Avengers, The


Avengers












                 THE AVENGERS



                Screenplay by Don Macpherson



























                    June 21, 1995







1    BLUE SKY WITH CLOUDS

    PAN DOWN to reveal:


2    EXT - SALTFLATS - DAY

    A flat horizon, stretching to infinity.

    A 360 degree pan reveals: nothing.  Deserted, no hiding places.  No animals, no
    humans, no objects.  Except in mid distance --


3    RED PHONE BOX

    brightly painted, traditional, comforting, belongs in a village green.  Perfectly
    ordinary -- except for its location.

    Silence.  Only the wind over the plain.  Except --

    The PHONE RINGS.

    RING-RING ... a mellow, old-fashioned tone.  We wait for someone to answer it.  But
    of course nothing and nobody for miles.  Except --


4    IN DISTANCE

    a CAR ENGINE ... A puff of smoke on the horizon ... VA-VA-VOOM of high geared
    acceleration, as INTO VIEW

 ZOOM! --


5    CAR 

    speeding like a bullet.  Driven at maximum, breakneck speed, 125 mph.  A petite open
    top '65 Lotus Elan, all streamlined curves, full throttle, it nears the phone box, and --

    SCREECHES to a halt.

    Dust clears, ENGINE NOISE FADES.  From the seat, hops --


6    KINKY BOOT

    in black leather.

    Buckled.  Strap at ankle.  Crunching into the ground.
 PAN UP TO:


7    BEAUTIFUL WOMAN

    late 20's.  In CLOSEUPS of -- Tight black leather catsuit.  A flash of auburn hair. 
    Black leather like a second skin.  Smoothed over legs, thighs.  Buckled at wrists, straps
    at ankles, zips --

    Pulled up over flesh.  This is EMMA PEEL, scientist.  Sexual, invulnerable, cool.  Very
    cool.  She locks up at clouds in the sky.  Then steps across to the phone box.  Picks up
    the phone.

                 EMMA
            How now brown cow ...
                (pause)
            The rain in Spain falls mainly
            on the plain ...
                (pause)
            The quick brown fox jumped over
            the lazy --

    From the receiver, an irritated official voice.

                 VOICE (V.O.)
                (filtered)
            Password affirmative. Thank you,
            Doctor.

    Emma puts down receiver.  Hangs a cardboard outside the phone box.  Then presses
    button bakelite box.

    A second's wait.  A coin from the slot.  Then a HUM as --


8    INSIDE PHONE BOX

    the floor lowers automatically.  Emma disappears.  Hanging outside the box, a notice
    now reads "Out of Order."

    Next to the call box we notice a sign: an arrow pointing into the desert:  "London 84
    miles."


9    INT.  LABORATORY

    underground.  Emma descends on the lift platform; steps into a research lab in retro hi
    tech.  Walks past assistants, down long pink and orange steel corridors, Werner von
    Braun goes disco.  Nears a door, marked:  "Prospero Project -- Authorized Personnel
    Only." Logo with lightning emerging from a cloud.


10      FROM AIRLOCK DOOR

    A man enters, older.  In matching leather suit: like an astronaut.  Early 40's, handsome,
    charismatic, with swept-back silver-black hair.  His name tag: DR. PETER PEEL.

                 PETER
            Ready, darling?

    Peter fixes her name tag: DR. EMMA PEEL; runs a finger down over her breast.  She
    smiles.

                 EMMA
            Ready as I'll ever be ...

    Mutual erotic, intellectual attraction.  Peter takes her hand and they walk down:


11      LONG CORRIDOR

    air-lock doors: a series of sealed chambers inside a hitech Labyrinth --

    A man joins them.  A shyer, bespectacled, less handsome version of Peter.  On his name
    tag: DR. VALENTINE PEEL -- brother and partner.

    In b.g., a countdown starts, ECHOING thru the lab

                 VALENTINE
            Atmospheric pressure checked, antenna ready... 
            Thermal chamber ready ... Compression module 
            set ... Temperature control on course between 
            one and one forty ... Water turbulence steady ...

                 PETER
            Anything else?

    Valentine smiles, shrugs --

                 VALENTINE
            Good luck ... Peter ... Emma.

                 EMMA
            Thanks, Valentine ...

    Emma gives him a quick peck on the cheek.

    A shy look from Valentine at Emma.  Peter senses

                 PETER
            Just a minute, darling. My brother's a 
            worry wart. I better have a word ...
            Valentine --

    Peter takes Valentine over to one side.  Emma checks gauges and dials.  Behind her a
    conversation.  Peter returns.

    He takes a ring from his finger --


12      CLOSEUP - DIAMOND GEM

    on a gold ring.


13      BACK TO SCENE

    He slips it onto her finger.

                 PETER
            Something to remember me by.

    Peter smiles.  The remark strikes Emma as curious.  But no time to query.  She smiles
    back.  He gives her a kiss --

                 PETER
                (checks his watch)
            See you in an hour ...

                 EMMA
            One sunny day ...

    The countdown ECHOES around them as they separate.


14      IN DISTANCE

    Valentine watches her.


15      INT.  LAB CHAMBER

    Inside a bed of ice, Emma is lowered by hydraulic machine into a steel radioactive
    thermal chamber, glowing eerily blue

    The effect is very cold.  Frozen.  Numb.  Like a sci-fi Sleeping Beauty, beauty
    entombed and sealed in a glass coffin.  Plunged down into a vault.  Opposite her --

    In another glass coffin, Peter Peel, is lowered down.


16      FROM EMMA'S POV

    The sound of their HEARTBEATS.  Their BREATHING.  BLEEP and PULSE OF
    ELECTRONICS.  Thru glass and leather.  Like cerebral sex.  Technological, erotic.
    Peter winks at her -- Emma locks longingly at him, as --


17      UP IN CONTROL ROOM

    Valentine watches behind glass.  Like a kid excluded from a bedroom.  He attends to
    dials.  And to his female assistant --

                 VALENTINE
                (thrilled)
            Readings still normal ...

    The assistant smiles oddly.  FOCUS ON --

    An insignia tattooed on her neck: "X404."  A replicant.
    They monitor screens.  A DULL HUM.


18      EXT.  SALTFLATS - DAY

    A weather antenna emerges from the ground:  an enigmatic phallic silver blob, like a
    Koons sculpture.  The sun glints off it ...


19      DOWN BELOW

    A temperature gauge rises.

    The ice is infused with pulsating colors: purple -- blue -- green -- red.  Starts to heat
up     as if --

    It soaks up temperature:  from cold to hot in instants.


20      CLOSEUP - WHITE GLOVED HAND ON DIAL

    "CUMULUS COLLECTOR." The graphs accelerate, but over the dull HUM -- a
    MURMUR, a BREATH.  As Emma's HEARTBEAT rises

    The gloved  hand turns up the dial, past a red danger mark.

    Suddenly a BLIP.  Something wrong.


21      DOWN IN HIS VAULT

    Peter Peel's "coffin" starts to overheat. Peter reacts --

                 PETER
                (intercom cutting out)
            Losing control -- malfunction
            in thermal chamber -- for Christ's
            -- Emm --!


22      IN CONTROL ROOM

    Needles push off the dials, as --

    The ice swells: strange mix of colors, absorbing heat and energy in clusters of molten
    metal ... steam and sparks ignite ... Valentine's eyes widen in alarm ...

                 COUNTDOWN (V.O.)
            Five -- four --  three -- two --
            one ... Three -- two -- one ...
                (repeating)
            Three -- two -- one ...


23      INSIDE COFFIN

    Peter's glass cracks

    The emergency light goes on -- the ALARM sounds -- lab assistants running ...


24      IN HER COFFIN

    Emma realizes; looks to Peter --


25      EXT.  SALTFLATS - DAY

    The "Koons" antenna is drawing a strange purple cloud towards it, from otherwise blue
    sky ... siphoning the purple atmosphere down itself into


26      INT.  CONTROL ROOM - CONTINUOUS ACTION

    Thru the air ducts the purple cloud starts to billow ... Panic stations! Valentine looks
    aghast at the graphs:  all systems fucked, over the intercom --

                 VALENTINE
            Emma, Peter, get out! It's going to explode!

    FROM Valentine's anguished face TO Emma's face, as

                 VALENTINE
            Emma ...


27      FROM HER VAULT

    Emma undoes the straps, clambers out of her pod


28      ANGLE (IN DREAMLIKE SLOW MOTION)

    Emma clambers onto her husband's pod -- in a sequence eternally replayed for her as a
    nightmare --


29      BACK TO SCENE

                 VALENTINE
            Get out! Leave him -- ! Emma!


30      RAPID INTERCUTS

    The purple smoke enveloping Peter's pod, soft caresses -- Peter struggling within,
    looking at Emma --

                 EMMA
            Peter!

    Her leatherclad limbs straddled over his glass coffin.  Her HEARTBEAT sounds ... She
    grabs, claws on glass --

    Her fist draws back, blam! blam! blam! three deadly blows, Emma SMASHES the pod
    cover, it --

    Cracks -- splinters -- not breaking -- obscuring his face inside like a spider's web, as
    behind her

                 VALENTINE
            Don't wait for him -- he's not --

    Breathless, blood smeared on glass, Emma's gashed fist bleeds thru torn leather glove --
    twisted mass of flesh and glass -- GROWLING sound growing as:


31      ABOVE GROUND

    The voluminous purple cloud being sucked by the antenna...!


32      CLOSEUP ON EMMA'S DIAMOND RING

    gleaming thru a tear of blood as she pounds the glass --


33      BACK TO SCENE

                 PETER
                (faint)
            Emma ... Emma ...

    As a GROWLING sound grows till

    BOOM!  An EXPLOSION rocks the vault -- flames burst out -- sound and vision
    separate -- Emma hears explosion as a slow moving tear thru her psyche.  A trauma.


34      ANGLE (IN EXTREME SLOW MOTION)   

    The blast flings Emma back thru space, flying unconscious as if in a dream, floating
    backwards in --

    A milky way op-art swirl of glass and steel fragments, now -- out of control,
    weightless, powerless, as --

    The background of sealed doors, white corridors all vanish. A spinning, black void
    opens up behind her, as her eyes shut, head falls back --

    An orgasmic, dream of near-death, as a CRASH OF MUSIC BEGINS a hip new
    version of the "AVENGERS" THEME TUNE --

 CREDITS SEQUENCE.


35      SERIES OF SHOTS

    In stark silhouette  The swishing of a bowler hat spinning thru space
 
    An umbrella tossed in the air, flicked like a deadly weapon --

    A rich velvety feel, key colors black/white/red.  Dandyish and erotic followed by blasts
    of violence, dreamy op-art puzzles and psychedelic patterns over --

    A sensuous BLACK, background -- slowly revealed to be a woman's leather-clad 
    body --

    In silhouette -- A bowler hatted man, Steed, a catsuited woman Emma.  Flashes of: 
    hair -- eye -- a red rose -- in bloom -- petals folding and unfolding, then tightly shut.

    A thorned stem, sharp to the touch --

    FROM black and white INTO color -- leather Background metamorphosing into black
    and white of a chessboard as ...

    A medieval knight moves around its queen in a formal dance --

    A fetishistic attention to detail: leather catsuit, swish of legs, boots ... hair tossed
    back - - red nails over black ... creamy white skin ... zips ...

    A silhouetted man in bowler hat in Savile Row suit -- old Etonian knotted tie --
    umbrella stabs like a sword --

    Umbrella with knotted stems of a rose furling round -- then a tear, gash -- rose cut and
    tossed into --

    His lapel. Until, at the end: together in silhouette.
    Bowler hat thrown, skimming, swishing thru air, until --

    Now only a single HEARTBEAT ... BA-BOOM ... BA-BOOM ...
    Then --

    PISTOL SHOTS OVER as:


36      INT.  EMMA'S BEDROOM - PRE-DAWN

    A gasp as Emma wakes abruptly from her nightmare, years later, startled by the shots,
    naked beneath satin sheets.  Her HEARTBEAT FADES as she looks around her Klaus
    Oldenberg room, vinyl comforter, satin sheets.  A toss of her hair.

    Looks more mature. Sexual, haunted. Mrs. Emma Peel -- widow.

    Same every night.  Next to the clock, a framed photo of her dead husband, Peter Peel.
    From outside ANOTHER SHOT ...

    Emma flings on a satin robe, goes to the window and sees --


37      HER POV

    a CAR zooooming past, its bowler-hatted driver racing thru early morning streets.  The
    damn thing BACKFIRES again ...


38      BACK TO SCENE

    Emma frowns, annoyed.


39      EXT.  STREETS - DAWN

    Zoom!  The sleek, sporty black Jaguar SS100 burns down deserted streets.  Inside is a
    bowler-hatted man --

    JOHN STEED, late 30's.  Handsome English gent, roguish looks, dandy's clothes.  A
    Beau Brummel figure in a Savile Row suit, velvet collar, embroidered waistcoat.
    A debonair Etonian, Steed oozes charm, wit and - when he chooses to -- hard-edged,
    steely menace.  He drives through --

40      LONDON (1999)

    This is 'Avengersland': a parallel world painted by Rene Magritte, forever England.
    Bright pinks, greens and reds, an imperial city in final decadent bloom.  White stucco
    buildings. Regency style in candy colors.  A surreally 90's city like a hipper, edgier
    version of the 60's preserved in aspic, where --

    Over the RADIO, a plummy voice:

                 ANNOUNCER (V.O.)
                (filtered)
            ... The War Office today approved military 
            expenditure for the nation's new defense alert 
            system. A spokesman  said he would raise the 
            matter at the forthcoming World  Council of 
            Ministers, but that a state of vigilance was 
            still necessary in the uncertain climate.

    As Steed turns into a mews, we realize that in this kinky, pop world, ordinary life does
    not intrude.  No traffic.  No extras.  Nothing to spoil the view.

    As the radio continues with a weather forecast, Steed --


41      EXT.  STEED'S GARAGE - DAWN  

    Steed's car enters his garage -- Door closes as --


42      INT.  STEED'S FLAT - DAWN

    but the curtains are still drawn so the place is dark.

    A large bachelor's den.  Dark wood, leather armchairs ...

    Steed enters his library from a concealed door --
    Titles on wine and birdwatching.  He clicks the door, goes to his drinks cabinet. Pours
    a brandy.  Hears a noise ...

    Instantly on guard.  In his glass, sees a shadowy reflection move.  Steed peers 'round a
    corner.  Sees a silhouetted figure stand over his desk -- a burglar?
    Steed sneaks up behind -- raises his umbrella, and --

    Crack!  Brings the umbrella down -- on the suspect's head.  Who manages to dodge,
    swivel 'round, and --

    Bam!  Delivers an expert blow to Steed's stomach.  A rapid exchange of blows.  Steed
    recoils, about to jab the umbrella, when --

    His assailant about to deliver a kick to his crotch -- Steed covers the area -- bam! a
    spiked heel hits his bowler -- as the curtains are drawn back, light floods in -- they
    freeze.

    Steed knows his opponent:  a lethal blonde in red leather.

                 STEED
            Brenda -- ?


43      FROM ABOVE HIM

    a voice --

                 MOTHER (O.S.)
            Steed -- ?!


44      BACK TO SCENE

    Steed swivels 'round to face -- upside down -- a man hanging like a bat from the ceiling
    inches before him --

    Pommaded hair, fat, dandyish:  MOTHER, head of secret services; hands of extendable
    metal hooks.  And BRENDA, his beautiful leather-clad bodyguard.  Who smiles
    seductively.

