This is my take on Max's proposal to 99. My very first fan fic ever, this one includes not only romance, but exhilirating action in a Chinese Soul Food restaurant owned by the Craw! ...excuse me, the Claw.

I got the idea after reading "99 Loses Control: The Alternate Ending" at
Lisa's Get Smart Site. You should visit her site if you want to read really good GS Fics.



Maxwell Smart was knocking gently on his loves -- well, his secret loves -- apartment door. He was in a particularly good mood because he had finally made a decision about his relationship with 99. He knew he loved her, and was tired of the cat and mouse game they had been playing since they first met. He was no longer in denial about his affection he wouldnt be afraid to tell her...ok, so maybe he would be afraid, but he wouldnt back down. Not this time. He was pretty sure that she felt the same way about him, but there was always the possibility she didnt...he quickly disregarded the thought. Tonight was the night. Thats why he had asked her out to dinner... Dinner! He suddenly snapped back to reality. He was supposed to go out to dinner with 99, and she was already ten minutes late. This was extremely unusual for the normally punctual 99. In fact, it always seemed like she was ready a good 15 minutes ahead of time...as if looking forward to their dates? He shook his head clear of his wishful thinking and began to knock harder. After another 5 minutes of blankly staring at her door, he picked the lock and entered her apartment. Already worried something might have happened to her, he bounded up the stairs two at a time after hearing a faint noise coming from her room.

Hoping she was decent (or maybe not...) he peered into her room, and was astonished, to say the least at what was happening before his very eyes...

He stared in disbelief as he saw 99 fully dressed in her evening wear staring at a framed picture of her and Max kissing while singing an all too familiar song...

"Youll never know how much I really love you,

Youll never know how much I really care..."



Was he hearing correctly? Was she really singing about him? He looked at the picture one more time to make sure it was really him... and it was! He was so excited, but didnt know what to do. She continued singing...

"Listen, do you want to know a secret?

Do you promise not to tell?

Closer... let me whisper in your ear..."



"How could someone as wonderful and perfect as 99 actually love someone like me?" Max thought to himself.

He began having doubts about telling her that he loved her. "What if she doesnt love me?" Max felt his heart sink. He had let his fears get to him once again. Maybe he wouldnt tell her tonight after all...

"Say the words you long to hear:

Im in love with you"



Max couldnt believe what he had just heard. By some amazing miracle, his 99 had just professed her love for him...even thought it was in private. This didnt phase Max. He was ready to run into the room an confess his undying love for her, but stopped himself. "On second thought...I think Ill try to romance her...and then propose." he resolved. He crept into the room and gently encircled her waist. 99 immediately spun around and gave him a quick jab to the jaw.

"Max!!!" 99 screamed out.

Sprawled out on the floor, all he managed to say was: "Ive heard that love hurts, but this is just ridiculous!" 99 let out a nervous laugh and helped him to his feet. Max rubbed his jaw and brushed himself off.

99 reached over and gave him a kiss on the cheek. "Max, Im so sorry! Are you alright?"

"Im fine 99, except that you interrupted me..."

"Interrupted you? What do you mean, Max?"

"Uh, well, lets see... Ah! I remember now!" he exclaimed as he encircled her waist once more.

"Ive know the secret for a week or two,

Nobody knows, just we two..."



"Max! You heard me singing? Well, um, you see, I was... I uh..."

Max had to cut her off before he lost his nerve to finish the song.

"Listen, do you want to know a secret?"

Max let 99 sit on the edge of her bed, and he sat down beside her. He picked up her left hand, and continued singing.

"Do you promise not to tell?"

He brought 99s hand to his lips...

"Closer, let me whisper in your ear..."

He leaned in closer to her, and hovered just above her ear.

"Say the words you long to hear..."

He gently kissed her earlobe before finishing the song.

"Im in love with you."

Max gently slid a ring onto the fourth finger of the hand he was holding...

