Author's Note: Hi there fellow Smartians. Hope you're all doing well. I've finally written another installment in my "get inside Max's head" stories. If you haven't read them yet, they start with I've Got A Crush On You and include I've Got You Under My Skin, People Will Say We're In Love, Willow Weep for Me, Blame it On My Youth, The Best is Yet To Come, They Can't Take That Away From Me, Love is Here To Stay, and I Only Have Eyes For You. The easiest way to get to them is probably to hit my name and go to my author's page. Anyway, that's just to catch anyone up who hasn't been here from the beginning. For those of you who have: Bless your souls. I apologize for the incredibly long delay, but I'm sure if I had worked on anything prior to this it wouldn't have been any good. And I hope you think this is. I'd quickly like to dedicate this to retrospective-nostalgia. Thanks for caring so much about my updates! So without further ado, I'd like to present:

Makin' Whoopee

kellylover

The light over the desk that illuminated the papers on which Max was working could be seen from the Smart's apartment in the quiet street below. It was a cool March evening and the fire was just beginning to die out as he bent over his work, a scotch and soda watered down from the ice that had almost melted beside him. Strewn all over the desk were banking records and insurance policies. Ever since 99 had broken the news to him three days ago that she was pregnant, Max had been running around desperately trying to make sure everything was ready for his child's arrival.

He knew, of course, that it would take a while for his son (Max was positive it was going to be a boy, though 99 kept reminding him that it could be a girl) to arrive. Nonetheless, when 99 had gone to bed earlier in the evening after they returned home from Rosa La Costa's concert at KAOS headquarters, Max was simply too wound up to join her. Instead, he decided to take the time to do what he could to prepare for the birth of their child.

At the moment he was trying to figure out how best to configure his growing family's health insurance. Though he and 99 had been married for 9 months, they had let some of this paperwork fall by the wayside in the wake of their hectic marriage. 99 had officially declared herself to be his wife on certain documents, transferring bank accounts and jointly filing taxes when the time came to do so, but it had taken a serious threat to Max's life before they realized that she was yet not listed as the beneficiary on his life insurance.

After Max and 99 worked through their difficulties following King Charles of Coronia's visit to Washington and they made quick work of Dr. Zharko and his lab off of the coast of Newfoundland, Max received him an anonymous phone call that entangled him in yet another case. The phone call had tipped him off that the infamous Leadside, a highly dangerous and elusive KAOS thief, was going to be at Ucon Lils with the heads of all the KAOS departments. And while the anonymous tip was obviously an attempt at misdirection, Max was able to chase after Leadside anyway. That is, until Leadside was chasing after Max.

Phase 3. Max was Phase 3. And after Leadside had completed Phases 1 and 2 so effortlessly, it seemed as if nothing could stand in his way from completing the next. In order to protect Max as best as they could, CONTROL equipped their apartment with as many anti-personnel weapons and security devices as possible. The chief had even authorized Plan Omega, which hadn't been activated since the day Omega was murdered. However, once every precaution that could be taken had been taken, Max was to be left alone in the apartment.

It was that part of the plan that didn't sit well with 99.

"Max, I'm not leaving this apartment," she told him firmly as he started to pack a bag for her. Downstairs, agents were outfitting the apartment for the different security devices and the noise carried through their open bedroom door.

"99, it's not safe for you to be here," Max replied, trying to decide which of her many blouses to pack.

"Then it's not safe for you either, Max," she answered.

"It's not safe for me anywhere, 99." He decided to throw both of the blouses in his hand into the open suitcase on the bed. "Leadside has marked me out as Phase 3 and until he completes his task or we stop him in the attempt, I'm going to be in danger no matter where I go. But there's no need for you to be in danger, too," he finished, looking up at her with raised eyebrows as he threw a few bras into the suitcase.

"Well, I don't care what you say, I'm not leaving you alone in this apartment!" 99 exclaimed, stepping between Max and the suitcase as he tried to add stockings to its scattered contents.

"99–" he began, but she cut him off saying:

"I told you before, my place is with you. And that's where I'm staying. Here with you. Where I belong."

She said much more softly, but there was very little room for argument in her voice. Max looked at her, remembering the time she had told him that her place was with him. It had been in that endless night before Hans Hunter set them free on his island to hunt them for sport. Her face was open, as it had been that night, though firmly set and unblinking. Suddenly, Max was breathing heavily and was overcome by a wave of arousal.