                 STEED
            Mother. I thought you were burglars.

                 MOTHER
            Brenda and I thought we'd drop in.

    Mother suits action to the word, drops into his wheelchair.

                 BRENDA
            See how you're getting on ...

                 STEED
            Something in the wind?

    Mother wheels himself from the study.  Taps a barometer.  It whirls around.

                 MOTHER
            Weather's turning nasty.

                 STEED
            You didn't come to talk about the
            weather, surely.

                 MOTHER
            Oh yes I did. I want you to meet
            somebody.
                (off Steed's look)
            I expect you'll like her.

    Brenda coolly files her nails.  A flash of jealousy.

                 STEED
            'Her'?


45      INT.  EMMA'S FLAT (PRIMROSE HILL) - DAY

    A groovy penthouse (a Lichtenstein come to life?).  Bach PIANO MUSIC floats in the
    air.

    Hands gliding over keys, Emma Peel plays with virtuoso skill.  On the piano, a framed
    picture of her late husband.  And a photo of Emma between Peter and Valentine.

    A KNOCK.  Emma gets up, goes to the door.  The MUSIC KEEPS PLAYING, keys
    jumping up and down automatically, as --


46      AT DOOR

    Emma flicks open a large automated eye.  Peers thru.  Opens


47      IN CORRIDOR

    A MESSENGER (distinctive outfit) hands over a package tied in a bow.

                 MESSENGER
            Dr. Peel?

                 EMMA
            Thank you ...

    Emma shuts the door.  Unties the bow, opens up  Finds an embossed card:

                 EMMA
                (reads)
            'Please answer the Telephone.'

    Emma looks: The phone sits there.

    Just then ... RING-RING.  Emma goes over, picks up the phone.  A recorded message,
    an upper-class woman's voice:

                 WOMAN (V.O.)
                (filtered)
            Boodles Club, the Mall, 2:30 p.m.
            Mr. John Steed ... Boodles Club,
            the Mall, 2:30 p.m. Mr. John
            Steed ...

    BEEP.  The phone goes dead.  Emma opens up the case.  Unveils a brace of kippers.
    Puzzled, she holds up a fish.

                 EMMA
            Kippers ...?


48      EXT.  BOODLE-S CLUB (PALL MALL) - DAY

    Near the Mall, outside white stucco buildings, a Lotus Elan pulls up and parks as a car
    conveniently leaves, cutting off another angry CAR.  HONK!  A dash clock says 2:15.
    Out gets --

    -- Emma Peel, different attire.  She climbs steps.  On a brass plaque, "Boodles
    Gentlemen's Club."  She goes in, passing --

    -- an astonished uniformed commissionaire.


49      INT.  BOODLES' LOBBY - CONTINUOUS ACTION

    A PORTER approaches her, equally surprised.

                 PORTER
            May I help you, madam ...

                 EMMA
            Mr. John Steed, please.

                 PORTER
            I'm afraid that's impossible.

                 EMMA
            Impossible?

    The Porter points to a notice:  "No non-members.  No animals.  No women."

                 PORTER
            You are female?

                 EMMA
            As you see.

                 PORTER
            Then you can't come in.

                 EMMA
            I have an appointment.

                 PORTER
            No women. Not in Boodles. Not
            since 1922.

                 EMMA
            Really -- what happened in 1922?

    Bored, Emma breezes past, already inside the hall.  Old mahogany, portraits of dead
    politicians, leather chairs.  A male enclave.

    The Porter rushes up to restrain her.

    Hardly missing a step, Emma lays a gentle hand on his shoulder -- finds the nerve ends. 
    The Porter winces and --

                 EMMA
            Thank you so much. I can find Mr.
            Steed myself ...

    -- collapses on the ground in agony.  Emma ignores him.  Pushes thru double doors,
    upstairs, statues of naked bronze warriors frown down on her, into


50      INT.  BOODLES - TURKISH BATHS - DAY

    Thru a cloud of steam in an oriental room

    Steed sits naked save for a towel.  He hears a disturbance, thru the mist, sees --

    Emma before him.  Automatically, Steed dons his bowler and tips it in her direction.

                 STEED
            Doctor Peel, I presume?

                 EMMA
            And you must be Steed. Please
            don't get up.

    He doesn't.  HISSING STEAM between them as they study.

                 STEED
            I was about to throw in the towel.

                 EMMA
            I had a spot of bother at the door.

                 STEED
            I shouldn't wonder. Not a woman
            inside Boodles since --

                 EMMA
            1922. Why the kippers?

                 STEED
            Red herring would have been too
            obvious, don't you think?

                 EMMA
                (looks around)
            So what was all this -- some sort
            of test?

                 STEED
            Congratulations, you've penetrated a 
            bastion of male privilege. I guessed 
            you weren't a stickler for Tradition, 
            doctor.

                 EMMA
            Whereas you are.

                 STEED
            Dyed in the wool. But I can admire 
            someone who doesn't play by the 
            rules.

                 EMMA
            Rules are made to be broken.

                 STEED
            Not by me. Play by the rules,
            Doctor, or the game is nothing.

                 EMMA
            And just what is the game?

                 STEED
            I say, this is all terribly formal.  
            Must I go an calling you Dr. Peel?

                 EMMA
                (re:  the steamroom) 
            Under the circumstances, you may 
            call me Mrs. Peel.

                 STEED
            Much better.

                 EMMA
            And now that we've settled the matter 
            of honorifics, will you kindly explain 
            why you wished me to meet you?

                 STEED
            I didn't. Mother did.

                 EMMA
            Mother?

    Steed steps closer, smiling.

                 STEED
            I expect you'll like him.

    Off Emma's reaction --


51      EXT.  THAMES RIVER (NEAR WHITEHALL) - DAY

    CAR ROAR OVER.  Down the embankment Parliament and Big Ben in b.g., the sleek
    Jaguar zooms at 60mph.  Steed dodges traffic --

    Wearing racing goggles, windscreen down --

    Executes a nifty maneuver, swerves on a zebra crossing, scatters pedestrians,
    HONKING his HORN.  Beside him, Emma is cool as a cucumber.  Steed turns
    charmingly.

                 STEED
            Tea time -- four o'clock.  Mustn't
            be late.
                (beat)
            A word of warning. Don't take the
            macaroon. Mother's favorite.

    Steed swerves down a narrow alleyway, into a secret car park entrance by the
    riverbank.  He pulls up before a sign:

         RIVER THAMES WATER AUTHORITY
                    No Admittance

    At a control barrier Steed inserts a card.  Emma sees a light flash up: "Security -- Top
    Priority Clearance Only."  The barrier lifts.  She looks again at Steed, reappraising him
    as Big Ben approaches four.  The car disappears in darkness ...

52      LARGE WINDOW CURTAIN

    opens, revealing water!  We are beneath the Thames -- garbage and fish float past a
    window of reinforced glass.  An original Campbell's tomato soup can floats down as we
    WIDEN to reveal ...

53      INT. SECRET SERVICE HQ - UNDERWATER - DAY

    Mother in his wheelchair, pulling the curtain cord.

                 MOTHER
            That's better. I much prefer a
            womb with view, don't you, Mrs.
            Peel?

    A delicate CLOCK on the mantel CHIMES FOUR.

    Mother wheels himself forward and hooks onto the kettle.

                 MOTHER
            Shall I be mother?

    He pours, presiding like a fat spider at the center of a subterranean web, known as The
    Ministry: a vast bureaucracy in a labyrinth of tunnels.

    Catches Emma's wandering lock

                 MOTHER
            I expect you're wondering where
            you are.

    An atmosphere of a gentleman's club reigns in the subterranean bureau -- Emma takes
    her tea ...

                 EMMA
            Don't tell me: You're the shadow secret 
            service. You're so hushhush, even the 
            legit secret service knows nothing about 
            it. Am I right?

    Bodyguard Brenda, a glam leather Moneypenny, wheels a trolley brimming with fancies
    over to Emma and Steed.

                 MOTHER
            Close. We're so hush-hush, even
            we know nothing about it.
                (before Emma can
                make sense of this) 
            Now let's see, there's coconut cake, 
            date and walnut; I recommend the 
            rum baba ...

                 EMMA
            Hmmm ...

                 MOTHER
            Looks like rain, Steed...

                 STEED
            ... Showers followed by sunny periods.

                 EMMA
                (looks up from
                trolley)
            We're not here to talk about the
            weather, surely.

                 MOTHER
            Oh, yes we are.

                 BRENDA
                (to Emma, cunning)
            Macaroon?

    Emma hesitates; takes a cake.  About to take a bite, when --

    Mother switches off lights.  A screen drops, covering the water window as the mood
    changes from coziness to terror -- an ancient PROJECTOR RATTLES on ...

54      IN DARKNESS

    Emma watches on the wall, an official Ministry film of macabre death tableaux in the
    English countryside:

                 MOTHER
            We've had a series of bizarre weather reports.  
            We kept them hush-hush and sent agents into 
            the field for data. Case number one: 
            April 14, 3:35 P.M., Special Agent Simkins 
            investigating mysterious fires in corn circles.  
            A field outside the village of Little Snoring, 
            one of the hottest days of the year. Trapped 
            by a sudden blizzard. Found frozen to death 
            in a giant ice cube -- like a mammoth in 
            perma-frost.
                (the picture changes)
            Case two: Pilot Raymond Shaw, May 6, 11:28 A.M. 
            Took off from a deserted airstrip near Stoke Poges, 
            investigating bizarre atmospheric reports. A freak 
            rainstorm downed him. Knocked unconscious by a 
            flying fish, falling from 15,000 feet. Twenty-five 
            inches of rain in eight minutes, over an area the size 
            of a cricket pitch ...
                (the picture changes)
            ... Case three: June 2, 5:43 P.M. Defense Chief 
            Major Courtnay. Remains discovered in a turnip 
            field near Ashby de la Zouche. Our boffins 
            recorded a sudden blast of heat. Scorched earth, 
            temperature of 1000 degrees. Spontaneous 
            combustion. Not much of him left ...

    CLICK.  The lights go back on.  Emma notices - a new arrival
 
    a tall, striking OLDER WOMAN; dark glasses.

                 MOTHER
            My number two. Special assignments.  
            She's --

                 EMMA
            Let me guess -- 'Father'?

                 FATHER (OLDER WOMAN)
            All happy families here, Mrs. Peel.

    Father's dark glasses turn to Emma like a hawk.  Runs her fingers over Emma's face. 
    Gets the outline.  Emma realizes --

                 EMMA
            You're --

    Blind ... Father smiles.

                 FATHER
            God, you're quick.

                 MOTHER
            Have a look at these, Mrs. Peel --

    He passes 'round a box of evidence related to the screen events:  Steed investigates a
    pair of black shoes and bowler; Emma, a fish.  The shoes have agent Simkins' name
    in them ...

                 STEED
            Ah ... From Trubshaw's.  My
            shoemaker.

                 EMMA
                (unimpressed)
            A kipper. Or a red herring? What were 
            they investigating?

                 FATHER
            A series of bizarre shifts in local weather 
            patterns ...

                 STEED
            Global warming?

                 FATHER
            Jungle plants in the Arctic? A lush 
            English village transformed overnight 
            into African scrubland? Blizzards in summer?

                 EMMA
            How curious ...

                 MOTHER
            Something strange is happening. And 
            whoever knows about it doesn't want 
            us to find out.

                 FATHER
                (to Steed)
            Your mission is simple. Find out
            how and why these agents died.

                 EMMA
            I'm no spy -- where do I fit in?

                 MOTHER
            Your research into climate engineering was 
            state-of-the-art. Your experiments could 
            have revolutionized our knowledge of global 
            warming -- had they succeeded. We need 
            your expertise.

                 STEED
            Perhaps I'd better start calling you doctor 
            again, Mrs. Peel --

    Emma hesitates, unsure for the first time ...

                 EMMA
            I'm not sure I'm ready to return to work.  
            I've been out of action for some time. I'll 
            consider your proposal.

    She gets up, ready to go.

                 FATHER
            One moment, Mrs. Peel. There's another 
            special reason we wanted you to join our 
            happy family; rather curious, actually ...

    Mother hits the lights.  He flicks the video into slow-mo.  File thru image clarification,
    identikit sketches.

                 MOTHER
            Eye witness reports. Strangers in the area.  
            One description tallied in all three places.  
            Recognize her?

    Emma locks.  On the screen comes -- Emma Peel.  Steed reacts.

                 EMMA
            Me, isn't it?

    Emma stares at the screen: incredible.  Like a twin sister.

                 FATHER
            Think of it as special assignment, Mrs. Peel.  
            With a twist. You're our chief suspect.

                 EMMA
            You're saying I have no choice.

                 MOTHER
            Father will be your controller. Steed here 
            will show you the ropes.

                 EMMA
                (very arch)
            Ropes?


55      INT.  SECRET SERVICE HQ SHOOTING GALLERY

    A life-size target of a man with blank face, bowler hat and umbrella, flips up, and --

    BLAM! BLAM! BLAM! BLAM!  Is riddled with holes by

Emma, who works at reloading as


56      HIGH ABOVE IN ONE-WAY MIRRORED GALLERY

    looking on, Mother with Steed.

                 STEED
            Think she really killed those agents?

                 MOTHER
            She may not know. Theory goes she
            may be very ill.

                 STEED
            Amnesia?

                 MOTHER
            Possibly. Split personality ...

                 STEED
            Insane ... ?

                 MOTHER
            Who knows? If Dr. Darling is right, 
            you should watch out.

                 STEED
            Why?

                 MOTHER
            She may try to kill you.


57      IN SHOOTING GALLERY

    Emma swiftly turns, aims, and --

    BLAM! BLAM! BLAM! BLAM! BLAM! BLAM! FIRES with dead-eye precision. 
    All on target.  Steed reacts.  Ulp.

                 STEED
            Perhaps I ought to talk with Dr. 
            Darling.

58      INT.  SECRET SERVICE HQ PSY OPS ROOM

    A gallery of portraits of Emma Peel projected on the wall based on Warhol's Jackie
    (1964) -- Poignant, inscrutable, fascinating, iconic -- blown up, dissected, analyzed. 
    The swirling newspaper dots cover Mother and Steed like bubbles from a light show.

    As DR. DARLING, head of the Ministry's Psychological Operations (Psy Ops) -- a
    kind of spy version of Timothy Leary, briefs them. In his thick dark glasses and beard,
    Darling's obsessive interest in Emma adds a sinister air.

                 DR. DARLING
            One key point: Mrs. Peel is a widow:
            she's obsessively devoted to the memory 
            of her husband the scientist Peter Peel. 
            You may find her a little ... remote.

    Images of Peter Peel on the wall.  Of Emma with him.

                 DR. DARLING
            They were a team. Met at Cambridge. 
            Working on a top secret research mission 
            into weather conditions, code name The
            Prospero Project, when Peel died.

    Steed looks meaningfully at Mother.

                 MOTHER
            Something went wrong. System malfunction.  
            Explosion. Mrs. Peel had a narrow escape.  
            Suspected sabotage. Nothing proven. File 
            still open.

                 STEED
            How come you took so much interest
            in her, Dr. Darling?

                 DR. DARLING
            Her husband was one of ours.

                 STEED
                (eyes Peel's photo,
                then Mother)
            Peel? Did she know?

                 MOTHER
            Still doesn't. Better safe than sorry.  She 
            was in a dangerous game, Steed. High 
            stakes. She may prove to be a risk.  If 
            she is, there's only one solution.  Termination.