"99... I love you..." Desperately searching for some romantic way to tell her how he felt about her, he decided on using the simple truth. "...and I cant live without you. Please, 99. Youre my everything, which means without you, I have nothing. Well, then again, I do make $ 35,000 a year down at Control, so I do have something, but then again after taxes...hmm...10 times 35, divided by 6, carry the one...or was it divide then multiply? See, because in-"

Max was abruptly cut off by 99 as she threw her arms around him and gave him the most passionate kiss they had ever shared.

"Of course Ill marry you Max! I love you...I always have, and I always will."

By this time, they both had completely forgotten about dinner. However, it wouldnt matter because Maxs shoephone rang- which could only mean one thing they were needed to support the never ending fight against rottenness.

Thoroughly disappointed with the interruption, Max took off his shoe and answered with a dejected "Maxwell Smart here."

The Chief quickly explained that Max was needed to be a part of a Control raid of a Kaos front.

"Could you get a hold of Agent 99 as well, Max? We need as many agents there as possible, and I want my best working team to be there."

"Oh thats easy Chief! Im in her apartment right now!"

"Great Max, but dont use her front entrance. Kaos is on high alert, theyve been suspecting a raid for quite some time. Theyve probably assigned an agent to everyone of our agents. I suggest you use the fire escape in her bedroom."

"Ok Chief. Were already in her bedroom, so we can quickly locate it and head down to Control."

"Max..." 99 tried to stop him, but he was oblivious to her cautionary tone, and of course, continued on.

"In fact, were on the bed, and I can see the fire escape right from here!"

99 slapped her forehead, and took the phone from Max before he cause more damage. She quickly tried to explain the situation to the Chief...but was too nervous to make any sense.

"Uh, Chief, uh yes, hi, this is 99... well um, - What? No sir! No, no sir! No, you didnt interrupt anything at all - "

"Yes he did!" Max pouted.

Ignoring Max, 99 continued. "I mean, theres nothing happening to interrupt- Why are we in my room? Well you see we were going out to dinner, and I was late, so Max came in to make sure I was all right-Oh!" 99 started to turn a deep shade of crimson. "Were not in it! Were on it!"

Max was thoroughly amused with 99s attempt to explain what was really happening to the Chief.

"Uh, when do you want us to come?"

He shot her a goofy grin, and she gave him a light shove.

"In half an hour, 99." The Chief shook his head. "Goodbye."

"Goodbye Chief." 99 handed back Maxs phone.

Max put his shoe back on, still wearing a big grin. "What time do we have get to Control?"

"In half an hour Max...Max, that was so embarrassing! Only God knows what the Chief must be thinking about us now!" she said tensely.

"Does it matter? Were going to tell him about the wonderful news soon anyways."

Maxs calm voice loosened her up. "I guess youre right Max."

"Arent I always?"

99 loved his cool and confident manner, which got her mind drifting back to what the phone call interrupted.

"Well, Max," she began as she nudged closer to him. "We do have a half hour to kill..." She wrapped her arms around him and pulled him close. "We might as well stay here..." she purred into his ear. Max didnt need any more encouragement. He answered her with a tender kiss. Soon enough, the tender kisses became increasing passionate. Max gently lowered her onto the bed. 99, totally caught up in the heat of passion, willingly obliged. He moved from her lips to below her ear, slowly going down to her neck...only to be interrupted once more by Maxs shoe phone. He kicked it off and flung it aside, continuing their make out session. A moment later, 99 quickly slipped out of the threshold of passion and came crashing back down to reality.

"The Kaos raid!" She exclaimed as she abruptly sat up. "Max! Answer your phone!"

He groaned, leaned over, and picked up his phone. "86 here."

"Are you alright?" It was the Chief again.

"Yes Im fine, why do you ask?"

"You sound a little breathless."

"Oh well, yes, me and 99 were-"

"Nevermind! I dont want to know. Thats why Im calling actually. You have exactly 15 minutes to leave... I dont want you to get...distracted for too long and forget about the raid." The Chief shook his head of the disturbing thought, and continued. "Anyways...Ill see you then. Goodbye."

"Bye Chief!"

"Well Max?" 99 questioned.

"We have to leave in 15 minutes 99."

"I think we should leave now Max. After I change out of my dress, we have to go to your place "

Maxs eyes grew wide and he flashed her a broad smile. "Are you sure well be finished in 15 minutes?"



