and garter belts. "Put these on."

Illya gestured for his partner to vacate the chair and seated himself in front of the mirror, embarking on the same routine of applying makeup to himself. Illya grabbed a dark brunette wig, fluffed it a bit and turned his head left then right...inspecting the finished product.

"Well don't you look all sexy,"Napoleon sniped."How come you make me up like a middle aged woman and you get to be the voluptuous one? I mean you look downright kissable."

"Do that and you will not live to see another day,"Kuryakin growled. He grabbed a simple blue frock and wiggled into it, stuffing the top with a pair of socks to make his figure a bit fuller.

"Why didn't I get any stuffing?" Napoleon complained, looking at his flat chested frumpy appearance.

"You are the mother, and I am the daughter accompanying you," Illya answered matter of factly.

"There is a wheel chair I got from the hotel, now you sit in it and I will wheel you out to the elevator."

Illya added a pair of ladies pumps to his ensemble, while a throw blanket covered up Solo's black shoes, as there were no ladies shoes to fit his size twelve feet. For once it was to Illya's benefit to be a slightly built man, with a shoe size to match. Though there were parts that mattered more that weren't so small, he snickered to himself.

Napoleon tucked his special under the blanket, while Illya hid his in a matching shoulder bag.

"Ready Auntie...Mame?" He snickered.

"That's mother to me tovarisch, where the hell did you get all of this stuff?"

"I raided a few of the other guests rooms, it was quite easy."

"You know Illya, sometimes you scare me."

"Sometimes I scare myself," he winked, opening the door and wheeling the American out into the hotel corridor. They made it to the elevator, and down to the lobby in minutes, both agents taking a deep breath before the elevator doors slowly opened.

"Show time," Solo mumbled.

Illya pushed the chair forward, his eyes darting everywhere, watching for the T.H.R.U.S.H. goons waiting there for them. They passed the men, seemingly ignored and as they exited the hotel, the team of Solo and Kuryakin breathed a heavy sigh of relief.

Napoleon stuck his fingers in his mouth, letting out a loud whistle, quickly hailing a cab. That made the heads of a few passersby turn, amazed at such boisterous behavior coming from such a harmless looking old woman.

Napoleon stood up from the wheelchair, looking at a woman who was staring him down. "It pays to have a young virile boyfriend named Napoleon, it keeps one young" he said to her in a falsetto voice."If you should ever meet a man named Napoleon, make sure you enjoy his company, you'll never regret it."

"Come Mama, we must not bother the nice lady. Please Miss, forgive my mother she is…"Illya made the universal symbol for someone who was slightly crazy.

They quickly ditched the wheelchair and practically threw themselves into the back seat of the taxi as it pulled up curbside.

Illya called out an address, ordering the drive to step on it in his own voice; getting a head turn from the driver, who suddenly realized the pretty brunette lady was a man."

"Hey to each their own," the cabbie said and hit the gas, peeling out as the taxi headed down the street.

The two top agents from U.N.C.L.E. proceeded to laugh their asses off...