                 STEED
            Anyone particular in mind?

                 MOTHER
            You.

    OFF Steed's reaction.  CLASHING BLADES OVER ...


59      INT.  SECRET SERVICE FENCING SALON

    Steed and Emma (new outfit), cross swords.  Like everything else she does, Emma is a
    champion.  Steed is hard put.  Both fence attached to cables -- very high-tech 
    dueling ...

    Steed is in white; Emma (natch), in black ... yin and yang ...

                 STEED
            You're a lady of hidden talents,
            Mrs. Peel ...

    Tic-tac ...

                 EMMA
            I've no intention of hiding them ...

    Tic-tac ...

                 STEED
            Scientist ...
                (tic-tac)
            ... marksman ...
                (tic-tac)
            ... swordsman ...
                (tic-tac)
            ... To what do you attribute your 
            overachievements?

    Fast swordplay.  Tic-tac-tic-tac-tic.  Steed's good, too.

                 EMMA
            My father always wanted a boy.

                 STEED
            Really?  I fail to see the connection.

                 EMMA
            I had a feeling you would. Touche!

    She lunges; her foil tips right into the heart on Steed's chest.  BUZZ!  Steed removes
    his mask; holds her foil tip.

                 STEED
            I take your point.

    Emma takes off her mask.

                 EMMA
            Do you?

                 STEED
            Yes indeed. I need protection.


60      EXT.  SIGN - DAY

    "Trubshaw's of Jermyn Street, since 1756."  Steed's Jag parked in front -- of course
    there's a space.  Getting out

                 EMMA
            I thought we were on our way.

                 STEED
            Oh, absolutely, but Trubshaw's a man 
            worth meeting. No point setting out 
            half shod.

                 EMMA
                (dry)
            Or half cocked.

61      CLOSEUP - TRUBSHAW

    slips Steed's hand-made shoes an.  The "lasts" shapes of shoes beside him -- bear
    Steed's name.

                 STEED
            I couldn't agree more. Thank you, 
            Trubshaw.

                 TRUBSHAW
                (significantly)
            Very good, Mr. Steed.

    WIDEN to reveal:


62      INT.  TRUBSHAW'S GENTLEMEN'S SHOP - DAY

    A bull moose's antlers.  A horned rhino.  A Leopard.  A tiger.  Then next to them, in a
    wall of hunting trophies Emma paces impatiently beneath them.  Shop assistants attend
    in tails and wing-collars, very old school tie.  Steed emerges helped into a new flashy
    waistcoat ...

                 EMMA
                (gags at the waistcoat)
            Steed, we really must be --

                 STEED 
                (relishing his shoes)
            Ahh. Perfect fit. The luxury of a 
            hand-made shoe. As unique as a face 
            or a fingerprint. Or should I say DNA?


63      BEHIND DISPLAY

    Eyes watching Emma and Steed rise ...

                 EMMA
            You can but I wish you wouldn't ...

                 STEED
            Thank you, Trubshaw ...

    A youngish man -- in black polo neck, Beatle-cut mop, pauting lips, smart suit, druggy
    high-pitched giggle.  BAILEY, a cocky, cool psychopath.  He watches Steed and
    Emma leave ...

    ... and saunters after them ...  CAR ROAR OVER.


64      EXT.  LONDON STREETS - DAY

    as the Jag races through them, heading for the country.

                 EMMA (V.O.)
            That place is so absurd, so out of date ...

                 STEED (V.O.)
            Do you really think so?

    Another car follows them ... as they pass Buckingham Palace, now painted pink and
    guarded by female grenadiers ...

65      SIGN

    reading:  "Scotland" with an arrow, as Steed and Emma zoom past in the Jag ...

                 STEED (V.O.)
            Press that button, would you?
            Tea?

66      CLOSEUP - SPECIAL DASHBOARD COMPARTMENT

    opens, revealing a tea service: a samovar of tea, feeding into a pre-warmed pot,
    pouring into two china cups ...

    WIDEN to reveal:

67      INT.  JAG - DAY

    Emma, reacts, pours from the samovar ...

                 STEED
            Sorry. Didn't mean to interrupt
            your flow of oratory ...


    Steed's JAG BACKFIRES again as at the beginning ...

                 EMMA
            You know what I mean. This car
            -- and you. Nobody walks around
            like that. Milk?

                 STEED
            Not all Tradition is bad, Mrs.
            Peel. No thank you.

    She hands over a cup.

                 EMMA
            But why? What's the point?

                 STEED
            A Gentleman has to have a code.
            This is part of mine. A uniform.
            Think of it as my suit of shining
            armor.

                 EMMA
            And I suppose you're the knight.

                 STEED
            The most unpredictable piece on
            the board. And always ready to
            protect his queen.

                 EMMA
            That's predictable. When I find
            a queen in need of protection
            I'll let you know.

    Steed looks in the mirror.  Behind them, a car.  Tailing?

                 STEED
            I'm hoping you will.

    He puts his foot down.  Zoom ...


68      EXT.  COUNTRYSIDE - DAY

    Towards picturesque Scotland.  The JAG ROARS by - then the other car ...


69      INT.  JAG - DAY

    Emma consults a list, reads --

                 EMMA
            Sir August Merryweather ... why
            are we seeing him first?

                 STEED
            As per mother's instructions.

                 EMMA
            Do we always follow Mother's
            instructions?

                 STEED
            For a man in my position --

                 EMMA
            Just what is your position, if you don't 
            mind my asking.  How did a stuffed 
            shirt like you get into this line of work?

                 STEED
                (smiles)
            They call me in when they've reached a 
            dead end. Freelance. Like yourself.

                 EMMA
            I have no choice. Why should you
            risk your life?

                 STEED
            After our fencing match, I was rather 
            hoping you would do the risking.  
            More tea?

                 EMMA
            No thanks.

                 STEED
            I meant me.

    Emma takes in Steed's evasive answers.  Sighing, she pours.


70      EXT.  HIGHLANDS - DAY

    The Jag winds around Loch Ness, followed by the car.

                 STEED (V.O.)
            According to Mother, Sir August owns 
            half of the Highlands. A millionaire.  
            Former head of Special Projects at the 
            Ministry. Now ...

                 EMMA (V.O.)
            An eccentric recluse?


71      INT.  JAG - DAY

                 STEED
            Not so much eccentric. More barking 
            mad. He has a wife called June. And 
            a daughter somewhere -- Julie.

                 EMMA
            June, July ... August?

                 STEED
            The family does seem to be somewhat 
            meteorologically inclined.

                 EMMA
            Any other vices?

                 STEED
            All of a piece, really. A fanatical 
            weatherman. Chairman of BROLLY.
                (off her look)
            British Royal Organisation For
            Lasting Liquid Years. Thinks British 
            weather has been tampered with 
            by ... aliens.

    Emma takes this in.

                 EMMA
            So ... I distract him while you snoop 
            around? How?

                 STEED
            Small talk.  Try the weather.


72      EXT.  HUGE COUNTRY HOUSE - DAY

    Steed and Emma speed up to the huge open main gates

    Signs:  "Private: No Admittance."  Guards in hunting gear and plus fours, with loaded
    rifles.  They start up the drive ...

    Several peacocks on the lawn fan open their beautiful tails.

    One of them, a mechanical peacock whose thousand eyes CLICK with the WHIR of a
 CAMERA ...

    The other car pulls in behind. Inside, reveal Bailey watching them.


73      INT.  MANOR HOUSE CORRIDOR - DAY

    On a tartan carpet, a SCOTTIE BARKS furiously at a set of EXPIRING BAGPIPES
    on the floor.  PAN UP to reveal:

    A BUTLER leading Emma down the corridor --

    -- where she admires the eccentric fixtures, pausing to note a large teddy bear outfit
    with tartan trimmings instead of the usual suit of armor.

                 EMMA
            Original ...

                 BUTLER
            This way, miss ...

                 EMMA
            Missus ...

    He opens the double doors, admitting Emma into


74      INT.  A LARGE ROOM

    of semi-tropical climate.  Jungle plants, parakeets, snakes.  Walls lined with display
    cabinets and bell jars:  stuffed birds, butterflies, spiders.  A thermometer reads:

    100 degrees with high humidity. The Butler leaves.

    Emma fans herself.  Nobody in the roam.  But hears a sound of RAINFALL from a
    smoked glass conservatory.

                 EMMA
            Sir August ... ? Sir August ... ?

                 VOICE (O.S.)
            Eh? In here!

    Emma follows the SOUND, steps cautiously forward.

75      INT.  CONSERVATORY

    beneath a sprinkler system of torrential rain, an old man splashes in bizarre rubber togs.
    Emma stays cool.

                 EMMA
            I've come to apply for membership
            in Brolly --

                 SIR AUGUST
                (shouts above the tempest)
            You don't get rain like you used to in 
            England. A good shower that's the ticket.  
            Stiffens resolve, puckers the spirit, quells 
            the namby-pamby in a man.

    SIR AUGUST steps out of the shower and wind machine.  A belted rubber macintosh,
    flippers, goggles.  He starts to disrobe, the NOISE DIES DOWN --

                 EMMA
            I so agree. How did you acquire a 
            taste for it?

                 SIR AUGUST
            Out in India. So character-forming for the 
            British. Not the heat. Good Lord, no. The 
            rain, dash it. A good monsoon. Fifteen 
            inches overnight. A whole week of lovely 
            rain. I remember one summer in Jaipur ...

    Sir August removes his goggles, recognizes her.

                 SIR AUGUST
            You

                 EMMA
            Have we met?

                 SIR AUGUST
            You mean you don't recall??

    Before Emma can reply, the door opens...

                 SIR AUGUST
            Ah, Lady June ...

    Emma's attention switches to LADY JUNE, a buxom lady in a sou'wester and galoshes,
    who wheels in a tray of scones.

                 LADY JUNE
            Dear August.  Loves his showers.
            Like a baby.
                (beat)
            Scones, Mrs. Peel?

                 EMMA
            Thank you, Lady -- June ...

    Emma sees Sir August gazing wistfully out of the window, which is rapidly 
    darkening ...

                 SIR AUGUST
            Ah, beautiful. Just as he promised.

                 EMMA
            Promised? Who promised?

                 SIR AUGUST
            There, look!

    Emma looks, sees rain start to pitter-patter on the windows.  Emma exchanges looks
    with June as the rain starts pouring.

                 SIR AUGUST
            Imagine being caught out in a blow 
            like that!

76      EXT.  MOORLAND - DAY

    THUNDER and lightning -- Steed is caught out in it; puts up his umbrella; wanders
    over the brow of a hill, past a big sign:  "No Trespassers."  Rains more.  And more.
    Turns to a tempest, as --

                 STEED
            I say, this is a bit much.

    Lashed by rain ' Steed carries on to the brow of the hill.  He looks over, peers through
    the mist at --

    A deep purple cloud.  Mushrooming towards him.

    Steed can't escape it.  It envelops him.  Starts to blink.  Cough.  Footsteps less sure. 
    Surrounded by thick purple haze

    Steed stumbles and falls

    Down a hill.  Tumbles to the bottom.  He knocks his head on a rock.  Steed blinks,
    shakes his head.  Eyes refocus.  He sees


77      UNDULATING SAND DUNES

    Sun shining down on yellow sand, a barren vista.  Dead trees.  Suddenly Steed's in the
    Sahara.  A heat haze shimmers.

    Steed blinks, thinks he's dreaming when he sees ...


78      IN DISTANCE - RED PHONE BOX

    Steed heads towards it.  The PHONE BOX seems further away.  Like an optical
    illusion.  Then hears RINGING.

    Steed still bowler-hatted.  Overcoat.  Perspiring.  Takes off bowler, wipes brow. 
    Adjusts rose in buttonhole.  It wilts.

    He arrives at the phone box. Opens the door.  Steed picks up the RINGING PHONE,
    listens to --

    A SCRATCHY ORCHESTRAL RECORDING of "The Merry Widow."

                 STEED
            'The Merry Widow'...?

    Over the MUSIC, a strange --

                 VOICE (V.O.)
                (filtered)
            ... Hello ... Hello? ... Who the
            hell...? Who is this? ... You must
            leave the test area. I repeat,
            leave the area ... Help is on the
            way ...

    CLICK.  The line goes dead.  Steed is baffled.  Steps out, sees --


79      ON HORIZON

    a shimmering heat haze.  A figure on a camel moving towards them.  Steed watches
    amazed, as the camel pads closer ...

    The mirage arrives. The rider dismounts. A woman in yashmak and veils. She draws
    closer. Drops the veils to reveal --

    Emma Peel.  In her black leather catsuit.

                 .STEED
            Mrs. Peel. Good of you to drop by. 
            And I see you're wearing your - 
            riding outfit?

    Emma moves closer.  Steed smiles at her.  Emma closer and -- chop! -- gives a kung-fu
    jab to the throat, a kick to the balls, a jab to the stomach.  As Steed lies on the 
    ground --

                 STEED
            Manners, Mrs. Peel.

    Emma takes out a .38 GUN, points at his heart, FIRES -- 

 BLAM!  BLAM!  BLAM!  BLAM!  FOUR SHOTS --


80      EMMA'S POV

    -- The bullets strike his chest.  Round his heart.  Steed slumps back on the sands.  Eyes
    close ...


81      EMMA

    moves over him. Drops a small toy snowshaker into his curled fingers. Blows a good
    bye kiss.


82      STEED'S POV  82

    The sun.  Clouds roll by.  The camel peers down at him.

                                 
     FADE TO BLACK.

    Sound of CLACKING ...

 FADE IN:

83      INT.  SECRET SERVICE HOSPITAL - DAY

    A hospital ward.  Empty apart from one bed.  A nurse (Brenda in her red leather), her
    spiked heels clacking on the floor, brings over a cup of tea to

    Steed in a hospital bed.  Who wakes, surprised to see Emma.  Peering over him.  Very
    nonchalant.  Eating his grapes.

                 STEED
            Ah, Brenda ...
                (as she leaves)
            Mrs. Peel?

                 EMMA
            You should be dead.  How do you
            feel?

                 STEED
                (eyes her)
            Strange.

                 EMMA
            You were very lucky.  Four shots to 
            the heart. I found you after I slipped 
            away from Sir August. Mother brought 
            you here. Not me you should thank.

                 STEED
            I wasn't about to.

                 EMMA
            I mean your man Trubshaw.  Your
            bullet-proof waistcoat.  I thought 
            you were just overdressed.

                 STEED
            I might say the same.

84      FROM GALLERY

    Mother with Dr. Darling taking notes.  Emma looks up at them.  Drops to a whisper. 
    But they both are wearing headphones.

                 EMMA
            Mother and Dr. Darling have me 
            under observation. They think I 
            tried to kill you.

                 STEED
            Why should they think that?

                 EMMA
            You told them. You said I arrived 
            on a camel, shot you four times. 
            Left you for dead.

                 STEED
            Frankly that's how I remember it.

                 EMMA
            But that's absurd. I may not be 
            over-fond of you, Steed, but it's 
            not my style.

                 STEED
            Perhaps your memory plays tricks,
            Mrs. Peel.

                 EMMA
                (conceding)
            That's possible. Sir August was convinced 
            he'd met me before. But I'd never met him.  
            Another odd thing. When it rained, he said 
            it was just as someone had promised.

                 STEED
            Did he say who?

                 EMMA
            No. But he must know. Incidentally, 
            my double left you with this.

