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00:00Sorry, sir, but that only comes in brown.
00:11Oh.
00:12Well, I think these will be fine.
00:16One of them is a little tight.
00:17The left one?
00:18Yes.
00:19In the back?
00:20That's right.
00:21How did you know?
00:23You forgot to remove the shoe horn.
00:25How do they feel now?
00:27A little loose.
00:28I think I better put that back.
00:29Sir, you've been in here over an hour now.
00:32An hour?
00:33That's funny.
00:34It seems like only about 10 minutes.
00:36You must be good company.
00:37You've tried on just about everything in the store.
00:40What's that in the box over there on the counter?
00:44My lunch.
00:45Would you like to try that on?
00:46Sir, look.
00:47Why don't you come back next week?
00:49We're getting a whole new shipment in then.
00:52No, I think these will be fine.
00:54I'll wear them home.
00:55I'll just take my old shoes and put them in a box.
01:11What's keeping you?
01:12I need your help with this coat.
01:13That fool out there.
01:14I've tried everything to get rid of him.
01:15Well, hurry.
01:16He's paying us to smuggle information, not sell shoes.
01:25Your box is ringing.
01:26It's a shoe.
01:27A telephone.
01:50Don't answer it.
01:51But all day long, I wonder who called.
01:53There's only one man I know of who has a telephone concealed in his shoe.
01:58That's a control agent by the name of Maxwell Smart.
02:00You mean that Smart out there?
02:03Think he's wise to us?
02:04Why else is he here?
02:0599, I found them.
02:08There's only one problem.
02:10They only come in brown.
02:12Well, look.
02:14Why don't you meet me at my apartment, and we'll go to dinner and the concert from there.
02:17Good.
02:18Oh, and 99, tell the chief I'm still looking for the spy ring.
02:23No, nothing yet.
02:24I just have no idea where they are.
02:26Right.
02:27See you later.
02:28He must know this is our headquarters, unless it's just a crazy coincidence.
02:31We can't afford to take any chances.
02:43Here's your old pair, sir.
02:45Oh, thank you.
02:47Thank you.
02:48And please, call again.
02:54Couldn't get him.
03:01Customer.
03:02All right, let me have it.
03:04Now, you stay here and don't worry.
03:07I'll get Smart.
03:23♪
03:28♪
03:33♪
03:38♪
03:43♪
03:48♪
03:53♪
03:58♪
04:03♪
04:08♪
04:12Hi, Chief.
04:13Max, what happened to you?
04:15Some guy tried to run me down on a call.
04:17Luckily, I jumped aside just in the nick of time and leaped for his running board.
04:21What happened?
04:22They don't make running boards anymore.
04:24Max, what have you found out about Chaos' headquarters?
04:28Isn't that top security information, Chief?
04:32Yes, Max.
04:33Well, you don't expect me to talk about it right out here in the open like this.
04:37I demand the cone of silence.
04:39Max, do we have to?
04:41Well, with vital information like this, of course we have to, Chief.
04:45Okay, you win, Max.
04:47Hodgkins, lower the cone of silence.
04:53Now, what did you find out?
04:54Nothing.
04:57Hodgkins, raise the cone of silence.
04:59If you had nothing to report, why did you insist on lowering that?
05:02Well, Chief, Rule 13 says that if you have...
05:05Max, why do you always have to live by the rules?
05:09Because Rule 27 says that you must always live by the rules of the book.
05:13All right, never mind. Someday I'll learn.
05:15Well, it's all right there in the book, Chief. All you have to do is look.
05:18Max.
05:19Chief, don't think I haven't made progress on this case.
05:21I've been working on it day and night,
05:23and I've checked out every single suspicious character in the city.
05:27And?
05:28I have everything, all the information, right here in my dial-a-fact.
05:31Your what?
05:32My dial-a-fact, Chief.
05:34It's a little something that I built in the lab.
05:36It's a great thing for secret agents who are tired and on the go.
05:39How does it work?
