- # 99: I mean if anything should happen to you I...
- Maxwell Smart: Don't worry 99, nothing's going to happen to me.
- # 99: You know what I mean, Max.
- Maxwell Smart: Yes I do... Ernestine.
- # 99: That's the first time you've ever called me Ernestine.
- Maxwell Smart: I know.
- # 99: I wish it were my name.
- Maxwell Smart: It's Orlando. He's dead.
- # 99: Oh Max, how terrible.
- Maxwell Smart: I know. That practically eliminates him as a suspect.
- # 99: Oh Max, the Chief's got to be all right he's just got to. If anything happens to him...
- Maxwell Smart: 99...
- # 99: Max, please tell me he'll be all right.
- Maxwell Smart: 99...
- # 99: Tell me he'll be all right, Max, tell me Max, tell me!
- Maxwell Smart: He'll be all right.
- # 99: You're just saying that.
- Maxwell Smart: You know, when I first came to Control, the Chief had a full head of hair.
- # 99: Really? When I came here he was bald.
- Maxwell Smart: That's right, you joined two weeks after I did.
- Maxwell Smart: Bediyoskin told us to contact you. He even wrote your initials on a slip of paper. T.B.O.
- Tom Orlando: T.B.O. can mean a lot of things.
- Maxwell Smart: Oh really? For instance, give me another T.B.O.
- Caterer: One T.B.O. forty cents.
- Maxwell Smart: T.B.O.?
- Caterer: Tomato and bacon on an onion roll.
- Maxwell Smart: [during fencing duel] Tell me, Hurrah, what made you decide to join KAOS?
- Otto Hurrah: I'm a creative producer and director, bursting with new concepts. I was wasted in the movie business. KAOS had an opening for a mastermind, so I took it. Besides, my agent recommended it.
- Maxwell Smart: [during fencing duel] But KAOS is vicious, evil and rotten.
- Otto Hurrah: So is my agent!