    Emma shows Steed the toy snow scene.  A winter wonderland snow scene.  He looks
    puzzlingly at it.  On its underneath. "The Wonderland Corporation," followed by --

                 STEED
            An invitation. To a 'formal picnic'...?

                 EMMA
            Did you say formal? I must dress.


85      EXT.  LONDON STREET - NIGHT

    The sporty Jag pulls up outside a tall, swanky building.  Steed gets out, opens her door.
    Irritated, Emma steps out of the car, clad in her leather suit --


86      CLOSEUP OF HER HEEL

    hitting the street.   PAN UP TO Steed, admiring --

                 STEED
            I must say, you look more your
            old self --

                 EMMA
            You mean my other self ...

                 STEED
            Either way ... may I ask: why
            you dress in that fashion?

                 EMMA
            I should have thought that was
            obvious ...
                (off his smirk)
            I'm in mourning.

    She moves off.  Stay on his poker face.

                 STEED
            I can't wait to see afternoon.

    He joins her; they survey the building.

                 EMMA
            Where's the picnic?

    They look up to --


87      INT.  CONFERENCE ROOM - NIGHT

    A boardroom suite, overlooking London.  Lights twinkling --

    Around a conference table.  Twelve TEDDY BEARS.  Each six feet tall.  Ridiculous
    and sinister.  In pink, turquoise, brown, black, white, green.  Furry, giant paws and
    ears, swivel eyes.  One teddy sports a familiar tartan ...

    On the table, children's party food: jellies, hundreds and thousands, birthday cakes. 
    And wrapped presents before each.

    Each bear has a name-badge: Bobby, Bobo, Bruno, Bibi, Betty, Binky etc. pinned to
    their fur.  A children's tune, "THE TEDDY BEAR'S PICNIC," plays.  Followed by -
    a gavel rapping order.

    A distinctively chilling voice, eerily familiar and seductive, which ECHOES through our
    story --

                 VOICE (V.O.)
                (filtered)
            Ladies, gentlemen and bears ...

    The teddy bears look round.  Can't hear who's talking.

                 VOICE (V.O.)
                (filtered)
            Today is history. The first day of the future. 
            I welcome you to the first general meeting 
            of the Wonderland Corporation, now allied 
            with our colleagues from Brolly ...

    Murmurs of congratulations amongst the bears ...

                 VOICE (V.O.)
                (filtered)
            You have all given time, money and expertise 
            to achieve our goal. But we are reaching a 
            new phase of our operation. From today, 
            many of you will no longer be needed. I have 
            to warn you ...

    Dismay from the teddy bears.  As a CUCKOO CLOCK RINGS OUT,

                 VOICE (V.O.)
                (filtered)
            A cuckoo.  The first sign of spring, and ... 
            A cuckoo in our nest. Our organization is 
            no longer secret. Agents are investigating 
            us. Their names are John Steed and Emma 
            Peel. I believe we have a traitor among us 
            ... perhaps more than one ...

    Uproar from the teddy bears.  Shouts of "Who?" (*PS: One of the Teddys is a giant
    rabbit who seems especially alarmed).

                 VOICE (V.O.)
                (filtered)
            That remains to be seen. When we find 
            the traitors, they will be dealt with severely.

                    TEDDY BEAR #l
            These agents.  Where are they?

                 VOICE (V.O.)
                (filtered)
            Here. In this building. By our estimate, they 
            will enter this room in thirty-five point five 
            seconds precisely ...

    Panic.  The bears scramble to go, bumping into each other.

                 VOICE (V.O.)
                (filtered)
            I am sorry the party is over.  But we 
            shall meet again.
            To each of you a gift. A token of
            my appreciation.

    In front of the teddy bears, each one receives a present wrapped up in paper with a pink
    and silver bow.

    The tartan teddy opens his up:  A snow scene.  Anxious moans.


88      INT.  BUILDING - NIGHT

    UP and inside fire staircase, Emma and Steed run up -- Open the door to the
    conference room.  The CUCKOO RINGS on their entry.  To FIND an empty room.
    Only the party detritus plus little teddy bears sitting where formerly the big ones sat; the
    teddy bear picnic MUSIC PLAYING again OVER ...

    One snow shaker left.  Steed picks it up:  Inside it:


89      TINY EMMA PEEL

    in black leather.

                 STEED (O.S.)
            For you, Mrs. Peel.


90      BACK TO SCENE

    Emma stares at it.  Turns it over:  an address.

                 EMMA
            Another invitation. 38 Marlborough
            Terrace ...


91      INT.  EMBASSY (BELGRAVIA) - NIGHT

    Inside number 38, a deserted Eastern bloc embassy.  A dilapidated hammer and sickle
    tapestry in tatters.  Old spy techno-junk lies discarded in elegant living rooms.

    Steed and Emma open the door, rush inside.

    They search for clues.  A cigar left in an ashtray.  Steed picks it up with distaste. 
Then   moves over to the wine rack, picks up a vintage bottle of champagne --

                 STEED
                (admiringly)
            Hm ... A Veuve-Cliquot '56 ...
                (then puzzled)
            But he bites the end of his
            Monte Cristos ... ?
                (frowning)
            Clearly, we're dealing with a
            maniac.

    Meanwhile, Emma goes into the --


92      NEXT ROOM - EMMA'S POV

    where she sees a blob of BUBBLING GUNK, like radioactive chewing gum.  A few
    pieces of charred clothing tell us this was once a man in a teddy bear outfit.


93      BACK TO SCENE

    Steed enters behind her, examines the gunk.

                 STEED
            Colonel Crabtree. International
            Satellite Systems. Formerly of
            the Ministry.

                 EMMA
            How on earth can you tell?

    Steed holds up the inside of a battered shoe:  the name.

                 STEED
            Elementary, Mrs. Peel. Trubshaw
            isn't the only shoemaker still
            practicing his trade ...

                 EMMA
            Very good, Steed ...

 A MEWLING SOUND.

                 EMMA
            What's that?

    Leaving Steed to ponder the remains, Emma goes into


94      ANOTHER ROOM

    Dark.  Switches on the light.  And gasps.


95      STEED

    looks up as Emma emerges with - 

    A Leopard cub.  Steed raises his brolly.

                 STEED
            What on earth?

                 EMMA
            Any ideas?

                 STEED
            Well, he was a fellow of the Royal
            Zoological Society ...

                 EMMA
            Is that written in his shoe?

                 STEED
                (smug)
            Common knowledge, Mrs. Peel ...

                 EMMA
                (shrugs)
            She had this in her mouth. There,
            there...

    Cooing to the cub, Emma tosses to Steed -- another snowshaker.  Inside -- another
    address:  84 Cadogan Place.

                 STEED
            Not again.  There's got to be
            another. way to go about this.


96      EXT.  CADOGAN PLACE APARTMENT BUILDING (KNIGHTSBRIDGE) -
 NIGHT

    Down a sheer wall Emma Peel abseils with rope and crampons.  Before gliding through
    an open French window --


97      INT.  KNIGHTSBRIDGE FLAT - NIGHT

    Emma investigates.  Nobody there.  She looks 'round.  Military memorabilia.  Busts of
    Napoleon and Charlemagne.  Looks inside drawers.  Desks.  Meanwhile --


98      INT.  STEED'S JAG - NIGHT

    Steed feeds a carton of milk to the leopard, who is a handful ... licking, pawing him ...

                 STEED
            Now, now ...
                (sings)
            'I can't give you anything but
            love, baby...'


99      INT.  KNIGHTSBRIDGE FLAT - NIGHT 

    Emma searching ...


100     OUTSIDE FLAT DOOR    100

        a key in lock.  Door opens.  Silence.


101     INSIDE - EMMA

    finds a snowshaker.  About to look underneath.  Hears a NOISE.  Looks up, in front of
    her in the mirror, sees -A giant teddy behind her.  Ready to strike --

    Emma swivels 'round,  a fluid balletic motion, and --

    Bam!  A kick to the teddy's stomach.  Then off balance, Emma hurls him over her
    shoulder, darts in to pin the teddy to the ground as --

    The teddy grabs Emma's legs, flings her off balance.  She falls.  Teddy grabs a military
    sabre from the wall, and Woosh!  Slices through air at Emma's head.  She ducks.  The
    sabre skims her hair.  Emma grabs another sabre; the fight is on!

    Emma counterattacks.  Slashes with the sabre and the teddy's head goes flying off! 
    Jesus.  The torso stands unsteadily.

    Emma's eyes widen as:

    A man's head emerges from the teddy torso.

    Emma's so surprised, he can slug her ...

    Emma's out.

102     INT.  STEED'S JAG - NIGHT

    so is Steed and the Leopard -- both asleep.  A little milk dribbles down Steed's chin ...


103     INT.  KNIGHTSBRIDGE FLAT - NIGHT

    The man goes to the other room.  Starts to take off the rest of his teddy costume. 
    Throws clothes into a suitcase.

    The PHONE.  Terrified, the Man picks it up ... The voice ...

                 VOICE (V.O.)
                (filtered)
            Naughty teddy ...

                 MAN
            No! You can't ...

                 VOICE (V.O.)
                (filtered)
            Ask not for whom the telephone
            rings, it rings for thee ...

                 MAN
            But I've got rid of her.  She's ...

                 VOICE (V.O.)
                (filtered)
            Go to the window ... To the window.

    Teddy moves to the open window.  Sudden PAIN.  LIGHTNING.

    Teddy looks up in terror as a purple cloud releases another BOLT.  Direct hit.  The
    teddy slumps to the ground.  Soggy, waterlogged, very dead.  Kinda like the
    other guy ...


104     IN OTHER ROOM

    Meanwhile Emma wakes up. Turns the corner.  Towards the other room, sees dead
    Teddy.  Reads the label on his suitcase ...

                 EMMA
            Major D'Arcy ... ?


105     OVER HER SHOULDER

    from the window behind her like a spider on glass appears another "Emma" --

    -- let's call her Bad Emma -- coming straight for Emma.  She makes a NOISE.  Emma
    turns just in time to see.

                 EMMA
            Well, well. If it isn't me ...

    Emma starts towards her double, who hesitates, then turns, leaping out the window ...
    she wears the same black catsuit.

    The real Emma rushes, follows her "double"

    Clambers outside to rappel up the line to


106     EXT. ROOFTOPS - NIGHT

    Emma looks.  Beneath a starlit sky criss-crossed by wires, a rooftop maze of buildings,
    flanked by giant gargoyles -- goblins, lions, griffins -- over twinkling lights ...

    Emma searches the roof -- no sign, only shadows.  Then turns a corner to see --

    Above the city, fairy lights on the rooftops of Harrods, lit by a million bulbs ... giant
    neon signs ...

    Several floors below, Emma sees the streets.  A twinge of vertigo.  Then she looks up,
    hears a NOISE -- From:


107     BEHIND GARGOYLE

    she sees her "double" run.  Emma gives chase.

    Hot pursuit.  Over rooftops.  'Round wires.  PAST neon signs high over the city ...

    Emma follows.  Gains on the "double," who --

    Pushes faster.  Gliding between rooftop buildings.  Dodging, weaving.  But Emma
    gains more.  Sleek limbs, muscular, perfect body machine, until --


108     EMMA'S POV

    as she sees her "double" leap over a yawning chasm.  And stumble on the other side for
    a footing.


109     BACK TO SCENE

    as Emma's adrenaline surges.  She cannot stop, she --

    Jumps!  Hangs in the air.  Limbs pushing out for the edge.  And only just, she lands
    perfectly, gaining, closing, until --


110     ON NEXT ROOFTOP

    Emma gains up close.  A final burst of acceleration.  Then without warning, her
    "double" --

    Turns, Emma catches up, and --

    Wham!  Wham!  A kick -- a chop to Emma's body - double scissorkick -- Emma reacts
    swiftly, surges into overdrive --

    In a lightning-fast kung fu duel -- CRACK OF BONE -- CRUNCH OF BLOWS -- a
    flurry of kicks as Emma --

    Lands on her back.  The "double" attacks.  Emma retaliates --

    Kicks up her leg -- flings the "double" over her head she lands awkwardly -- a
    METALLIC CRUNCH in a blow to her head -- but picks herself up without pausing

    And vanishes into the rooftop maze.


111     AGAINST SKYLINE

    Emma stands.  Looks.   She's lost her "double."  She stands alone, silhouetted against
    the night sky.

    Caught in the moonlight.  Above sparks of neon.  Daunting, muscular, poised for
    action, as --

    Ears listening to distant noises.  SWOOSHING TRAFFIC.  FLUTTER of BIRD
    WING.  HUM of WIND through wires.  Then an AUDIBLE SNAP --

112     EMMA'S POV - HIGH ANGLE

    above her a SPAM as a STEEL CABLE WIRE of an aerial is snapped.  Slowly wound 
    tightly 'round, bent back, coiled, ready to spring --

113     BACK TO SCENE - EMMA

    looks 'round.  Sees nothing, hears the sound of the WHIPLASH coming seconds 
    before --

    Through the air --


114     EMMA'S POV

    a flashing line like a bolt of lightning, but cannot move quickly enough as --


115     BACK TO SCENE

    as a cable wire whips across, coils 'round Emma, lashing her tight, crushing air from
    her, as the wire --

    Sweeps Emma off her feet, whiplashes her back like a spring, hoists her and dangles her
    over the city.  She looks down.

    A long way.

    Emma grabs hold of the wire, which pulls her back.  She drops down to the rooftop ...

    Slithers down the roof.  Slips --


116     OVER LEDGE

    Emma hangs on with fingertips.

    Overlooking city with 100-foot neon sign above her:


117     ADVERTISEMENT

    for "Wonderland Weather" with: a repeated loop of a 100-foot high bikini-clad
    "Emma" throwing head back in holiday fun -- Sign: "COMING SOON -- THE
 NATURAL BEAUTY OF WONDERLAND WEATHER."


118     BACK TO SCENE

    Emma hangs on, looks up, stares at "herself."  The surreal repetition of the loop. 
    Overlooking the whole city.

    Dizzy, Emma threatens to pass out.  Just when from --


119     ABOVE HER

    an unseen hand from Bad Emma winds down --

    Another CABLE for her to hold.  It uncoils down past the windows, telltale SPARKS
    flare up as it hits metal --

    Emma tries to grab for it.  Misses, then grabs hold, and -- a LIVE CABLE -- a
    thousand VOLTS surge through her body --

    -- A shock, Emma plummets DOWN TO --


120     STRIPED AWNING

    on a lower ledge.  She hangs precariously.  Catching her breath.  About to redouble her
    efforts.  When beside her from a --


121     BALCONY WINDOW

    an umbrella extended.  Steed reaches out, reels Emma in.  They are back in Teddy's 
    flat ... Emma collapses in Steed's arms.  He helps her up -- hands her a phone.

                 STEED
            For you, Mrs. Peel.

                 EMMA
            Thanks ...
                (dry)
            I see what you mean about letting
            me do the risking ... Hello?

    It's Sir August.

                 SIR AUGUST (V.O.)
                (filtered)
            Mrs. Peel ... Come quickly.
            Brolly's been betrayed! I'll tell
            you everything ... The weather's
            getting worse and worse ... they're
            after me ... coming for me ... come
            quickly!

 CLICK.

                 EMMA
            Sir August...?
                (to Steed)
            What now?

                 STEED
            Ask Mother.

    Sound OVER:  RING-RING.

122     INT.  MANOR HOUSE (SCOTLAND) - DAY

    Sir August gripped with terror, stares at the PHONE.  The scotty DOG BARKS.
    Finally, Sir August answers.