"Max!!" 99 was blushing yet again. "You know what I mean!! Were still wearing what we were going to go out to dinner in. So Im going to change now "

"Can I help?"

99 usually loved Maxs flirtatious manner, but these were abnormal circumstances and they really had to get going, so she was growing weary of his lewd comments. She decided to say something to shut him up. "Not now Max, but maybe after the raid..."

Maxs eyes grew wide. "REALLY?!?"

"NO!! Now please, get out, because we have to leave soon."

Max pouted and muttered "All right, but you really shouldnt mess with a guys head like that."

99 gave him a quick kiss and led him out the door. "Thank you Max."

As he waited outside her door, his mind reflected on the last half hour or so. "I finally did it I won the girl of my dreams. I cant believe she actually accepted my proposal..." He began to think of what happened right after. "...accepted enthusiastically. Three whole years of worshipping her...my God...99...my everything, my reason for living, is soon going to be my wife, the mother of my children..." The sound of 99s door opening interrupted his adoring thoughts of her. He spun around, and 99 couldnt help but notice the pensive and lovelorn look on his face. He quickly put his pleasant thoughts in the back of his mind. "Well, wed better get going." 99 started to giggle. "Whats so funny 99?" She pulled him in her room and made him look in the mirror. His face had lipstick all over it. She wiped it off his lips, his cheek, his neck...she didnt realize they got that into it.

"You know, we didnt even go out to dinner."

"Thats fine with me, 99. I had much for fun here."

"We should do that more often...except without so many interruptions."

"Much more often dear." He smiled and put his arm around her waist. "And we will. Im so happy that were finally getting married. God 99, I love you so much."

"Oh Max, I am too! I love you too, Max."

They gazed into each other eyes for a moment, and then headed down the fire escape. A quick stop at Maxs apartment for a change of clothes and they were off to Control. Surprisingly, the drive to Control was very quiet. Both were completely lost in thought, and were obviously thinking about each other and their future together. The quiet ride seemed to last forever, but at last they reached headquarters. They walked down the hallway hand in hand, and 99 went into the telephone booth first. As she was dialing, he threw the door open and squeezed in beside her. They embraced and shared a tender kiss before descending into the office.

At the same time, the Chief walked into the outer office to question the whereabouts of his best team. Suddenly, he didnt have to...

"Max! 99!" Before his very eyes, Maxwell Smart was whispering, nibbling, doing only God knows what to 99s ear while she merely giggled and enjoyed his affection. Suddenly she realized they were no longer alone and pushed Max away. He looked at her with a hurt expression until she motioned for him to turn around.

"Chief! Hi! Uh, I can explain! You see "

"SMART! Save it! I..." his voice trailed off when he saw a ring on 99s hand...a ring? "Max, you..."

"Thats right Chief!" He put his arm around 99 and pulled her close. "Youre looking at Mr. and Mrs. Maxwell Smart! Well, Mr. and Mrs. Maxwell Smart to be."

"Congratulations, guys!" The Chief admired Max for having the courage to get over his fears and finally tell 99 he loved her. "Well, I hate to ruin the pleasant night you two have obviously been having, but your country needs you. Now that you two are here, we can all head on down to the Chinese Soul Food restaurant just west of 3rd Street "

"Great Chief, because 99 and I didnt have a chance to eat dinner, and lately Ive had a craving for some chop suey."

"Max! We are not going to eat at the restaurant! Chinese Soul Food is a major Kaos front! Thats what we are going to raid!"

"I knew that Chief. I was just testing you." Max smugly replied. 99 rolled her eyes.

The Chief brought his hand to the bridge of his nose. Less than 5 minutes after Max appeared, he felt a migraine coming on. "Great. Now remember, this is by far the largest raid on a Kaos front weve ever had, and I want you two to really give it all youve got. Our old friend, the Claw, is behind the Chinese Soul Food operation."

"What exactly do they do there, Chief?" 99 questioned.

"Well 99, to tell you the truth, were not quite sure. All we know is that it involves horrible Chinese food and rabid wolverines."