He shot forward, kissing her blindly and throwing his arms around her, dropping her stockings on the floor beside them. 99 responded, running her hands up and down the expanse of his back as they kissed with open mouths and searching tongues. Max took a step forward and the back of 99's knees hit the bed where the suitcase was sprawled out. He started to reach forward to push it out of the way when 99 pulled away and said, "Max, wait. What about the boys downstairs?"

Max pulled his lips away from the nape of 99's neck where he had buried his head. "Oh, right," he replied before kissing her again. He used his strength to turn 99 around and walk her backwards toward the door. When they reached the door, he pushed it shut and pressed 99 against it as he turned the lock. Max was grabbing wildly at her breasts as she palmed his ass before she began to fumble with his belt. Max grunted into her mouth and hoisted her up, pushing her skirt up as she wrapped her legs around his waist.

"Max, not against the door," 99 insisted, mumbled into his mouth. "They'll hear," she explained. So Max carried her back to the bed where he laid her down and settled himself between her legs.

Their lovemaking was hurried and impassioned. Max accidentally ripped open 99's blouse and they grinned at each other at their enthusiasm. 99 let out a cry and Max reminded her of their company downstairs, but not long after he also cried out and they couldn't help laughing. And when they finished a few minutes later, Max laid beside 99, both of them panting for breath.

"I'm not going," 99 said softly, breaking the silence. Max blinked and turned his head to look at her.

"You have to go, 99. Leadside just wants me. I won't have you die for no reason."

She turned her head to look back at him. "It wouldn't be for no reason."

"Yes it would."

"You have to go." With a smile he added, "Who will get my life insurance if you don't?"

99 furrowed her brow and said, "Max…" as she buried her head into his shoulder.

"Actually, I think it still might go to my mother," Max corrected with a frown. "I don't think we've gotten that changed yet."

99 looked back up at him. "Then I'm definitely not going," she said with a slight smile. "There's no reason for me to go."

Max sighed. "You have to go, 99," he said softly. He leaned forward and lightly kissed her. "You have to go," he repeated before kissing her again.

"Max…" she started before Max once more said, "You have to go" and kissed her. He started to do it again but just then there was a knock on the door.

"Max? 99?" Larabee's voice called from the other side of the door.

"What is it, Larabee?" Max yelled as he and 99 got up hurriedly from the bed.

"The boys are done downstairs and the chief is here. He wants to talk to you."

"Okay, we'll be right down," Max told him.

The two of them quickly changed and Max finished packing 99's suitcase despite her continued protests that followed even as they walked out to meet the chief. And while Max escaped the death that Leadside had planned for him, after the case was over he immediately made sure that 99 was listed as the sole beneficiary on his life insurance policy.

Max now realized that must have been the day his child was conceived. After he returned home from CONTROL headquarters the day 99 had broken the news to him, they were finally able to discuss in full the details of her doctor's appointment. She told him then that she was estimated to be between three and four months along already.

That was another reason for Max's haste in preparing for their child's arrival. 99 had apparently been oblivious to her pregnancy as her only symptom had been a very recent and relatively gradual increase in appetite. However, since she had yet to gain any weight and somehow had managed to escape any alarming sicknesses that alerted her to her condition, it had been a routine check-up for her CONTROL fitness requirements that revealed her pregnancy.

Besides the prenatal care that 99 had missed out on because they were unaware of her condition, Max shuddered to think what could have happened if he and 99 had carried on in their work for much longer without being informed of her pregnancy. He already hated to look back and remember how, a month or so after Leadside was foiled in his plans, the evil Mr. Greer put 99's life in danger.

Max had to both chuckle and grimace as he remembered what had caused him to be sitting in his living room looking across the way through his binoculars as Ms. Parker raised a gun to his wife's head. When 99 finally had a moment alone with him after the chief and Larabee dropped him off at their apartment after being treated at the hospital, she absolutely doted on him.

"Here, Max, lay down and let me see," she told him, directing him to the couch as soon as she closed the door on Larabee and the chief. He followed her, wobbling slightly on the crutches, and paused as they reached the end of the couch to let down his pants and shorts. Then he very gently, and with 99's continued reminders of "Careful, Max!" laid down on his stomach, his behind bare to his wife's inspecting eyes.