                 SIR AUGUST
            Mrs. Peel -- ?

                 VOICE (V.O.)
                (filtered)
            Ask not for whom the telephone
            rings ...

                 SIR AUGUST
            No, please! I beg you ...

                 VOICE (V.O.)
                (filtered)
            Walk over to the window ...

                 SIR AUGUST
            Let it be rain, please let it be --

                 VOICE (V.O.)
                (filtered)
            Stay by the window. By the window.

    Mesmerized, Sir August goes to the window. Looks -- Lady June arrives, too late.


123     OUTSIDE

    a purple cloud of cyclone-force rages towards him.  A luminous glow.  Then a
    LIGHTNING STRIKE. And --

    BOOM!  An EXPLOSION BLASTS the WINDOWS.  A WIND rushes
    in ...

                 FATHER (V.O.)
            Emergency alert ...


124     EXT.  WHITEHALL STREETS - DAY

    PAST obscure imperial statues a tiny micro Messerschmidt bubble car tootles down
    deserted streets.

                 FATHER (V.O.)
            A cyclone hit Banffshire last night.
            Completely unpredicted ...


125     INSIDE CAR

                 EMMA
            Where's Mother?

                 FATHER
            Mobile HQ. In a blue funk.  Can't 
            take chances. I'm looking after 
            things while he's hiding out ...

    Father drives like a maniac.  She senses their unease.

                 FATHER
            You're probably wondering how I 
            can drive 'blind.' Simple. A new 
            prototype from the boys in X division.  
            Micro-sensors in the system read 
            signals and road information. Converts 
            the info into miles per hour. 
            Ultra-sensitive.  Ultra-smart.

    Father jumps a red light.  CARS SCREECH together in a huge pile-up.  Not that smart. 
    Steed holds onto his hat.

                 STEED
            We know one thing. That suspect
            was not Mrs. Peel.

                 FATHER
            So you say ... 

                 EMMA
            You don't believe him?

                 FATHER
            It's Mother you have to convince.
            He's very agitated.  Wait here.

    Father SCREECHES to a halt on Holland Park Avenue

    Steed and Emma get out.  Father takes off ...

                 EMMA
            But

                 STEED
            Don't bother.  Here's a bus ...

    A red London number 22 bus drives up.  As it arrives, in a conductor's cap is -- the
    bodyguard, Brenda.

                 BRENDA
            Fares, please,


126     INT.  BUS - DAY

    Steed and Emma board the bus.  Destination:  Not In Service.  They pay Brenda, the
    conductor.  Go upstairs.


127     UPSTAIRS

    is Mother's temporary mobile HQ.  He squats in a corner.  Metal hooks on electronic
    panels.  Now paranoid.  Suspicious.  All the upper windows have been blacked out.

                 MOTHER
            Welcome to mobile H.Q. Weather's 
            turning quite nasty. Sir August was 
            blown to smithereens. Along with 
            half of Banffshire.  The Ministry's 
            worried.

                 EMMA
            He tried to warn us ...

                 STEED
            We had a lead to Wonderland
            Weather but we got there too late.
            Someone tipped them off ...

                 MOTHER
            Too late anyway. Today's escapade 
            was only for starters. This is no 
            ordinary weather. It's manmade. A 
            kind of weather bomb.

                 STEED
            Impossible.

                 EMMA
            Not quite. This is my field.

                 STEED
            Is there anything that isn't?

                 EMMA
                (ignores)
            The Prospero Project was started by 
            my husband. It was an early attempt 
            to solve the problems of global warming.  
            In theory, climate engineering is entirely 
            feasible. We thought of injecting a 
            chemical cocktail into the atmosphere 
            by laser and satellite. A 'quick fix'...

                 STEED
            Filling in mother nature's blind
            spots ... ?

                 EMMA
            Exactly. There'd been earlier attempts 
            to pump carbon dioxide into deep sea.  
            Propane gas mostly. In small quantities 
            it captures chlorine. Protects the ozone 
            layer. But it proved impractical. 
            Too bulky ...

                 STEED
            But if someone miniaturized the
            process...

                 EMMA
            That's what we were working on.

                 STEED
            Sounds as if someone's hijacked
            your research.

                 MOTHER
            Would it be possible to use it for
            military purposes?

                 EMMA
            Directed by laser. Bounced by
            satellite. Quite possible.

                 STEED
            Where would they aim for?

    Mother thinks, gets out of his wheelchair; takes a turn about the bus, sits down again. 
    No one pays any attention.

                 MOTHER
            London. The World Council of Ministers 
            meets soon on global defence. If you can 
            control the weather, you control the world.

                 EMMA
            After the cold war ...

                 STEED
            The hot and cold war ...

    Sign "Grand Opening Soon."  WIDEN to reveal ...


128     EXT.  WONDERLAND WEATHER OFFICES - DAY

    Steed looks around, picks the lock ... hi-tech style ...


129     INT.  WONDERLAND WEATHER OFFICES - DAY

    A kind of space-age travel agency.  Steed enters.

    At the reception desk, the receptionist has her back turned.  Steed sneaks in, moves
    behind a screen, overhears --

    A man -- Bailey -- giving orders to the receptionist

                 BAILEY
            New orders. The penultimate phase. 
            Now fully operational ...

    Steed moves away from them, pushes a set of double doors open, arrives inside --


130     INT.  WONDERLAND OFFICE - DISPLAY - DAY

    A long corridor surrounded by a presentation of --

    Virtual reality weather:  clouds, sunny vistas, lush meadows, desert.  And slogans: 
    "Be natural.  Act natural.  Think natural.  The natural beauty of Wonderland Weather."

    Steed reacts; the model is the same as Emma on the big neon sign near Harrods ...

    Steed finds a desk.  Inspects papers.  Sees a postcard of a large stately home.  He
    pockets it.  Then looks 'round to see --

    Bailey before him.  We recognize him as the young dandy trailing Steed.  Neither gives
    away the other.

                 BAILEY
            We're not yet open for business,
            I'm afraid.

                 STEED
            Shame. I was recommended. By a
            friend.

                 BAILEY
            Really?

                 STEED
            Sir August Merryweather? I was
            looking for something relaxing.
            Say, a Tuscan hillside in June?

                 BAILEY
            Normally, we'd be eager to
            oblige --

                 STEED
            Seriously?  

                 BAILEY
            Of course. Natural weather delivered
            to your door on demand. Down your
            phoneline. For limited periods.

                 STEED
            You don't say. How real does it feel?

                 BAILEY
            As real as you wish. Hot or cold.
            Humid or dry. Anything you like.
            Within reason.

                 STEED
            There are limits?

                 BAILEY
            The technology is brand new. Soon 
            it will be more powerful. We 
            anticipate a huge demand. Leave us 
            your number. We'll be in touch.

                 STEED
            No need. I'll call again.

    Steed raises his bowler.  Bailey watches him go.


131     EXT.  WONDERLAND OFFICES - STREET - DAY

    Steed emerges, stares at his postcard -- the stately home and:  
    "Headquarters, Wonderland Weather, Ltd." as --

                 EMMA (V.O.)
            My car. I'll drive.


132     EXT.  COUNTRY ROADS - DAY

    Emma's LOTUS ELAN WHIZZES BY...

                 STEED (V.O.)
            A day in the country ...


133     INT.  LOTUS - DAY

                 EMMA
            Three agents killed by bad weather...

                 STEED
            ... And by you, Mrs. Peel ...

                 EMMA
                (ignores)
            Then a mad millionaire. Head of a secret 
            defense establishment. A group of 
            eccentrics obsessed by weather ...

                 STEED
            ... And by you, Mrs. Peel. Everything 
            points to you.  No sisters?  No 
            undiscovered twin?

                 EMMA
            Not that I know of.  Explanation?

                 STEED
            According to Dr. Darling, you're a 
            psychopathic personality with 
            schizophrenic delusions, suffering from 
            recurring amnesia based on traumatic 
            repression, leading to outbursts of 
            anti-social and violent behavior.  Q.E.D.

    Steed lets it sink in.  Emma looks a little hurt.

                 EMMA
            Is that what you think?

                 STEED
            Oh, well ...
                (beat)
            Just my type, Mrs. Peel.


134     EXT.  COUNTRY LANES - SEVERAL ANGLES - DAY

    The Lotus races 'round blind corners.  Hairpin bends.  Across a train at a level crossing,
    which just misses them --


135     INT. LOTUS - DAY

    Emma sees Steed hold on for dear life. She smirks --

                 STEED
            Do you always drive this fast?

                 EMMA
            Have I trespassed on a male
            prerogative?
                (before his reply)
            We're being followed. I saw him
            at Trubshaw's ...

    Steed looks into the mirror, sees a car behind them.  Pulling up, trying to catch up.
    Emma glances in the mirror, and --

                 EMMA
            Hold on ...

    Puts foot down.  ZOOM.  Extra ACCELERATION.  Steed's head pinned back to his
    seat.  Emma's hair tossed in the wind.


136     EXT.  COUNTRY LANES - DAY

    The Lotus twisting and turning.  The car behind always catches up.  Emma tries to
    shake it.  Gears up.  Mach force.  Over crossroads.  Shaking 'round corners, as ...


137     BEND

    before Emma pushes foot down.  Further ACCELERATION.  The car behind struggles
    to keep up.  Emma coasts ahead, turns a corner --

    And suddenly sees in front of her --


138     HUGE TRUCK

    crossing directly in their path!

                 STEED
            Turn!


139     EMMA

    swerves, plunging the car into a haystack, where it is completely hidden as --


140     TRUCK

    clears in time for the following car, which keeps going.


141     ON HAYSTACK

    as Steed emerges, brushing off straw.  An old lady on a bicycle with a basket appears ...

                 OLD LADY
            Are you alright, young man?

                 STEED
            I think so, thank you so much ...

    A SQUEAL of TIRES as -

    The following car swerves back, stops and Bailey emerges, gun drawn as Steed and the
    Old Lady react ...

                 BAILEY
                (relishing)
            Reach for the sky, pardner.

    Steed raises his hands.

                 OLD LADY
            Oh, dear --

    To Steed's surprise, she pulls an Uzi from her basket and

    BANGBANGBANGBANG -- !  SPRAYS BULLETS into Bailey, who crumples, gun
    spinning along the tarmac.  Cute and sweetlooking, the Old Lady is unfazed.

                 OLD LADY
            Cocky little bastard. I hope he
            was a baddy.

                 STEED
            I feel sure of it.

                 OLD LADY
            I'm Alice. Mother said you'd be
            on your way. Mrs. Peel with you?

                 STEED
                (looks around)
            She was ...

    They start pulling away hay from the haystack ...

                 OLD LADY
            You with Mother or Father?

                 STEED
            Both, actually.

                 OLD LADY
            Good. Glad to see they're together at last.  
            They don't get along. Promotion. Top job.  
            Most unfair. Quite a fuss at the Ministry.

                 STEED
                (not paying attention)
            You don't say.
                (mumbles)
            Like looking for a needle in a ...


142     INSIDE HAYSTACK

    Coughing.  Then Emma, sputtering straw as Steed's face appears.  He tries to conceal
    his relief at seeing her.

                 STEED
            What, Lady Disdain? Are you yet
            breathing?

                 EMMA
            Barely.

                 STEED
            You will let me know if you find
            that queen who's in need of
            protection, won't you?

    He pulls her out.  She's annoyed.

143     OUTSIDE HAYSTACK

    Emma brushes herself off; pulls off a piece of straw.

                 EMMA
                (holding it ruefully)
            This must be the last straw.

                 STEED
                (takes one off
                her back)
            Here's the one that broke the
            camel's back.

                 EMMA
            Someone didn't want us to get to
            the party.

                 STEED
            I expect we'll have to gatecrash.

                 OLD LADY
            I may be able to help you.


144     EXT.  STATELY HOME FROM POSTCARD - DAY

    comes to life.  Steed, Emma and the Old Lady survey ...

                 STEED
                (checks postcard)
            Wonderland Weather Ltd.

                 OLD LADY
            This way ...


145     EXT.  HALLUCINOGEN HALL - GROTTO AND MAZE - DAY

    On a lawn, a peacock flares its thousand eye tail.  A MECHANICAL CLICK, its eyes
    conceal hidden cameras, recording Emma, Steed and the Old Lady, who've landed
    inside the walled grounds.  They move stealthily forward, unaware ...

                 OLD LADY
            Over here ...

    The Old Lady waves them on.  They enter a tunnel into


146     MAZE

    Tall hedges surround Steed and Emma and the Old Lady on all sides.  They follow the
    path, slopes , round, curves, turns into hairpin bends and U-turns.  At first intrigued ...

    Then perplexed.  Emma leads the way, Steed following.  The Old Lady slips OUT OF
    VIEW.  Steed stops to pick a rose, puts it in his lapel.  Emma rushes ahead.

                 EMMA
            Aha ... Yes ... It's clear now. A
            trapezoid shape, dictated by twin
            diagonal paths and a single
            curving path. A late Seventeenth
            Century design, originally for
            King William of Orange, copied...
            Ah ...

    Steed sees Emma slip 'round a corner.  He pursues her.  Glimpses her.  Then loses her.
    Another glimpse.  Sees her thru hedges, then seemingly --

    Thru the other side of the hedge.  In two places at once.

                 STEED
            ... Mrs. Peel? I think I'm seeing
            double again.

    Out of sight, Emma rushes on.  Around her, the hedges grow taller.  She seems to
    grow smaller.  Emma begins to realize things are not what they seem.  As she pushes
    her way thru --


147     FROM ABOVE

    the maze as a formal patter-n. Three tiny figures dart round.

                                 
 DISSOLVE THRU TO:


148     INT.  HALLUCINOGEN HALL - CONTROL ROOM - DAY

    A pattern on a screen.  The lines of the maze reformulated as abstract lines.  Steed,
    Emma and the Old Lady as three flashing dots.  Someone, somewhere is watching
    them.  Laughter, then a familiar voice --

                 VOICE (O.S.)
            Now this is more like it ...


149     EXT.  MAZE - DAY

    Steed searches for an exit.


150     ANOTHER PART OF MAZE

    Emma sees a statue of a Butler.  Which springs to life.  Summons Emma.  She follows
    down a path strewn with leaves.

    As Emma steps on the leaves, she --

    Falls down -- a giant rabbit hole.


151     INT.  RABBIT HOLE

    Emma spins through darkness, like Alice in Wonderland ...

                 EMMA
            Steed ... !

                 STEED (V.O.)
            Mrs. Peel ... ?


152     EXT.  MAZE - DAY

    The identical face of Emma on a marble statue, as --

    Steed studies the classical statue ...

                 STEED
            Mrs. Peel ... ?

    Steed hears a noise, turns to see --

    Emma walking towards him.  She picks the rose from his lapel, slowly coils an arm
    around his neck.  Pulls Steed towards her, closes her eyes -- kisses him full an the
    mouth.

                 STEED
            Mrs. Peel ... !
                (more kiss)
            Mrs. Peel ...

    The kiss ends.  Steed recovers his composure, lips coated with her lipstick.  His tongue
    traces his lips; smarts ...

                 STEED
            Your lipstick ...

    Poison.  He goes dizzy.  Steed collapses to the ground.


153     INT.  HALLUCINOGEN HALL - DAY

    Inside the house, a grand hall.  Deserted.  A cobweb hangs from ceiling.  A velvet
    curtain tattered and torn.
    Emma.

