Max had woken up that mild day in a wonderful mood. Max wasn't sure where all the energy he was feeling came from as he was not too much of a morning person. It probably had to do with his excitement for the evening. Max had landed himself two tickets to that night's big show and he was eager to invite 99 along with him. Granted, they weren't the best seats in the house but what did that matter? All he really wanted was to spend some time with 99.

Since they had gotten back from their mission to Germany Max and 99 hadn't been able to spend much time together outside of work. Heck, even at work they were so busy that they only had time to talk about their current missions. Occasionally they were able to slip away and grab a bite to eat but Max still didn't feel comfortable talking to 99 in public. No, he wanted to get her alone and talk about their relationship and tonight was the perfect night to do it! He had the tickets, he had his apartment set up perfectly if he could manage to bring 99 back (which shouldn't be a problem, she always liked to come up for a night cap after they were out). There were candles all around just waiting to be lit, champagne in the fridge, yes it was the makings of a very romantic night. He absolutely couldn't wait to see the look on 99's face when he showed her the tickets. She had been throwing out hints that she had wanted to go this show and at the last minute Max found two tickets. If this didn't show 99 how much he cared nothing would. Well, aside from those three little words, that is. Max shuddered at the thought.

It's not that he didn't love 99. That wasn't the case at all, in fact he was crazy about her. As far as Max was concerned the sun rose and set on 99. It was that it was just so darn complicated. He wasn't sure why it was so complicated; he often lost hours and hours of sleep nit picking details about their relationship. They really did have a weird one. It was obvious that they cared for each other Max couldn't deny that. And ever since the mission in Germany he would catch 99 looking longingly at him, which made him insanely giddy, he would dare to say even as giddy as a school girl-er-boy. No, the problem was himself. He was afraid to love. To really let down his guard and love someone. It wasn't that he was so much afraid of himself getting hurt, no he was Maxwell Smart, Agent 86 of Control, he could survive anything; it was that he was just so afraid of somehow hurting 99. He was pretty oblivious when it came to serious relationships. He seemed to always do or say the wrong thing and end up in trouble. He knew 99 was different, she had put up with his lack of common sense for five years and hardly ever got mad at him. But once you put a title on something, once he calls her his girlfriend, it puts on a whole new level of pressure.

As Max waited for his bread to toast he found himself thinking about 99, something he often did. And recently, when he thought of her he would think of their experience in the sewers and the torture chambers in Germany. Max sighed contently, 'Ah, the torture chambers.' He thought, 'what a glorious weekend…' Max smiled at the memory. It had taken weeks for his wounds to heal and for the stiffness to go away but when it was all said and done Max would have done it all over again in a heartbeat.

Max's toast popped up and like every other morning he grabbed the slices too soon. The toast burned his hand and he ended up dropping them on the floor. Max debated making more but then noticed the time. He was terribly late. Max left the toast on the floor, grabbed his hat and coat out of the closet and rushed to Control headquarters. Once at Control Max dropped his winter gear off at his office, grabbed the tickets and headed to 99's office. He barged in just as Larabee was leaving.

"99, you won't believe it, you just won't believe it!" He started excitedly. "but I got two tickets for opening night, front row center, fourth balcony!" He finished smugly.

99 walked past him and grabbed a plaque off her wall.

"Well, I hope you and whoever you take will have a great time, Max." She said, softly. Did he hear her correctly? 99 always went places with him, and after they had spent so much time NOT talking about what happened between them he thought she would jump at the chance to spend a night with him. 'She's just confused…' Max thought.

"Uh, you see 99, I was kind of hoping you'd join me." He said, sure that that was all he needed to say for 99 to understand that he was simply trying to ask her out on a date. 99's face fell and she looked at him.

"Oh Max," 99 started, hear heart breaking, "Why couldn't you have asked me something like that months ago?"

"Well I just got the tickets yesterday!" He said.

"Well, I guess this is as good as time as any to tell you… Max, I'm leaving Control."

"Well, so am I 99, once it's five o'clock!" He said, smiling sheepishly at her.

"No Max, I gave the Chief my official resignation this morning." Max's face fell. Could she have really just said those words? Max stared at her for a few seconds.

"You mean… you're leaving Control… for good? After all these years? But why, 99? Why" 'No, no, no.' He thought, 'This can't be happening. Everything was going so well between us…'

"Well, I-thought it was about time I started thinking about other things." She reasoned. "A girl's gotta think of her future, you know."

"Well, yes but your future is here. At Control." He said certain that he would be able to talk some sense into her. "I'll grant you that it's dangerous work… but it's steady!"

"Max, you don't understand." 99 produced a picture frame and showed the picture to Max. "I met this man. His name is Victor Royal. I met him on my vacation to the Island of San Jirman last year." Max's heart felt like it was in the pit of his stomach.

"Yes… well, I guess he's alright if you like insanely handsome men." He said, his jealously showing. "But… well, I always thought…"

"Thought what Max?" 99 encouraged.

"I always thought there was someone else."

"Who, Max?"

Max thought, if he told her now how he felt and she really did love this stupid Victor Royal he would look like a complete idiot. But if she didn't really love Victor… it was a gamble he wasn't sure he was ready to take. "Forsyth from the decoding room. I mean, you spend almost all of your breaks with him." Max saw 99's face fall. She turned away from him and sighed.

"Victor has been asking me to marry him ever since we met. I finally said yes." With those words Max was sure people in California could hear his heart break into a million tiny pieces. She loved this guy, she really loved this guy. "I'm leaving this evening for the Island of San Jirman." Max stared at her. When her eyes finally met his he glanced away. They did this exchange for a few seconds before Max spoke up.

"Well I-I…" He stopped talking. The lump in his throat was rising and he just couldn't break down in front of 99. No, he needed to get out of there as soon as possible. "I'm not too good with goodbyes 99… so I hope you'll forgive me if I just leave."

"I understand, Max."

"Have… a safe flight." He said. Max somberly walked to her office door, turned and looked at 99 longingly who was back to packing up her office. Max thought he could go back and tell her how much he loved her and he was just about to when he felt warm water running down his face. Max hurried out of 99's office without looking back once more.

Chapter 3 up soon.