"Oh..." 99 and Max said in unison, then they both did a double take. "Rabid wolverines!?"

"I cant explain it. Anyways, lets go. You two take Maxs car, and Ill go with Larabee. The rest of the agents will meet us there." With that, the Chief walked out of the room.

Max encircled 99s waist and gave her a quick kiss.

"I guess we dont have to worry about telling the Chief were getting married, do we? I mean, that took care of itself in its own embarrassing way."

99 laughed. "It did, didnt it? But he seemed to be happy about it."

"Yes, he did. Well, I guess wed better go too." Hand in hand, they walked out Maxs car and started for Chinese Soul Food. They were received by fellow Control agents, but the Chief and Larabee were nowhere to be found. The agents voted that immediate action was needed or the raid would not be successful. There was a minute prep time, and the agents began pouring into the restaurant. 99 held Max back.

"Promise me youll be careful, Max."

"Dont worry about me 99. Make sure you stay safe too." He kissed her on the cheek, and they were off.

Most of the agents were busy with the Kaos goons that filled the store. Amid the turmoil, Max and 99 were able to sneak into the back rooms to find the Claw. Max spotted him, and with 99s help, took out his personal security.

"So Craw, we meet again."

"Not Craw, CRAW!"

"Sure, sure. 99 and I have got you covered. Escape is impossible. Why dont you just surrender now, so we can at least have a late supper?"

99 flashed him a quick smile. His confidence was just one of the may reasons she loved him so much. Plus, the remark about the late supper didnt hurt either. Her red Smith and Wesson trained on him, she added: "Thats right Claw, you dont even have a weapon to defend yourself with. Give it up."

"Ha! Thats where you are wrong, miss 99! I do have a weapon...the most deadly kind..." The Craw (CRAW!!) let out a shrill whistle, and an animal ran out baring its teeth.

"Is that the famous rabid wolverine the Chief was talking about?" Max questioned.

"That is right, Mr. Smart. And that rabid wolverine will deliver you your death."

"A rabid wolverine that delivers? He must get great tips. Anyways, it looks harmless." Max kneeled beside it and started talking to the little creature.

"Youre a cute little wolverine arent you? Youre not that bad, are you, little fella? Thats right..." Max began petting the animal.

"Max! Be careful! If it bites you, youll contract rabies!!"

"Dont worry 99, I know what Im doing."

"Please Max..."

In the seconds that 99 took her attention off of the Claw, he reached over and grabbed her gun.

99 ran over to Max.

"Dont worry 99. I wont let anything happen to either of us. Now listen Craw-"

"Not Craw!! Its Craw!! Craw Craw Craw!!"

"Fine, fine!! Okay CRAW, youre under arrest. Lets go."

"Ha! All I have to do is whistle once more and my wolverine will tear you to shreds!"

"Come on now. You wouldnt want to do a thing like - "

Max was cut off by a shrill whistle.



Max and 99 were shocked, and waited in fear for pain to surge through their bodies...but it never came. The wolverine did nothing but rub against Maxs legs.

"Max! It likes you!"

"You see Craw. All he needed was a little love, and we all know that love conquers all, even your dirty rotten wolverine!"

The wolverine began to whimper.

"Eh, no offense."

"SHUT UP! Ive had enough of you Mr. Smart!" In the blink of an eye, the Claw raised 99s gun and fired quick shots at both of them. In an effort to protect her, Max threw 99 to the ground, but was struck by a bullet himself. The Claw laughed and ran out of the room.

"Max!" 99 began to cry.

Max stopped wincing in pain long enough to say it hit his shoulder. "Dont cry 99. just get me back to Control, and Ill be fine."

99, in her state of panic frantically looked for a phone. She remembered Max still had his shoe phone on. Just as she began dialing, the Chief and Larabee ran into the room.

"Chief! Where have you been!?"

"Thats the last time I let Larabee drive." the Chief muttered. "We caught the Claw trying to run from here. Hes on his way downtown now. What happened? Are you guys alright?"

"No Chief, Max has been shot in the shoulder!"

"Larabee, take 86 down to the Control Hospital. 99, I know you want to go with him, so go ahead. Im going to wrap up this mess and meet you there in 20 minutes."