05:40Well, it's really quite simple, Chief.
05:42You see, I just dial a letter for the information I want.
05:45For example, I dial A.
05:48There we are, right at my fingertips.
05:50Now, A is for assassins.
05:52This lists all the chaos assassins known all over the world.
05:55That's very ingenious, Max.
05:57Now let's try B.
06:02There we are.
06:03B is for birthdays.
06:05This lists the birthdays of secret agents all over the world.
06:08And the birthday presents I sent them.
06:11That's amazing, Max.
06:12Yes.
06:13And C is for codes, and D is for secret letter drops, and so forth.
06:17Marvelous. What does E stand for?
06:24Everything.
06:27Are you all right, Chief?
06:28It's just a slight headache, Max.
06:30Oh, another one of those, huh?
06:31I have just the thing for it, Chief.
06:33H for headache.
06:34Oh, Max.
06:35Just sit down.
06:36As you know, Max, control keeps a tight security rein on the friends and relatives of all our agents.
06:41We've received a report that your Aunt Bertha and Uncle Abner are coming to town to surprise you.
06:46Oh, that'll be a surprise.
06:48If they find out that you're a control agent and spread the word, you will be of absolutely no value to us any longer.
06:55Chief.
06:56Well, I just want to impress upon you the importance of keeping your occupation a secret from your uncle and aunt.
07:01I'm sorry, but that's the way it has to be until they leave town.
07:03Now, what's your cover story?
07:04Which one?
07:06The one you gave your uncle and aunt.
07:08What did you tell them you were doing for a living?
07:10Oh, my gosh, Chief. I don't remember.
07:12You don't remember?
07:13What about the files, Chief?
07:15Don't we keep a full record of all the cover stories?
07:17Right. Just let me get my copy of the cover file.
07:21Max, do you have a match to melt this seal with?
07:23Sure, I'll do it for you, Chief.
07:24Thank you.
07:33There's nothing in here, Chief.
07:35That's right. Those papers were lost in that fire we had in the filing room last year.
07:39Yes, I'd forgotten about that fire. We never did find out how that was started.
07:43No, we didn't. We suspected it was sabotage.
07:47I'll get it.
07:51It was probably chaos, Chief.
07:53They always have been jealous of our neat filing system.
07:58These things certainly do get started mysteriously, don't they?
08:02Not too mysteriously.
08:04Don't worry about my cover story, Chief.
08:06A little clever questioning of Uncle Abner and I'll get all the information I need.
08:10What counter-offensive devices do you have in your apartment, Max?
08:13Well, let's see now.
08:15The roll-up rug.
08:17The cargo net.
08:18Desk drawer.
08:19What's that?
08:20Oh, you know the desk drawer, Chief.
08:21That's where you press the button on the lamp and the drawer comes out and hits you in the stomach.
08:25Oh, yes. What else?
08:27Salsa bottle.
08:28Before your aunt and uncle arrive, be sure you deactivate them so as not to arouse their suspicion.
08:32Here are some leads on chaos headquarters that I got from 99.
08:35Be sure and memorize them and destroy them.
08:37Right, Chief.
08:49Max.
08:50I'm being careful, Chief.
08:56Max.
09:00Max.
09:02I'll get it, Chief.
09:17One of these days, I've got to get that closet cleaned out.
09:22Okay, now it's my turn.
09:25On second thought, I think I'll skip my turn.
09:28Smart chaos wants you destroyed.
09:44Who is it?
09:45Surprise!
09:46Aunt Bertha.
09:47And Uncle Abner.
09:49I'll be with you in a minute as soon as I get out of the rug.
09:52The what?
09:53Uh, the tub.
09:54Be sure to dry your hair.
09:59Hold it.
10:01Sit down.
10:02Down.
10:05I'm going to have this gun in my pocket at all times so you'll be completely covered.
10:09And as far as my aunt and uncle are concerned, you and I are old army buddies. Have you got that?
10:13Yeah. We flew together in the Luftwaffe.
