What's that noise?

This started out as a doodle... I just happened to be watching a brand new DVD of my favorite 1960s sitcom and the doodle ran away from me, which is partly why the characters look very little their original actors. Meh, I'll work on it.

Max and 99 were one of my favorite pairs when I was little, my dad used to watch reruns when I was like eight... until I could repeat more lines/catchphrases/scenes than he could and then it was like "No more Get Smart for you!" xD good times.

This isn't based off any scene in particular, just them sneaking around and getting startled by something... I'm not sure 99 looks scared for the same reason Max does, or if Max just kinda grabbed her and she's startled cuz of that Oh, and I know Max is traditionally supposed to have incredibly beady little eyes, but he actually could widen them quite a bit, and it's just a nightmare trying to get a character to look freaked when they have dots for eyes. just saying.