"Thank you Chief, see you then."

The ambulance disguised as a bakery truck wasnt available, so Max was taken inside an ambulance disguised as an ambulance. They reached Control in minutes, and Max was wheeled into Controls hospital. 99 gave him a quick kiss on the hand, which made Max smile faintly at her. With that, he was wheeled into the operating room.

99 sat alone, lost in thought, in the waiting room. A short time later, the Chief joined her.

"Did they take him in?"

"Yes, just a few minutes ago."

"How did he get hurt?"



"The Claw took my gun, so I ran over to Max...everything happened all at once. He fired at us, and Max threw me to the ground, but he was struck..."

"He did a very noble thing."

"Yes, I know he did. I just hope hell be ok. Seeing him in pain just makes me feel horrible."

"Dont worry 99. Hell pull through. Max always does. On a side note, we found out what the Claw was doing with the Chinese food and the wolverines."

"You did?"



"Yes. Chinese Soul Food helped smuggle and deliver plutonium to Kaos agents around the world. The Claw would blend it in with the food, and the wolverines would deliver it to agents stationed nearby. From there, they could inconspicuously transfer and deliver the plutonium wherever they pleased. Weve always known that Kaos got their plutonium from the restaurant, but we just never knew how. Thats why we had the raid. At least 30 wolverines have been taken into custody."

"Thats great Chief. Im glad it was a success."

"Well enough about the case. I know youd rather not hear about it anymore." The Chief searched for something that would take her mind off of Maxs bullet wound. "Tell me more about the engagement. Anything planned?"

"Oh no, Chief. We barely had time to discuss anything-"

"Yes, when I called, it did seem like you hadnt been talking much about anything."

99 looked away out of embarrassment. "Uh, well anyways, he proposed only a few minutes before you called, so..."

The Chief and 99 continued talking until a nurse came and told them Max was fine. He went back into the operating room and came out a moment later pushing Max in a wheelchair. "Hes a little woozy, so one of you will have to take him home."

The Chief shot 99 a knowing look. Immediately Max mumbled "I wanna go with 99..."

"Ok Max. Dont worry, Ill take you home."

Even in his state of stupor from the pain killers, Max gave her a sly grin.

"I told you, 99. Hes still the same old Max." The Chief sighed, then shook his head. "Call me in the morning and let me know how hes doing, 99."

"Right Chief. Lets go Max." 99 pushed Max out to his car, and gently helped him into the passenger seat. All the way to his place, Max babbled about anything and everything. 99 felt sorry for him. They had really gone overboard with the morphine. 99 led him inside his apartment, and managed to get him up the stairs and into his room. After tucking him in, he asked her for some water. There was a glass on his nightstand and he fumbled for it. He eventually grabbed a box of tissues and tried futilely to drink it. 99 looked on with pity and mild amusement.

"99, this sure is dry for water. Ill have to talk to my landlady about the plumbing."

After his comment, 99 felt horribly guilty for not helping him.

"Oh Max. Thats not water, thats a tissue box! Oh Im sorry Max, but I cant let you out of my sight tonight. I guess Ill just sleep beside you tonight in case you need anything. After all, if you cant even drink a glass of water..." 99 sighed and gently lay beside him. "Dont worry Max. I promised Id take good care of you."

"I certainly hope so." His near silent comment didnt go unnoticed.

"What was that? I didnt hear you."

"Oh, I just said I certainly hope Ill feel better."

"Oh you will, Max. I promise. And Ill take care of you until you do."

She gave him a quick kiss on the lips.

"Goodnight 99. I love you. "

"Goodnight Max. I love you too. " Another quick kiss, and 99 drifted to sleep in Maxs arms.

Savoring the feel of her body against his, he tightened embrace with her. Max thought to himself. "I knew the bit about the tissue box would work like a charm." He chuckled, and kissed her head. Exhausted, both mentally and physically, Max was about to fall asleep...

RING!!

The sudden noise startled both Max and 99.

Max was about to pick up his shoephone, but 99 beat him to it and threw it out of the room.

The End