10:15Oh, right.
10:17No, that's the wrong side.
10:23Aunt Bertha, Uncle Abner, what a wonderful surprise.
10:25Didn't I tell you he'd be surprised?
10:27Uh, what brings you to town?
10:29What brings us to town? Tell him, Abner.
10:31Nice place you got here, Max.
10:34Who's that, a friend of yours?
10:36Uh, yes. This is one of my old army buddies, Uncle Abner.
10:39One of my dearest friends. Uh, Irving.
10:41Victor.
10:43Victor Irving.
10:44How do you do?
10:45How was your trip?
10:46Our trip? Oh, tell him, Abner.
10:49Good looking desk you got here, Max.
10:51How do you turn on the lamp?
10:53Uh, just press that button.
10:56Oh.
10:57Don't press that button!
10:59Well, what's wrong with pressing a little button?
11:03What was that?
11:04Just a little device for busy executives. It hardens the stomach muscles.
11:08What won't they think of next?
11:12Anybody, uh, anybody want a drink?
11:18What's that for? The head muscles?
11:21What do you do for a living now, Maxwell?
11:24I think he designs amusement parks.
11:28What do you do, Max?
11:30Oh, uh, same old thing.
11:32Of course, I was promoted since I saw you last.
11:34Promoted to what?
11:36Uh, what was I before?
11:38Before what?
11:39Before I was promoted.
11:40You weren't the president of the company.
11:42Well, now I'm not the vice president.
11:44I don't think I understand.
11:46Well, it's a complicated business. Very much like yours, wouldn't you say?
11:49Very.
11:50Uh, what is your business, Uncle Abner?
11:52I'm retired.
11:56Uh, well, I suppose you people are very tired and want to unpack.
11:59Where are you staying?
12:00We don't know yet.
12:01Oh, Max wouldn't permit you to stay any place but here.
12:04He'd be very insulted.
12:06Thank you, Maxwell.
12:07Didn't I tell you, Abner?
12:11Somebody's at the door.
12:13I'll answer it.
12:20Don't anybody move.
12:21Why not?
12:22Uh, it's just that you make such a nice family picture.
12:30Hello, Max.
12:31Shh.
12:32I've got a chaos spy on my hands.
12:34My Aunt Knuckle here and I've got to cover my identity.
12:36I'll wait out here.
12:37You let him out and I'll arrest him.
12:39Right.
12:40Right.
12:41Who was that, Maxwell?
12:43Oh, it was just the maid, Aunt Bertha.
12:44I've told her I wouldn't need her today.
12:46But the place is a mess.
12:47I'll call her back.
12:48Aunt Bertha, wait.
12:49Wait a minute.
12:53You're the maid?
12:54Uh, the maid.
12:57Yes, I'm the maid.
12:58I was just, um, dusting the crack under the door.
13:01Boy, what you must get an hour.
13:05Oh, uh, well, you see, I was just on my way to a party
13:08and, uh, I thought I'd stop by and ask Mr. Smart
13:11if I could skip his apartment today.
13:13That's right, Aunt Bertha, and I told her it was okay.
13:16As a matter of fact, why don't you take my friend Victor along with you?
13:20Good idea.
13:21Oh, no, no, I can't go.
13:23What would my wife say?
13:24She can come with us.
13:25Well, she's in the hospital having a baby.
13:26Well, why don't you take them both of them?
13:28There'll be no parties.
13:30If you're paid to clean, you clean.
13:32Oh, I can't do that.
13:33You can't?
13:34No.
13:35I'm going to go right down to the manager and have you fired.
13:38No, you wouldn't do that.
13:40Uh, yes, I'm afraid she would.
13:42Uh, it's all right, Aunt Bertha.
13:44I'm sure she'd be glad to clean.
13:45Don't rock the boat.
13:46We've got a stall till we get Victor out of here.
13:48Fine.
13:49Maxwell, where do you keep your cleaning things?
