As he sat in his makeshift prison in the back of the warehouse, Max couldn't help but think the end was near. He was feeling weak from the torture he had been subjected to. 'How could I be so stupid?' he screamed to himself. He had really messed up on this one. And it wasn't like the other times he messed up on a case, no one was there to get him out of it, 99 wasn't there to think of some ingenious plan for escaping. He knew he should've waited for the agents from the European branch to arrive before he went into the house. After all, he knew there were dozens of KAOS agents in there, but time was running out. He had to act then and get the machines back. Plus, he wasn't able to reach his contact. He went to the dock and down to the third shed at pier 34, but the contact wasn't there. He waited for almost a half hour before deciding to leave and go back to his hotel room. Once he was there he would call the Chief and tell him what had happened. He wished he could've used his shoe phone, but there had been a break in security early that day and it was too risky. They couldn't risk the chance of KAOS overhearing his conversation. Therefore, a special hotline had been installed in the hotel for Max to use to contact the Chief. He was almost to the hotel when a strange feeling overtook his body. It was at that moment that he decided to go to the house alone. He would prove to the Chief once and for all that he was capable of handling difficult missions on his own. He turned at the next corner and made his way to the house that had been discovered as the drop off and meeting place for the smugglers. He thought luck was on his side. When he arrived at the house it looked empty and he thought there was no danger in going in alone. Little did he know that it was a trap set up by Dr. Peligroso. As soon as he entered the dimly lit house he felt an arm wrap around him and a cloth cover his mouth. Within seconds he lost all consciousness and was carried to the warehouse. When he woke up he found himself surrounded that Dr. Peligroso's men. They demanded he tell them the code for the American branch of Control. The machines they were smuggling in only worked on the European code. It was going to be another five months before they cracked the American code, but now that they had Maxwell Smart they could get the code right away. Max refused to give them the code and they subjected him to hours of torture a day. He had been trained to withstand torture, but this was different. His body was growing weaker and weaker with the endless pain and lack of food. They had taken his shoes so he didn't have his suicide pill. Though, he wasn't sure if he would've used it, had he been able to. Maybe years ago he would've, but every time he thought of taking the pill, his mind was filled with thoughts of 99, and he knew he had to do whatever it took to stay alive.but he didn't know how much more he could take. It had been almost five days since his capture and everyday was filled with torture. And when he wasn't being tortured he was locked, starving, in this prison. As he waited for destiny to pass his mind wandered back to another time when he was sure the end was near. Only, it was different back then, he was with the one person he had always loved, 99. His mind replayed the events that day when they were locked in the room at the theater, surrounded by KAOS agents, and they expressed their true feelings for each other, and how he had proposed to her. And how 99 had figured out a way to escape the trap. If only his current situation was more like that moment. He knew it wasn't though, 99 was back out their apartment, while he was here in Spain. His mind went back to the day before he left on what was making out to be his last mission...

"99 be sensible, I'm a secret agent this is my job. I have a duty to my country and to Control to go on this mission. I can't stay home just because you have a strange feeling about it. I would've thought that you of all people would understand."

Max continued to pack his bags as 99 looked at him with a look that was a combination of disgust, admiration and love. She knew he was a devoted agent, that was one of the things that attracted her to him, but there was something different about this mission. For the past week she had had dreams, no nightmares, about Max.

In these nightmares Max had been sent to Europe to track down a KAOS smuggling ring that was sneaking machines into the European countries that could crack every code used by Control's European branch. She didn't give it a second thought, they were agents and that was what they did. In her nightmares strange things started to occur. First it was the photos of them. Slowly Max's pictures were starting to fade from the photos. Then rose petals started showing up around their apartment, on the sofa, in her purse, on Max's pillow. And the strangest thing was the way people treated her. Everywhere she went people gave her looks of comfort and reassurance. However, for some odd reason she didn't really give any of these events a second thought. The pictures were just old and dusty she told herself, a good cleaning and they'd be like new. And the rose petals were probably something Max thought up, he could've easily had one of the other agents put them in the apartment while she was gone. And as far as the looks were concerned, it was probably just her imagination. She hated being away from Max and everyone knew it. That was it she convinced herself, and went about her life as she waited for Max to return.