    A CUCKOO CLOCK RINGS the hour.  Ahead, the real Emma sees --

    A giant staircase.  There on the stairs -- a glass eye.
    She picks it up.  Puts it in a pocket.  Emma goes --


154     UPSTAIRS

    Sees a series of family portraits an the staircase.  One of herself in ornate aristocratic
    regalia.


155     LONG CORRIDOR UPSTAIRS

    Rooms on either side.  Emma goes down the hall, pushes doors.


156     INSIDE ROOMS

    A mad child's collections of ... toys... rocking horses ... train sets ... ventriloquists'
    dummies... and ...

    Butterflies ... scarabs ... beetles ... glass eyes, staring at her from the blackness ...

    Then Emma turns into a whole room of ...

    Snow shakers ... A wall of them in glass cabinets like insect specimens or fossils. 
    Emma picks up one snow scene.

    She shakes it.


157     EXT.  HOUSE

    as if in response, a storm gathers.  Shadowy clouds roll in.


158     IN MAZE

    A drop of rain starts to fall.  Steed's eyes flicker open.

                 STEED
                (re: rain)
            Not again.

    He rises, looks down, reacts --

    Alice, the Old Lady, lies near him in the maze, her neck snapped... Steed kneels, next to
    her in the rain

                 OLD LADY
            It's a trap. Tell Mother, beware.
            Tell Father.

    She dies in his arms.

    Wind picks up, too.

    Steed looks about, frowning with discouragement --


159     INT.  HALLUCINOGEN HALL   PLAYROOM - DAY

    THUNDER and lightning outside.  Inside the room of snow shakers, a CHILDHOOD
    TUNE PLAYS.  Emma shakes the snow scene.  The weather seems to grow darker.


160     FROM BEHIND

    Emma hears the unmistakable chilling voice:

                 VOICE (V.O.)
            I wouldn't shake that too hard.
            The weather might turn nasty.

    From the shadows ... a man.  A silhouette.  Behind a distorting lens.  His shape and
    face unclear.  Emma puts down the shaker.

                 EMMA
            Quite a collection.

                 VOICE (V.O.)
            If nature gives a man a collector's mind, 
            it doesn't matter what he collects.  
            Butterflies. Old China. Penny farthings. 
            A true collector grows more obsessive 
            as the years pass.

    Outside the big window the weather is turning nasty ...

                 EMMA
            Your voice -- it's so familiar ...

                 VOICE (V.O.)
            We have met ...

    From the shadows, a man moves out, revealing:

    Peter Peel, Emma's husband!  THUNDER.

                 EMMA
            Peter ... ?

    Instinctively Emma moves towards him.  A long pause.

                 EMMA
            I must be dreaming ...

    Emma pulls back.  Before she can turn, Peter takes her hand, places it over his heart. 
 BA-BOOM, BA-BOOM, BA-BOOM ...

                 PETER
            Listen... Very much alive.

    Peter touches her hand.  Emma looks into his eyes.  Intrigued but alarmed, disbelief. 
    Peter raises her hand to his lips.

                 PETER
            Darling, it's me...

    Emma shudders, battles with herself.

                 EMMA
            Peter ...

    Emma is tempted, yet filled with terror.


161     CLOSEUP - EMMA'S EYES

    Inside her pupil --

                                 
     FLASH CUTS TO:


162     MEMORY FLASHES

    His face as he kissed her -- his ring on her finger -the visor cracking -- the glass
    obscuring his face.


163     BACK TO SCENE

                 EMMA
            Impossible ... how?

    Peter smiles disarmingly.  As if the answer was obvious.

                 PETER
            For you ... all for you ...

    Peter comes over, folds her in his arms.  Takes her head between his hands.  Emma
    leans over to him, about to kiss him, both closing their eyes, until --

    Lips parted.  Before they kiss, Emma pulls back --

                 PETER
            Don't be afraid, darling.

    She turns, runs to the door.  Like a trapped bird.  She tries the door -- locked.  Another
    door -- locked.  A window -- locked.

                 PETER
            Don't run away. I forgive you, 
            Emma. I know you left me. But 
            I still love you. Do you still have 
            my ring? I need it.

    Peter grabs hold of Emma.  She pulls away.  Emma sees his face before her, pleading
    with her.  Seductive yet nightmarish.

    As if hallucinating, Emma runs away, towards --

    The big window overlooking the gardens.  She runs, leaps, and in SLOW MOTION --

    Crashes thru the GLASS, shards and splinters SHATTERING all 'round her, as she --


164     EXT.  HALLUCINOGEN HALL - WINDOW - DAY

    somersaults through the window down to the ground.  Lands with a THUD on the wet
    ground.  Looks up to see --

    Steed above her, the STORM RAGING.

                 EMMA
            Steed!

    She struggles to her feet, comes towards him, upset.

                 STEED
            Oh, no. First time, shame on
            you. Third time, shame on me.

    He slugs her and the SCREEN GOES BLACK.

                 DR. DARLING (V.O.) 
            Diagnosis confirmed.  Mrs. Peel is 
            suffering from delusions and 
            hallucinations. An extreme personality 
            disorder. She imagines her husband 
            Peter Peel has come back to her ...

    CLOSE ON Emma's face.

                 DR. DARLING (V.O.) 
            A classic syndrome, to overcome her 
            subconscious guilt at her other crimes.  
            We've attached her to the dreamscape 
            machine. We'll soon see what her 
            unconscious looks like...

    Emma's eyes flicker...

    Steed comes INTO FOCUS, sitting by Emma's bed.  This time he's eating her grapes ...

    Emma looks around ... Everything blurs.  A STEADY PULSE DRONE.  Tugs at
    leather straps.  No use.  WIDEN to reveal Emma strapped to a special couch --

    Her head surrounded by a plastic dome, terminals and wires leading out into a
    Dreamscape machine.  Drowsy, disoriented.

                 EMMA
            Where am I?

                 STEED
            The Winslow Home for Retired
            Lepidoptorists. I'm so sorry
            I struck you, Mrs. Peel. Please
            forgive me. I thought you were
            someone else ...

                 EMMA
            Was I?

                 STEED
                (no smile)
            I expect that's for you to know
            and me to find out ...

                 EMMA
            It was Peter -- I saw him ...

    Drugged, Emma's eyes drop.  FOCUS CHANGES TO --


165     ABOVE HER

    A giant spiral HYPNODISC WHIRRS, creating trippy black and white zig zag op-art
    effects a la Bridget Riley.

    She blinks.

                                 
     DISSOLVE TO:


166     SAME SCENE - LATER

    Steed is gone.  Dr. Darling leans over her.  Emma stares at the hypnodisc.  Closes her
    eyes.


167     EXTREME CLOSEUP ON HER EYES

    Thousand REMs per sec -- a tiny chip next to her eyes, transmitting out via wires to --


168     UP ON WALL

    A "Dreamscape" apparatus like a liquid TV screen flicks thru random images from
    Emma's unconscious.  Peter Peel -- Teddy Bears -- post card views -- childhood 
    snaps --


169     BESIDE "BED"

    Dr. Darling furls his hand over Emma's, his fingers resting upon her ring.  During the
    interrogation, he soothingly strokes her hand -- tries to remove the ring without
    arousing her suspicion.  Pulls gently on it.


170     UP IN GALLERY

    In his wheelchair, Mother sits beside Steed.

                 MOTHER
            This man -- did you see him?

                 STEED
            No. Her husband, she says. Alice
            tried to warn us. A trap. Tell
            Mother beware. Tell Father
            That's all.


171     BY COUCH

    Dr. Darling leans forward to interrogate Emma.


172     FROM HER POV

    He looks and sounds sinister.  From a corner of her eye, she sees -- a clip of keys
    hanging from his pocket.


173     BACK TO SCENE

                 DR. DARLING
            I want you to say the first thing
            that comes into your head when I
            say these words. Do you
            understand ... ?
                (as she nods)
            Blue ...

                 EMMA
            ... bottle ...

                 DR. DARLING
            Red ...

                 EMMA
            ... head ...

 
                 DR.  DARLING
            White ...


                 EMMA
            Knight ...

                 DR. DARLING
            Black...

                 EMMA
            ... death ...

                 DR. DARLING
            Love...

                 EMMA
            ... death ...

    Steed watching, listening ...

                 DR. DARLING
            Flower ...

                 EMMA
            ... power ...

    The exchange speeds up.  Unknown to Dr. Darling, Emma picks his keys; unlocks her
    straps.

                 DR. DARLING
            Nature ...

                 EMMA
            ... preserve...

                 DR. DARLING
            Secret ...

                 EMMA
            ... love...

                 DR. DARLING
            Hope...

                 EMMA
            ... love ...

                 DR. DARLING
            Fear ...

                 EMMA
            ... love ...

                 DR. DARLING
            Peter ...

    As Emma talks, the "Dreamscape" plucks images from her unconscious in trippy
    psychedelic rush:  faces -- colors -- patterns flash past.

                 EMMA
            ... Piper picked a peck of pickled 
            peppers how many pecks of pickled 
            peppers did Peter Peel -- ?


174     CLOSEUP - EMMA

    Quietly unclicks a lock.  She stops in mid-gabble.

                 EMMA
            How long have I been here?

                 DR. DARLING
            Three days.

    Emma unlocks her straps.  Sits Up.  Woozy.

                 EMMA
            Do you get paid by the hour?

    Dr. Darling is shocked, indignant.  Emma rips wires from her body.  The "Dreamscape"
    machine winds down.  Up in the gallery --

    BAM -- !  Mother bashes his metal cane on the railings

                 MOTHER
                (filtered)
            You are here under observation, 
            Mrs. Peel. You must answer Dr. 
            Darling's questions

    Pushes Dr. Darling aside.

                 EMMA
            I resign.

                 MOTHER
                (filtered)
            You need treatment, Mrs. Peel.  You
            can't resign.

                 EMMA
            Watch me.

    Emma staggers.  Mother looks at Steed.  Who snaps himself out of staring at the
    hypnodisc.

    Emma heads for the airlock door marked:

 "ANTI-GRAVITY CHAMBER -- NO ADMITTANCE"

                 MOTHER
            Don't open that, Mrs. Peel!

    Fat chance ... she goes in ...


175     INT.  ANTI-GRAVITY CHAMBER

    Emma floats in the air, as Mother, Dr. Darling and Steed all follow.  And float
    helplessly, turning around madly.  Trying to gain on Emma.  Mother's wheelchair,
    Steed's umbrella and bowler, all tumble thru the air as Steed tries to reach the "OFF"
    switch

                 EMMA
                (echoing)
            What are you trying to do to me?

                 MOTHER
                (flailing)
            We want to help...!

                 EMMA
            I thought I was a widow. My
            husband ... the only man I ever
            loved ... is dead. For the rest
            of my life I have to live with
            that.

                 MOTHER
            The death of Peter Peel was a
            great loss. To us all ...

                 EMMA
            To you ... ?

    Mother looks at Emma.  He's let the cat out the bag.  Steed finds the "OFF" switch.
    They all tumble to the floor, Mother landing perfectly in his wheelchair,
    Steed effortlessly catching his hat and umbrella.  He moves to Mother --

                 STEED
            I think you owe Mrs. Peel an
            explanation ...

    Steed stares Mother out.  Who delivers his revelations.

                 MOTHER
            Peter Peel was a first class agent.
            A senior operative.
            'X' department Special operations.  
            He was engaged in top secret research.  
            Top priority.  Government approved.

                 EMMA
            The Institute ... the funding ...

                 MOTHER
            A cover ... for us.
                (beat)
            I'm sorry...

    A turning moment for Emma.  A life lived on a lie.

                 EMMA
            So all that time. Our work, our research 
            was for you ... for this? And the 
            accident --

                 DARLING
            It was no accident.

                 EMMA
            The official investigation ...

                 MOTHER
            ... was written by me.
                (beat)
            It was sabotage, Mrs. Peel.

    Deadly serious, Emma walks over to him.

                 EMMA
            Who?

                 MOTHER
            Quite frankly ... it could have
            been you.

    Silence.  Emma looks away, shocked.  Steed intervenes

                 STEED
            You're accusing Mrs. Peel of
            killing her own husband?

                 MOTHER
            Her husband suspected someone very 
            close to the operation. On the day he 
            died, he was setting a test.
            To prove to himself -- to us that his 
            wife was beyond suspicion. He had to 
            be certain. He said he was going to 
            give Mrs. Peel something ...

    Emma keeps staring at Mother, fingers her diamond ring.

                 MOTHER
            ... I want you to remember. Did
            Peter give you anything on-that 
            day?


176     CLOSEUP - EMMA

    touches her ring.


177     BACK TO SCENE

    Emma looks up at Mother.  A barefaced lie.

                 EMMA
            No.

    Steed notices Emma touch her ring nervously.

                 DR. DARLING
            He said if it vanished, he'd know
            it was ... you who betrayed him.
            He took a huge risk. The ultimate
            test.

                 EMMA
            So I'm still ...

                 MOTHER
            Under suspicion. Everyone died in 
            the explosion, Mrs. Peel. You were 
            the only survivor ...

    Mother waits.  Emma turns round.  Looks fiercely at him.  Mother shifts uneasily as
    Emma walks past him to the airlock.

                 MOTHER
            This is an official matter, Mrs.
            Peel. No need to take it
            personally. Where are you going?

                 EMMA
            To find out who killed my husband.

                 MOTHER
            The doors and walls are monitored, 
            Mrs. Peel. This is a very secure 
            establishment.

                 EMMA
            So am I.

    Emma pushes open the doors.  Walks out.  Down a corridor.  Dr. Darling grabs
    Mother, as he exits with Steed --

                 DR. DARLING
            She must remain here. She's
            highly dangerous.


178     IN HALL - CONTINUOUS ACTION

    Mother exits with Steed; they watch Emma going ...

                 MOTHER
            Pity. I was growing fond of Mrs.
            Peel. Unfortunately --

                 STEED
            Guilty until proven innocent?

                 MOTHER
            Mother and Father know best.

    Mother wheels himself off.  Then stops; over his shoulder:

                 MOTHER
            Something quick. Nothing too ...
            messy.

    ON Steed.  CAR ROAR over as --


179     EXT.  COUNTRYSIDE CLINIC - DAY

    Emma drives a hot-wired Morris Minor out the open gates of the manor house, past a
    sign which reads:

    "WINSLOW HOME FOR RETIRED LEPIDOPTORISTS" (Butterfly logo)

    In the b.g., a couple of old-timers race around with butterfly nets as Steed's jag pulls
    past them in hot pursuit.


180     EXT.  COUNTRYSIDE - DAY

    Emma speeds down lanes ...

    Followed at a safe distance by Steed in his SS100.


181     INT.  STEED'S JAG - DAY

    Steed looks: a bleep on his radar screen tracks the --


182     CLOSEUP - CONCEALED MICRO-BUG - INTERCUT

    on Emma's shoulder as she drives ...


183     EXT.  LANES - DAY

    The cars whiz past ...


184     INT.  STEED'S JAG - DAY

    Keeping an eye on his radar and the road, Steed switches on the radio.  The weather
    forecast:

                 RADIO ANNOUNCER (V.O.)
                (filtered)
            '... Sunny intervals leading to
            sudden storms and gale warnings
            for all areas.
                (as he frowns)
            ... Outbursts of rain, scattered
            hailstorms and freezing fog
            greeted the World Council of
            Ministers as they arrived in
            London for their conference ...'

    Emma drives into a churchyard.  Steed follows her ...