99 very mindfully peeled back the bandage that the nurse at the hospital had placed over his wound. Max didn't know what his injury looked like, but judging by 99's sharp intake of breath he guessed that it didn't look great. "Oh Max," she exclaimed softly, "does it hurt very much?"

"Well it's not all gravy," he replied. She kneaded gently at his tender flesh and he hissed against the pain through gritted teeth.

"It's not too, bad, really," she tried to tell him, but he could tell that she was fibbing. "It's just that, as you know, I've always had an affinity for that particular part of your anatomy," she reminded him with a sly grin, running her hand over the smooth flesh of his unwounded buttock.

"Cut it out, 99," Max had told her, embarrassed. She leaned down then and kissed him lightly right over his wound.

"Well, you'll have a scar, but it shouldn't leave any other permanent damage," she told him before moving up to meet his lips in a soft kiss.

"I'll do everything I can to speed up my recovery," Max answered with a smirk after they parted.

And even though he did, an unlikely shot in his other, previously unwounded buttock doubled his recovery time. While Max had to take that time off, 99 was picking up the slack at CONTROL. Though he had a front row seat to see her life threatened by Mr. Greer, he knew that as he sat at home watching TV and flipping through magazines and slowly going crazy from the lack of activity, that 99 was only telling him part of the truth about her other assignments. As he looked back on the past few months, Max felt very lucky that 99 hadn't been kidnapped like so many other CONTROL agents at the time.

By the time KAOS had kidnapped enough CONTROL agents that it had fully captured the chief's attention and become his top priority, Max was completely recovered and was assigned to escort CONTROL agent Kendall safely though the airport onto a plane to Europe. Unfortunately, Kendall didn't make it to the plane and soon the chief was kidnapped as well, leaving Max, 99, and Larabee as the only CONTROL agents left in Washington. Max knew then that to find out KAOS's plot and stop it he was going to have to be kidnapped himself.

At first 99 protested. She couldn't just sit back and allow him to sacrifice himself like that. But they both knew that he was their best chance as foiling KAOS's evil plan. So she acquiesced and instead walked Max out of the building on his way to the airport.

"Max, please take care of yourself," she told him again once they had reached the entrance. He turned to face her.

"I will, 99. I promise." She wrapped her arms around his neck and he placed his hands on her waist.

"They have a lot of agents, Max. Whatever they're planning, it must be big."

"I'll be careful," he reiterated.

"Just be sure you come back to me," she said plainly.

Max gave her a half smile. "I wouldn't leave you now," he said before meeting her lips in a passionate kiss. He held her tight against him for a moment and then reached up and grabbed her hands. He continued kissing her until he brought her hands down to their sides where he gave them a squeeze. "Goodbye, 99," he said pulling back.

"Goodbye, Max." She kissed him once more and then he walked out of the door.

Of course, they saw each other later that night. Max had been able to apprehend the two KAOS lackeys at the airport and the woman told Max the plan right away. He arrested them, and with 99's help, he was able to put together cover stories for them so that KAOS wouldn't be suspicious of their absence. Then, after about five days of solid reconnaissance of Camp Gitchee Goommee Noonee Wa-Wa, Max felt he was finally able to infiltrate the camp by disguising himself as Major Kessler. Unfortunately, Siegfried was not fooled by Max's disguise for long. Actually, if it hadn't been for the fact that his mustache had fallen off, Max believed he could have carried it off. Nonetheless, Max found himself prisoner.

He was glad then that he and 99 had discussed all possibilities of his mission to Camp Gitchee Goommee Noonee Wa-Wa. She and Larabee, who had been carefully trained to do reconnaissance during the five days of information gathering previous to Max's attempted infiltration, had been watching the camp from a safe distance since his arrival. They would know that his status had changed from infiltrator to prisoner, and Max knew that 99 would know what to do from there.

If he was captured, they had decided, 99 was to go back to Washington and do her best to keep CONTROL running. If she could, she would try to persuade agents overseas to come back and march on the camp to release the CONTROL agents being held prisoner there. Both Max and 99 agreed, however, that there was no sense in either she or Larabee trying to get kidnapped or to come after the prisoners themselves. In the meantime, Max was going to lead a prison revolt.

And that was exactly what he did. Unfortunately, it took almost two weeks before he and his fellow CONTROL agents were able to formulate a plan that allowed them to break out. When they did, 99 was overcome with relief. She had been run ragged at the office trying to keep CONTROL in working order, so she was not only overjoyed to see Max back home in one piece, but she was glad that the chief was able to come back and take over the mantle of leadership as well.