13:51Uh, upstairs in the utility room, Aunt Bertha.
13:54Come along here.
13:55The very idea of thinking about going to a party
13:58until you finish your cleaning.
14:00You'll not leave this apartment until it's quick and fast.
14:03Well, if you'll all excuse me,
14:04I think I'll go in the kitchen and get a glass of water.
14:06I think I'll go with you.
14:07I'm a little thirsty myself.
14:08And no, no, you stay here and chat with your uncle.
14:10I'll bring you a glass of water.
14:11No, you don't know what kind of water I like.
14:14Uh, I mean, you don't know where the faucet is.
14:16In most apartments, it's over the sink.
14:19Around here, I wouldn't bet on it.
14:21Well, uh, I'll stay and chat with your uncle.
14:23You bring me a glass of water.
14:24I propose we both go to the kitchen.
14:26There's a little something I'd like to discuss with you.
14:28Excuse us, Uncle Outner.
14:34Come on, come on.
14:35Hurry up.
14:36We've got lots to do.
14:37Now, first, we're going to start with the window,
14:39right over here.
14:40And then we're going to do the floors.
14:42Now, the only way to do the floors is on your hands and knees.
14:45All right, put down the bucket.
14:46Come on, sit down here.
14:48That's it.
14:50Now, this is the only way to do the windows.
14:53Bertha, come here a minute.
15:00This is certainly a peculiar apartment.
15:02Yes, and Maxwell's acting very strangely.
15:05Did you notice he never takes his hand out of his pocket?
15:07I wonder if he heard us.
15:09I wonder if he heard himself.
15:11Poor thing.
15:14Uh, Uncle Outner, why don't you and Aunt Bertha take your things and go on upstairs?
15:18Why not?
15:19We've been on all the rides down here.
15:34Max, shall I take him in?
15:35Good idea, 99.
15:36Aunt Bertha, the maze through with the window.
15:40Good, you've finished.
15:42Listen, I've really got to...
15:43Upstairs next.
15:47All right, Victor, let's go. Move out. Come on.
15:50I'm calling control on having you taken in,
15:52so you might as well tell me where your headquarters is right now.
15:55Oh, so you don't know.
16:00Max, can I move your clothes from one side of the closet to the other?
16:04Go right ahead, Uncle Outner.
16:06Thank you.
16:07Uh, Uncle Outner, aren't you going to ask about this?
16:22All right, hold it.
16:24All right, Victor.
16:26You and I are going downtown.
16:28Get your hands up and don't move.
16:30The little game is over.
16:32Don't you argue with me.
16:34The game is on again. Put your hands down and don't move.
16:37First, you'll mop the floor.
16:39Then I want two coats of wax.
16:42No!
16:43What?
16:44Uh, one coat of wax will be fine, Aunt Bertha.
16:49Maxwell, where do you keep your towel?
16:52Uh, upstairs in the linen closet, Aunt Bertha.
16:54Oh.
16:55Oh, what's this?
16:57Cut!
16:59Bye, everybody.
17:02Max, your shoe's ringing.
17:08Take a message, Uncle Outner.
17:11Something terrible is happening.
17:13I know. He must be mixed up in something bad.
17:15He's either a bookmaker or a gambler.
17:17Or a musician.
17:18We'd better follow him.
17:19Oh, do you think we should?
17:20We owe it to the family. After all, he is your sister's son.
17:23My sister's son? I thought he was your sister's son.
17:26I don't think so. I hope not.
17:31I don't care about Aunt Bertha and Uncle Outner.
17:34All I know is that chaos is not going to appreciate
17:36the fact that you bungled the opportunity to kill Smart.
17:39Smart poses no threat to us.
17:40He's so busy covering up for his aunt and uncle,
17:42he doesn't have time to find out this is our headquarters.
18:04Maxwell.
18:05Aunt Bertha, Uncle Outner, what are you doing here?
18:08Why didn't you tell us you worked in a shoe store?
18:10I thought you knew.