185     INT.  COUNTRY CHURCH - DAY   

    A medieval country church.  Sunlight streams through stained glass, illumining Emma
    as Steed watches her lay --

    A red rose by an altar tomb:  an ornate mausoleum two hands clasped in a pose of
    eternal sleep:  Peter Peel.

    Emma pauses, as in the b.g., choirboys sing hymn practice.  Steed watches Emma move
    away, toward the door.  He drops a hymn book.  Emma swivels round -- sees Steed.

                 EMMA
            You followed me.

                 STEED
            Orders.

                 EMMA
            To kill me?

                 STEED
                (fractional pause)
            Nothing personal.

    Emma smiles. Then turns, and --

    Runs!  Steed follows Emma through a door to --


186     INT.  CHURCH BELL TOWER - DAY

    Steed enters, glimpses --

    Emma above.  He follows her.  Hears her footsteps.  Trip- trapping up the spiral
    staircase.  Steed listens, follows.


187     UP BELLTOWER

    From below, Steed hears a BELL RING.  A FLUTTER of BIRDS.  As debris falls
    down -- Steed runs up stairs, reaches --


188     EXT.  BELLTOWER TOP - DAY

    BELL still RINGING.  At the top, a sheer drop.  Steed edges closer to the ledge. 
    Looks.  A long way down.
    From behind --

                 EMMA
            A long way down.

    Steed swivels.  Sees Emma blocking his path.  Cool menace.  Steed steps away from
    the edge, Emma circles him.

                 STEED
            Careful. You might fall.

    Emma steps to the edge.  Steed freezes.  Emma locks down.  Feet resting on the ledge. 
    Rocking to and fro ...

                 EMMA
            I could save you the trouble.

                 STEED
            No trouble.

                 EMMA
            Because you always obey orders ...

                 STEED
            Always.
                (pause)
            Except ...

    Steed nears her.  Emma pushes herself right to the edge.

                 EMMA
            Yes ... ?

                 STEED
            ... when I don't. It comes down to one 
            thing, Mrs. Peel. Trust.

    Steed reaches out for her.  Holds out his hand.

                 EMMA
            And do you trust me?

                 STEED
            I could be convinced, if ... I knew who 
            poisoned me in the maze. That kiss ...

                 EMMA
            It wasn't me; you have my word.

    Steed snatches her from the edge, holds her in his arms.

                 STEED
            I need proof.

    Emma thinks.  Looks at him.  Deadly serious.  Their eyes lock.  She hesitates, then
    pecks him on the cheek.

                 STEED
            It was longer. On the lips.

    Emma hesitates.  Then a kiss on the lips.  Longer.  But not much.  Steed grabs her
    hand, pulls her back.

                 STEED
            Much longer.  Approximately ...
            fifteen seconds.

    Emma harumphs, exasperated.  Moves closer to him.

                 EMMA
            ... Ready?

    Steed nods.  Emma leans forward.  A full kiss.  At first reticent ... Emma looks at her
    watch.  Counts seconds ...

                 EMMA
            ... Four ... seven ... ni-...

    Then ... forgets.  Warmer, more relenting.  Edging towards passionate.  They stay
    embracing for fifteen seconds ...

                 EMMA
                (aroused)
            Mmm ... what are you doing?

                 STEED
            Keeping a stiff upper lip?

                 EMMA
            Is that all?

    The kiss continues couple of seconds longer.  Before Emma withdraws.  With an effort,
    she regains her composure.  A long silence.

                 EMMA
            So I'm in the clear?

    Steed savors the kiss.  No reply.  His smile says it all.

                 EMMA
            But you did suspect me.

                 STEED
            Not for a moment.

                 EMMA
            You're playing games.

                 STEED
            Aren't we all, Mrs. Peel?

                 EMMA
            I thought you played by the rules.

                 STEED
            I thought you didn't.

                 EMMA
            I'm playing to win.

                 STEED
            Winning isn't everything.

                 EMMA
            Please don't tell me it's how you
            play the game.

                 STEED
                (smiles; stands
                aside)
            After you -- Mrs. Peel ...

    Steed motions down the stairs.  It's close to the edge.

                 EMMA
            No, after you.

                 STEED
                (back to square
                one)
            You don't trust me?

                 EMMA
            As far as you trust me.

    Emma motions.  Steed goes down, passes close to the edge, and swivels round
    nervously.  Emma reads his thoughts.

                 EMMA
            When it happens, Steed, you'll be
            the first to know ...

    With this comforting thought, Steed descends first.


189     EXT.  CHURCH TOWER - DAY

    As Steed and Emma exit from the tower, they see --

    A tranquil village scene.  Choirboys walk out from the church.  Nearby in the deserted
    village street.  A red PHONE BOX.  Which ...

    RING-RING ... Starts to RING.

                 EMMA
            Who could that be?

    A ROLL of THUNDER.  Steed looks up: a clear sky.  He's puzzled.  Suddenly
    suspicious.  As Emma moves to the phone.

                 STEED
            No -- don't answer it ...

    He pulls her back.  Emma looks at him.

                 STEED
            That's it. The phones trigger
            the explosions --

    RING-RING ... Another ROLL of THUNDER.  Steed connects the two as -- an
    angelic CHOIRBOY walks towards the phone ...

    RING-RING ... A LOUDER ROLL of THUNDER.  As the Choirboy nears the
    PHONE, Steed shouts --

                 STEED
        Don't -- don't answer it -- !


190     CLOSEUP - PHONE

    RING-RING -- the PHONE in the f.g. as the choirboy closes in, opens the door --


191     INSIDE PHONE BOX

    The door shuts.  Noise muffled.  The Choirboy can't hear Steed and Emma's shouted
    warnings, as he lifts his hand up, and --


192     OUTSIDE

    Steed sees him reach out, warns the vicar and choirboys.

                 STEED
            Get down -- get down -- it's
            going to explode -- !

    Steed and Emma, all the choirboys hit the dirt, as


193     INSIDE PHONE BOX

    The Choirboy grabs the phone, and lifts it up, and

    Silence.

    No explosion.  A few seconds pass.  Steed and everyone
    are down on the ground.  As they see --


194     FROM PHONE BOX   

    -- the Choirboy leaves the phone hanging.  He gets out, scans the crowd.  Then walks
    calmly over to Steed, who's still prone.

                 CHOIRBOY
            It's your mother.

    The vicar and choirboys look on sympathetically, as --

    Steed dusts himself off.  Emma and everyone gets up.  Steed goes to the phone box,
    takes the call.

                 STEED
            Mother? How did you find me?

    His expression changes as he listens.  Emma goes to the phone box as Steed rings off.
    He emerges from the box.

                 STEED
            I told Mother I took care of you.

                 EMMA
            You lied.

                 STEED
            I equivocated. But you're not
            their big worry at present. It's
            Dr. Darling:  he's disappeared ...

    OFF Emma's reaction to this news --


195     INT.  HALLUCINOGEN HALL - DAY

    Inside the upper room, in front of a mirror --

    With his back turned to us.  Dr. Darling holds something in his hand, and waits as --


196     DOWN LONG HALL

    Bad "Emma" walks over.  She stands in front of him.

    Blank expression.  Dr. Darling hardly even looks up.  With her hair up, we recognize
    on her neck a tattoo:  Z424.

                 DR. DARLING
            We are in the final phase. I shall require 
            you to be especially obedient. There 
            must be no failures.


197     CLOSEUP - IN HIS HANDS - SNOWSHAKER

    which he grips tightly. As --


198     IN MIRROR

    a metamorphosis.  His features melt and bubble, a mask of plastic surgery and it's
    slipping around like Michael Jackson's face under kleig lights.  He adjusts it, then ...

    Shakes the snowshaker ...


199     EXT.  COUNTRYSIDE - DAY

    THUNDER as the sky darkens -- PAN DOWN to reveal:

    Steed's Jag, zooming through country lanes.  Rain starts.


200     INT.  JAG - DAY

    Steed driving, winces with the drizzle.

                 STEED
            Drat. Someone wants to implicate
            you in this affair, Mrs. Peel.
            Any idea who?

                 EMMA
            No idea who. No idea why ...

                 STEED
                (thinks)
            Teddy bears, cuckoo clocks, toys
            All children's things ...

                 EMMA
            ... Or grown-ups, who still like
            to be children.

                 STEED
            Quite. Any childhood friends?
            Enemies?

                 EMMA
            Not to speak of. Peter and I
            were both loners. There was
            nobody.

    Steed thinks; sighs.

                 STEED
            Very well. I have a friend who
            might be of assistance. He's at
            the Ministry. We'd better be
            careful.

                 EMMA
            I'm a wanted woman, I know ...


201     INT.  MINISTRY CORRIDORS - DAY

    Through a door marked "Information & Counter Espionage" --

    -- walks Steed with another man in identical clothes:  dapper Savile Row suit, umbrella
    and bowler.  Which is

    Emma Peel, in disguise.  Steed furtively checks passers-by.

                 STEED
            His name's Jones. 'Invisible' Jones.

                 EMMA
            Why's he called 'Invisible'?

                 STEED
            You'll find out.

    At a door marked "Information -- Col. I. Jones." Steed knocks, opens the door for her.

                 EMMA
            Aren't you coming?

                 STEED
            I'll catch you up. Don't worry;
            he's expecting you.

    Emma goes in as Steed walks down the corridor.


202     INT.  MINISTRY OFFICE - DAY

    A room full of archives and files.  Emma walks through tall corridors, stacks of cabinets
    full of old paper.

    Dusty, musty and mildewing.  Long forgotten.  Nobody there.  Suddenly Emma 
    hears --

 FOOTSTEPS.

    She follows them.  Round stacks, round corners.  The FOOTSTEPS get LOUDER. 
    She's closing in.  The FOOTSTEPS get LOUDER, until up ahead of her --

    A filing cabinet drawer opens up.  On its own.

    Emma watches as a file pops up, floats through air.  The drawer slams shut.  Still
    nobody there.  Emma follows the file to a --

    Desk.  Emma watches as -- the chair swivels round.  The file pages open up.  Then the
    phone lifts up by itself, a voice:

                 INVISIBLE JONES (V.O.)
            Tell Miss Proudfoot, no calls.
                (beat)
            Colonel Jones at your service,
            Mrs. Peel. Just a moment --

    Emma looks ahead of her.  To the chair. As --

    A desk drawer opens up, a pipe is whisked through the air, a match is struck.  The pipe
    lights; smoke belches forth.

                 INVISIBLE JONES (V.O.)
            Talk to the pipe, Mrs. Peel.
            That usually helps. Don't worry
            about me being invisible. Other
            than that I'm perfectly normal.

                 EMMA
            I see.

                 INVISIBLE JONES (V.O.)
            Or rather, you don't. Learnt the
            tricks in camouflage. Till this
            accident made a prang of things.
            How can I help you, Mrs. Peel?


203     INT.  MINISTRY - ANOTHER OFFICE

    Steed on the phone.

                 STEED
            I say, Trubshaw, Steed here ...
            Barometer's falling fast. Mrs.
            Peel and I find ourselves in
            need of foul weather gear.
                (beat)
            Yes, I'd say gentlemen's snuff
            for starters. And then --


204     INT.  INVISIBLE JONES' OFFICE

    File pages flip through the air as Jones goes through them.

                 INVISIBLE JONES (V.O.)
            Ah, here we are. Steed asked me
            to play a hunch:  Valentine Peel.

                 EMMA
            Peter's brother?  But --

                 INVISIBLE JONES (V.O.)
            Half-brother to be precise.

    Emma is surprised.

                 INVISIBLE JONES (V.O.)
            Now let's see ... Eton, Cambridge ... 
            research into robotics and plastics.  
            Overtaken by Peter's work on the 
            physics of climate change ...

                 EMMA
            I know all this.

                 INVISIBLE JONES (V.O.) 
            Do you also know that during your 
            final experiment, your halfbrother-
            in-law was under surveillance?

                 EMMA
            Surveillance? By whom?

                 INVISIBLE JONES (V.O.)
            Father. She gave him an 'all clear' 
            after a security test by Dr. Darling.

                 EMMA
            Who's now vanished.

                 INVISIBLE JONES (V.O.)
            Makes two of us.

                 EMMA
            Are you suggesting that Dr. Darling 
            and Valentine were somehow in this 
            together? But that's absurd.

    Steed enters behind them on the run --

                 STEED
            We must hurry, Mrs. Peel ...

                 EMMA
            Hurry?  What for?  I'm just
            now --

                 STEED
            You didn't tell her?

                 INVISIBLE JONES (V.O.)
                (testy)
            I was getting to it.

                 EMMA
            Getting to what?

                 INVISIBLE JONES (V.O.)
            The World Council of Ministers meets 
            tomorrow to convene the new global 
            defense initiative --

                 EMMA
            I fail to see --

                 STEED
            There's a reception this evening. Colonel 
            Jones thinks it advisable we attend.

                 EMMA
            Have we been invited?

                 INVISIBLE JONES (V.O.)
                (poker-voiced)
            Under the circumstances Mother didn't 
            see fit, but I think I can get you in ...

                 EMMA
                (surveys her male
                outfit)
            Well, I can't possibly go like this.

                 STEED
            I had a feeling. That's why we're 
            in a hurry ...

    Steed proffers an arm to Emma.

                 STEED
            May I have the honor, Mrs. Peel?

    She decides, takes his arm.

                 EMMA
            You may, Mr. Steed.

    The A-team is born.  Steed and Emma tip their hats to Jones.


205     EXT.  LONDON STREETS - SEVERAL ANGLES - NIGHT

    Troops rushing in to take up defense positions.  Searchlights pierce the cloudy sky.  A
    protective ring of hardware surrounds the hall.


206     INT.  MOTHER'S 22 BUS (AKA INSIDE MOBILE HQ) - NIGHT

    At the controls, Brenda looks on.  She hands a bag of jelly babies to Mother.  Who
    picks out his favorites, as he gives a briefing to Father and others, sitting in
    passenger seats --

    ORDERS BARKED OUTSIDE as --

                 MOTHER
            Inside that hall are some of the
            Most powerful figures in the
            world. Tight security. Our
            only option.

                 FATHER
            I'll see to it personally.

    Brenda glances over at Father's imperturbable face. As --


207     EXT.  PALACE (WESTMINSTER) - NIGHT

    Wind picking up.  Outside the grand palace hall for the reception of the World Council
    of Ministers, guards stand on duty.  Barriers, flashing lights.  Nobody gets past, 
    except --


208     INT.  PALACE (WESTMINSTER) - NIGHT

    Up in the gallery, Steed and Emma enter through a secret passage behind a painting. 
    He with bowler and umbrella.  She in black leather and boots.  They find themselves in
    a niche and freeze, very close to one another.  Steed sniff s ...

                 STEED
            What's that you're wearing?

                 EMMA
            It's called Black Leather.

                 STEED
            Intoxicating. Here, have one of
            these.

    He fumbles with a bulging jacket pocket

                 EMMA
            What is it?

                 STEED
            Limpet bomb. Small, very
            compact. From Trubshaw's.

                 EMMA
                (hocks it on
                belt)
            When all this is over, we simply
            must get you out of that suit.

                 STEED
            You first.

                 EMMA
            Shall we?

    She leads the way through marble halls, arched galleries, red velvet carpets, glittering
    chandeliers.  From the hall, a SPEECH ECHOES:

                 MINISTER (V.O.)
            ... In the uncertain climate that threatens 
            this global initiative, no magic umbrella 
            can shield us.

    Steed checks out his own.