After that trying ordeal, the chief had given the both of them the rest of the week to recover. But it was just the following Monday that they were called to the missile launch pad to leave to meet the chief on the moon to receive instructions for their next mission. They had rarely been to the moon for their instructions, and Max used to dread to the time they spent together secluded in the capsule. But ever since they had become engaged he looked forward to the rare time spent in quiet solitude.

As he thought about it now, the last thing 99 should have been doing was traveling in that space capsule. But Max knew there was nothing he could do about the past and that 99 wouldn't have wanted anything to stand in the way of her duty to CONTROL, but still Max felt incredibly angry to think that his child had been put through dangers unnecessarily. But it wasn't until the beginning of the next week that 99 had gone off to the doctor without telling him before meeting him back at the apartment for their trip to KAOS headquarters in New Jersey. She hadn't even known herself.

"I'm gonna have a baby, Max!"

Her voice still rang in his ears. Their lives were so unceremoniously turned upside-down. He was ecstatic, of course. He had always wanted children with 99. It was perhaps a bit sooner than he would have planned it. But he supposed it was because of their lack of planning that it was happening so soon.

99 was jubilant, which made Max even happier. But he was also scared. He wasn't sure he was ready to be a father.

Their lives were so messy. Just a handful of months ago his mother was still listed as the beneficiary on his life insurance. A vicious and evil KAOS killer and thief hunted Max to their apartment which was armed with countless lethal security devices. A matter of weeks ago he had been held prisoner by KAOS. That was their job. It came with risks, but it needed to be done. It was necessary, vital to the security of the nation, and therefore to their child's safety, and they were damn good at it.

Some of the messiness couldn't be avoided. But Max was going to be damned if he didn't reduce the risks as much as he could. And it started with taking care of the paperwork that he had let slide for far too long.

So he sat downstairs pouring over those health insurance policies long into the night, long after 99 had gone to bed. But he couldn't seem to focus. His mind kept wandering, remembering 99's face when she told him that she was pregnant, her nervous smile as she told him about her visit to the doctor.

"Max?"

He shook his head clear of his thoughts and turned around to see his wife half-asleep at the top of the stairs. She started to slowly walk down them.

"I'll be up in just a minute, 99," he said, trying to stop her. "Go back to sleep."

"What are you doing still up?" she asked, reaching the bottom of the stairs and crossing the room to where he sat at the desk.

"Nothing, really. Just some paperwork," he deflected. "Go back to bed, love. I'll be right there." But she was standing there, leaning over his shoulder and looking at the papers laying all over the desk.

"Bank statements. Insurance policies," she recited. "Max can't this wait until morning?"

Max set his jaw. "No, 99. It's waited too long as it is." She looked at him, nonplussed.

"Max, is something wrong?" she asked softly.

He swallowed. "There are just some things that have to be done before the baby arrives. I don't want to put them off."

She smiled sweetly at him. "Oh, Max," she said, sitting down in his lap. "We won't put them off. I know things will be different, but we will be ready for it. I promise you, everything will be perfect for the baby."

He looked at her with a blank expression. "What if it's not, 99?"

"Then we'll get through it together," she told him, cupping his face with one of her hands. "Just like everything else."

Max smiled then. 99 had just a second to smile back before he kissed her. When he pulled back he said, "You're right, 99. Why, together we're unstoppable!"

She positively grinned back at him and said, "Of course we are! But maybe we should get some sleep before we take anything else on," she added.

"Okay, 99," he agreed, helping her to her feet. He followed her up to their bedroom, turning off the lights as they went. In their bedroom he quickly changed into his pajamas and climbed into bed next to his wife. And as Max closed his eyes and started to drift off toward sleep 99 said, "You're going to be the best dad." The grin on Max's face kept him awake long thereafter.

Fin.

9 out of 10 doctors recommend reviewing for a happier, healthier you!

Author's Note 2: That's right. I put a couple hundred word ode to Don Adams' ass in there. That man had the finest behind of anyone who ever lived and with an episode like "Greer Window" how can you not take your time to appreciate that beauty? So if you're with me in the "Digging on Don Adams' Ass 4 Lyfe Club", send me a line because I'd love to talk about my unswerving devotion to that gorgeous piece of flesh.