18:11Now that I'm here, I might as well get a pair of shoes.
18:13Yes, well, I know a great shoe store, Uncle Outner.
18:15What's the matter with us?
18:16Yeah, well, we can't fit you here.
18:17But you don't know his size.
18:19Exactly why we can't fit you. Come on, Max.
18:21Do you mean you don't want to wait on me?
18:26Please be seated.
18:29Now, exactly what did you have in mind?
18:32Black Oxford 9C.
18:35Black Oxford 9C.
18:38I'll see if we have it.
18:46How do you like that? He really works here.
18:49Yes, and it's a very nice store.
18:52It certainly is.
18:54Why are we whispering?
18:57Why are we whispering?
19:24What's wrong?
19:25Nothing. Why?
19:29Okay, here it is. Let's go.
19:30Don't I get a chance to try it on?
19:32I tried it on. It fits perfectly.
19:34Doesn't he get two shoes?
19:35Two shoes?
19:36Yes, he hates to hop.
19:55Let's go.
20:15Is that you, Herman?
20:16It's funny.
20:17What is it?
20:18There's something strange going on here.
20:20That's the second time this has happened.
20:22Come on.
20:26Victor!
20:28Aunt Bertha.
20:30Uncle Abner.
20:31We didn't know you worked in this store, too.
20:34Two?
20:35Yes.
20:36Maxwell never told us that you both worked in the same store.
20:39Where is Max?
20:40Well, he's in the back room getting me my other...
20:45Hello, Chief.
20:46Max, listen.
20:47All right, smart.
20:49Excuse me, Chief. I'll have to call you back later.
20:56No, hold it, hold it. There are people out there.
21:00Ah, let's see. That was 9C, wasn't it?
21:25They must have a big call for 9C.
21:379C.
21:38Max, if it'll make it any easier for you, I'll take an 8D.
21:44Hello, Chief.
21:46This is Max.
21:48Their headquarters is in Lawson's Shoe Store.
21:53Right, Chief.
21:55The information was written in code on the inside of the shoes.
22:00As a matter of fact, when my Uncle Abner leaves the store,
22:03he'll have the information on the inside of his shoes.
22:07That's right.
22:10As a matter of fact, when my Uncle Abner leaves the store,
22:13he'll be wearing the plans of a deadly sea-to-air missile.
22:19Right, Chief.
22:27Sorry about this, fellas.
22:32Here, Uncle Abner.
22:349C's Black Oxfords.
22:36Maxwell, what went on back there?
22:38Oh, nothing, Aunt Bertha. Just a little discrepancy over salary.
22:42Are you all right, Maxwell?
22:44All in a day's work, Aunt Bertha.
22:46Max, take your uncle's advice.
22:48Get out of the shoe business before it kills you.
23:01I just can't believe it.
23:03I told you he was acting funny.
23:05What's the poor thing going to do for a living now?
23:07Will he ever get another job?
23:09Don't worry, Maxwell.
23:10He'll find some other shoe store full of enemy spies.
23:13Abner, I've got a wonderful idea.
23:16Why don't you take him into business with you?
23:20Recommend him to a friend.
23:24I know.
23:25Why don't you buy the shoe store?
23:27It would probably be a steal.
23:29That's not a bad idea.
23:31And Maxwell could run it for you.
23:33That's not a good idea.
23:35Morning, Aunt Bertha. Uncle Abner.
23:37Good morning, Maxwell.
23:39Your uncle and I are so concerned about your future.
23:42Oh, don't worry about me, Aunt Bertha.
23:44I can take care of myself.
23:45But, Maxwell, what are you going to do?
23:48Oh, well, I sold shoes before.
23:51Now I'll sell something else.
23:53A good salesman can sell anything.
23:55I could sell suits or I could sell lamps or paintings.
24:01Why, I could even sell couches.
24:04Oh, no!
24:06Abner, get me out of here!
24:09Why, what do you want to do?
24:11Go on a Ferris wheel?
25:04THE END