About a week after Max left on the case the Chief called 99 into his office. Right away she knew something was wrong. She had just been in the Chief's office the afternoon before, on Friday. He brought her up to date on Max's mission, or at least part of it. He had just learned something that had sucked the life out of him. Max had failed to report for contact three days earlier and nobody knew where he was. Even though Max did tend to mess up at times he was loyal and *never* missed a contact. Worst yet, he had received information from a top agent of Control's European branch that Dr. Peligroso's agents had been celebrating the fact that they had killed an agent. It was unknown which agent it was, or even if it was a Control agent at all. Though, considering the latest details it was hard to get the thought that it was Max out of his head. Max was like a son to him and the thought that he may be gone had a different effect on him than the deaths of other agents did. Even though it went against his professionalism, he couldn't bring himself to tell 99 what he knew. She was Max's wife and like family to him, hurting her was something he couldn't do. After all, nothing was certain. So far it was just hearsay, nothing solid to go on and therefore no reason to worry 99. So he lied and told 99 that Max was doing great and the mission was proceeding just as planned. He told her that unless something went wrong, she wouldn't be called back to his office until Tuesday afternoon. As she walked out of his office, the Chief's mind was filled with thoughts of what may be included.. or who could be missing.. in her future.

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The Chief paced nervously around his office. His conscience had gotten the best of him the night before and he knew he had to tell 99 the truth. He had to remember that she was an agent, one of the best he had, and was supposed to be able to handle any news, good or bad. And as the Chief it was his job to be honest with his agents. So he decided to call 99 and ask her to come in to his office immediately. When Larabee informed him that she had arrived, he sat at his desk and told him to send her in.

Her face was covered in a look of panic as she ran into the office. She was glad to get in there, away from the other agents in the building. Something about the way they looked at her was causing shivers to run up and down her spine. Everyone she saw on her way to the Chief's office had been looking at her like they were at a funeral.

"It's Max, isn't it? Something has happened to Max."

"Sit down, 99, there's something I need to talk to you"

Her body was shaking as she lowered it into the chair, her eyes never leaving the Chief's face.

"99, you've always been a loyal agent and one of the best. I've always been able to depend on you, though I'm afraid I've failed to be dependable for you. I lied to you yesterday when you were in here. We haven't heard from Max, he never made contact with the European agent."

99's eyes began to fill with tears as her body began to shake even more. Like the Chief, she knew that Max never missed his contacts. Therefore, she knew deep down in her heart that something was wrong.

" That doesn't mean a thing," stuttered 99, trying to fool herself "maybe he got lost or something.I just know he's not dead, he can't be, not Max."

The Chief was startled by what she had said. "dead" ...he had only said they hadn't heard from Max, not that he was dead. Now he knew that 99's mind was thinking the same thing he was, that the worst had happened. He stood up from his desk and walked over to 99, putting his arm around her shoulder.

"I'm afraid there's something else. I've received reports that of Dr. Peligroso's men celebrating the death of an agent, an agent connected to this case. Now that doesn't mean it was Max, after all there are agents from all around the world working on this case. Furthermore, we don't know which branch the agent worked for."

"I told him not to go on this mission, I knew something would happen. He didn't listen to me; he didn't listen when I told him about the nightmares. I told him about the pictures and the looks and the roses. I."

"Did you say roses?"

"Yeah, rose petals to be more specific. In these nightmares I find rose petals around the house."

The Chief couldn't believe his ears; it had to be a coincidence that she had dreamed about the rose petals. He hadn't told her, nobody out side the case knew, the machines were being smuggled into Europe disguised as shipments of roses for a local florist. When he told 99 this her eyes grew large and her breathing became short.

"And what was it about the pictures, you mentioned something about Max's photos?"

"Each night I've had the nightmares the photo's of Max had begun to fade. It was just a little the first night, then they faded more and more with each following night. During the last on I could barely see his face in any of the photos"

"Last one? You mean you've stopped having them?"

"Yeah, they started last Tuesday and ended the night before Max left. I'm glad they're over, I'd wake up in a cold sweat every night, unable to fall back asleep."

"I'm glad to hear they're over, 99. Now, there's nothing for you to do here. Why don't you go back to your apartment and I'll call you the minute I hear anything"

99 protested at first, but eventually she stood up and turned to leave the office. As she stepped into the outer office her pace quickened. Those looks were surrounding her again. She began to run back to her car and, once home, raced up the stairs and unlocked the apartment door. She locked and bolted door and turned around to go into the kitchen. When she did she dropped her purse and her body began to shake. As she looked over the apartment all she saw was rose petals covering everything. She raced up the stairs; everything up there was covered in rose petals as well. When she entered the bedroom her legs went out from beneath her and she had to grab onto the dresser for support. Just like the rest of the house, the bedroom was covered with rose petals. And on Max's pillow there was a single black rose....

Keep checking back for part two