                 MINISTER (V.O.)
            Only our own vigilance. Security and 
            stability are our watchwords.

 APPLAUSE.

    Steed pauses, offers Emma a small silver box.  Inside...

                 EMMA
            Trubshaw again? What now?

                 STEED
            Snuff.
                (off Emma's lock)
            I must insist you try some.

    Steed takes some; Emma follows his example.  Weird.  Does it make you high?  They
    walk on, open doors to --


209     INT.  PALACE HALLWAY - NIGHT

    An empty gallery.  Steed and Emma peer down at a --


210     MARBLE HALLWAY

    A black and white floor.  Butlers move across like surreal chess pieces.  Otherwise,
    empty.  A chamber ensemble plays "The Merry Widow" waltz, which floats through
    empty halls.

                 STEED
            They're playing your song, Mrs.
            Peel.

                 EMMA
                (annoyed)
            'The Merry Widow?' I might have
            known. Where's the reception?

    They move cautiously forward as


211     EXT.  LONDON STREETS - NIGHT

    Outside, snow begins to fall.  Trees and buildings shimmer under a light layer of white. 
    A Christmassy glow --

    Even troops play with snowflakes, until --


212     SEVERAL ANGLES

    The wind rises.  The snow falls harder.


213     INT.  PALACE - NIGHT

    Down in the hallway, Steed and Emma search for the Ministers.  They head down a 
    corridor, then hear a NOISE.  They hide behind pillers. As --

    Butlers walk past in military file, carrying elaborate displays of lobster and meats. 
    Steed steals --

    A chicken leg.  Nibbles on it.  Suddenly another door opens -- Emma hides.  Steed
    looks up to see -- Father "staring" at him.

                 STEED
            Oh, hello ...

                 FATHER
            We want Mrs. Peel.

                 STEED
            Dead, I'm afraid.

    Emma in hiding, listens as --

                 FATHER (O.S.)
            You disobeyed an order, Steed.  
            Mrs. Peel is dangerous; she cannot 
            be trusted.

    Emma looks out the window behind her; eyes widen ... back to --

                 STEED (O.S.)
            I think she can.
                (beat)
            Can you?

    Emma is deeply affected by Steed's choice.

    Father's face, meantime, has turned to stone.

                 FATHER
            I shall summon security.

    She turns, almost walks into the door as she slips away.

    Emma returns as the ALARM is raised --

                 STEED
            Bad news. Father's looking for you.  
            Where are those bloody ministers?

                 EMMA
            Have a look at this.

    She leads him to the window:  sure enough -- heavy snow.
    Steed reacts, eyes wide.

                 STEED
            It's almost May, for heaven sake.


214     EXT.  LONDON STREETS - NIGHT

    The blizzard rages through streets --

    Now impassable.  Snow drifts block roads.  White mountains of snow start to climb up
    shop fronts.  And amid the sky --

    Filled with snowflakes, up round the roofs, a purple cloud descends on unsuspecting
    troops --


215     INT.  PALACE - NIGHT

    Steed returns, rushes across the marble halls --

    To Emma. But up ahead, sees --


216     STEED'S POV - FROM WINDOWS

    A purple fog seeping into the hallway, billowing through the corridors as --


217     INT.  PALACE ANTEROOM - NIGHT

    Inside an anteroom, like a Roman arena -- marble pillars, red carpet, golden walls,
    ceiling murals --

    The World Council ministers assemble:  slick pin-striped suits or African robes, Chinese
    Mao-suits, Indian Nehru-jackets, all distinguished men and women, surrounded by --

    Fussing officials, minor dignitaries, and butlers, bowing and weaving a web of
    diplomatic protocol, interrupted by --


218     CENTER OF HALL

    The sight of Emma Peel in black leather.

    She strides into the room.  Picks a glass of champagne from a passing butler.  All stare,
    Emma raises her glass --

                 EMMA
            Gentlemen, ladies. Forgive the breach 
            of protocol. An emergency --

    From the hallway -- BOOM -- !  The door bursts open, Emma is blown over by the
    blast as the purple cloud races inside.


219     SEVERAL ANGLES

    as the smoke furls around the ministers, they choke, fall.

    From the doors -- Steed leaps in, gives Emma another snort of snuff --

                 STEED
            Quick --it'll protect you --

    Emma inhales.  Now immune to the gas, Steed and Emma hear -- CRASH -- !  They
    see -- through thick cloud -a mysterious man in a white lab coat, wearing a gas mask,
    leading a group of butlers, all in gas masks -- heads like black flies -- in formation
    round the ministers, helpless on the floor.  A kidnapping --

    The man and butlers haul away several ministers, and --

    Escape from the rear doors.  The butlers form a guard to protect the man.

    Steed and Emma run after them.  More butlers pursue.


220     EXT.  PALACE - NIGHT

    As troops roll helplessly in the snow-covered purple haze, the butlers load the ministers
    onto waiting choppers as --


221     INT.  MOTHER'S HQ - CONTINUOUS ACTION    

    Mother, Brenda, et al choke on purple smoke in the bus ...


222     INT.  PALACE HALLWAY - NIGHT

    Behind pillars, Steed and Emma hide as --

    Butlers in gas masks patrol the halls.  A butler passes them without noticing.  They try
    to emerge.  But another patrols --

    Steed trips the butler with his umbrella, then chops him down on the ground.  He rises
    but Emma kicks him into as --

    Behind them Steed sees the lab-coated man escape up the stairs, protected by a posse
    of butlers.  He shouts --

                 STEED
            After him, Mrs. Peel!

    A whole posse of butlers then advances.  Steed faces them.

                 STEED
            Go -- !

    Emma hesitates.  Then turns, heads for an ornate dual shaft elevator.  She bangs the
    button, gets inside, doors shut, as the BULLETS from MACHINE-GUNNING gas
    masked butlers strike the brass door as --

    Steed whips his rapier from his umbrella and duels with the butlers.  To give Emma
    time, he uses every trick and prop at his disposal, plus, brute force to --

    Kick, chop, punch, and impale them into submission, as --


223     EXT.  ELEVATOR (UPPER FLOORS) - CONTINUOUS ACTION

    The posse of butlers fan out on to keep pace with Emma.  They head upstairs, pressing
    elevator "CALL" buttons on every floor, as --


224     INSIDE ELEVATOR  

    Emma waits inside.  Until she reaches --


225     EXT.  ELEVATOR (2ND FLOOR) - CONTINUOUS ACTION

    Doors open.  A HAIL of BULLETS hit the lift as Emma hides to one side until the
    doors close.


226     INT.  ELEVATOR - CONTINUOUS ACTION

    Emma sighs with relief.  COOL HUM as the ELEVATOR rises.


227     ON STAIRS - MEANWHILE

    Steed gaining on the butlers, heading for the stairs, as --

228     INT. ELEVATOR - CONTINUOUS ACTION

    At the next floor, the doors open --

    Two butlers rush inside.  BLAM -- !  Emma cuts one in the throat with an elbow
    punch,  then --

    Punches -- kicks -- stabs the other butler, a more brutish type, who recovers enough to
    grab Emma by the throat.

    She chokes, breaks his stranglehold, swerves him round, gains a nelson hold on his
    arms and throat --

    And a knee in his back in time for --

    PING!  The BELL RINGS at --

    3rd floor where --

    Emma spins her captive butler round, in time to face --

    Whooomph!  a blast of fire from --

    A flamethrower launched in the hall.

    Aaargh -- !  The butler gets fried, but --


229     EXT.  ELEVATOR (3RD FLOOR) - CONTINUOUS ACTION

    Shields Emma from the worst of the blast. She  hurls him clear of the doors, which --


230     INT.  ELEVATORS - CONTINUOS ACTION

    Slam shut.  COOL HUM ...


231     EXT.  PALACE MAIN FLOOR - CONTINUOUS ACTION

    Steed continues his one-sided duel with the other butlers, skewering madly, trying to
    get upstairs to help Emma...


232     INT.  ELEVATOR - CONTINUOUS ACTION

    Up Emma goes.  Looks for an escape route.  Bangs on the walls.  No trap doors.  No
    secret panels.  The "floor" light flickers between floors.

    Waiting, until ...


233     EXT.  ELEVATOR (4TH FLOOR) - CONTINUOUS ACTION

    The doors open.  A grenade is hurled inside the doors, it rolls to one corner, Emma
    dives to the other side, then --

    Scrambles for the grenade.  Picks it up.  It slips out of her hands.  Scrambles more.  It
    slips out ...

    Just beyond the elevator doors.  Which start to shut.  Emma leans out a foot, kicks the
    grenade towards the butlers, and --

    As her elevator doors close --

    BOOM -- !  It EXPLODES among the butlers, one of whom --

    Rushes to --


234     ELEVATOR (5TH FLOOR) - CONTINUOUS ACTION

    Where he waits for the elevator.  Removes pin.  Grenade ready.  The light PINGS.
    Doors open.  About to throw it inside, when --


235     BUTLER'S POV

    No Emma.


236     BACK TO SCENE

    The butler hesitates.  Looks inside.  Still no Emma?  He wonders what to do, and --

    The doors shut; he jams his foot.  The doors open again.  He moves in --


237     INT.  ELEVATOR - CONTINUOUS ACTION

    -- and looks round.  Nobody there.  Until, as we --

    PULL BACK UP to reveal -- FROM ABOVE, spread-eagled like an X on the elevator
    roof, limbs flexed against the walls is --

    Emma, who -- drops down and --

    Scissors the butler's head between her legs.

    The grenade rolls free ...

    Emma twists around, grabs his ears, and --

    Sits on his face.  Buries his head in her crotch.  A muffled sound from the guy, until --

    Emma scissor kicks, breaking his neck.  She drags --


238     EXT.  ELEVATOR (67H FLOOR) - CONTINUOUS ACTION

    His head out.  Leaving his neck between the doors.  So as she leaps out, heads up for
    the stairs, the elevators doors.

    SLAM! And -- BOOM!  His GRENADE rocks the elevator, which


239     INT.  ELEVATOR SHAFT - ABOVE AND BELOW - CONTINUOUS ACTION

    Breaks from its ropes, and --

    Plummets down the elevator shaft, shaking the building as it crashes --


240     INT.  PALACE STAIRS - CONTINUOUS ACTION

    Everything shakes with the impact of the elevator as Steed battles his way up, step by
    step, throwing gas-masked butlers over his shoulder as he struggles...


241     INT.  PALACE ATTIC - NIGHT

    Up the winding staircase, at the top, a skylight, which --

    Flips open.  The man leaps out, throwing back inside a smoke grenade, and locks the
    skylight.  As the grenade --


242     INT.  NARROW STAIRCASE

    BOOM!  explodes in the narrow staircase, fills it with purple smoke.  Emma rushes
    thru smoke, choking.  She gets to the skylight, tries to open it -- locked.

    A moment's panic.  Then Emma -- punches a hole in the glass, flicks the switch, flips
    the skylight up, and --

    Emerges into the night air.  Snowflakes tumble around her.


243     EXT.  ROOFTOP - HELIPAD - NIGHT

    Blades whirling.  Amid the blizzard, the man ready to escape in a super-fab streamlined
    whirly chopper ...

    Another assassin attacks Emma, pins her on her back, overlooking the city.  Stands up
    before her --

    Emma held back over gargoyle, over now snow white city ...  Knees assassin in balls.
    Flicks him backwards ...

    As his body hurtles down into the snow-covered streets, Emma rushes forward.  
    But too late:  sees --

    The chopper -- about to take off.


244     FROM INSIDE CHOPPER

    The gas-masked MAN in the white lab coat:

                 MAN
            Goodbye, Mrs. Peel!


245     EXT.  ROOFTOP

    The chopper rises slowly.

    Emma looks.  A fifteen foot leap ... Impossible.


246     FROM INSIDE CHOPPER

    A farewell wave from the gas-masked man.


247     CLOSEUP - EMMA

    contemplating the jump, beneath falling snowflakes, as the distance grows.


248     EMMA'S POV

    The rope/chain ladder coils into the chopper's belly.


249     INT.  CHOPPER - NIGHT

    Above London rooftops, after dark --

    The man (still wears gas mask) the Pilot, CO-PILOT and a Butler (ditto).  From the
    chopper, a giddy look down thru a glass command module.  A fairy tale, snow white
    city.

    OVER the RADIO, interference.  A changing of stations.  Then a CRACKLY
    broadcast of "The Merry Widow."

    As the WALTZ serenades them high above the city  -- 
    a KNOCKING from outside on the door --

    Surprised reactions.  The Butler opens the door, sees --

    Emma hanging onto the helicopter struts.  The Butler is too dumbstruck to say
    anything.

                 EMMA
                (shouts, re:  the
                gas mask)
            Anyone ever tell you you look
            like a housefly?

    Emma grabs his epauletted shoulder, yanks him up, flicks him out --

    The Butler is jerked out -- flies into the open air.  Emma watches him fall ...

                 EMMA
            Anyone else need a lift?

    The white-coated Man moves forward, but Emma is out, slamming the door, still
    clinging ...

                 MAN
                (to Pilot; intercom)
            Can't you throw her off?

    The Pilot nods, works controls, the chopper dips as --

    Blam -- !  a kinky leather boot crashes --

    Into the Pilot's face as Emma kicks in the GLASS from the front of the chopper,
    SMASHES so the Pilots can't see -- a sudden rush of cold air --

    The INSTRUMENT PANELS WHIRR round as the Pilots struggle for control --

                 VOICE (V.O.)
                (intercom)
            Where'd she go?


250     EXT.  CHOPPER TOP - CONTINUOUS ACTION - NIGHT

    with the blades whirling directly over her head, Emma crawls over the top of the
    chopper and lets herself down the other side as London's lights twinkle beneath ...

    As the Co-Pilot pokes his head out of the cockpit --

    Emma grabs him with one hand, hoists him up into the air --

    The Co-Pilot dangles over the city.  Grabs Emma.  Slithers back onto the cockpit.
    Pistol whips her.  Emma crunches back onto the metal.  Blades whirring close!  
    The co-Pilot peers into her eyes from inside the gas mask --

                 CO-PILOT
            Happy landings, Mrs. Peel.

    He raises his hand, ready to hit her again, Emma yanks him up, where his head get
    sliced off by the blades -- body and head fall away separately ...

    As Emma reacts, her legs are grabbed from below and the white-coated Man pulls her
    down the side of the chopper --

    Emma falls, but manages a flying handhold, hangs onto the chain wire below the
    chopper.  As --


251     EXT.  WIDE ANGLE - NIGHT

    The Pilot and his passenger zoom at low level over buildings.  Trying to dislodge
    Emma ...


252     THEIR POV

    Thru the blizzard, zooming down streets, landmark buildings looming up topped in
    snow, feet up ... shinnying up the chain wire ...

    "THE MERRY WIDOW WALTZ," no longer heard as old record or ensemble
    arrangement but enormous, for FULL ORCHESTRA ...


253     CLOSEUP - EMMA

    grimly hoists herself up along the struts again, hand over hand, coming up to the
    cockpit from behind --


254     BACK TO SCENE

    With a sudden movement, she yanks the Pilot out from behind and he goes flying
    towards eternity on his own.

    The chopper out of control as the white-coated Man is left to fly it himself ...


255     IN NIGHT AIR

    "THE MERRY WIDOW" BOOMS, the chopper lurches, spinning round -- up and
    down, over spiraling corkscrews, an insane waltz ...


256     INT.  CHOPPER - CONTINUOUS ACTION - NIGHT

    The white-coated Man gets control ...


257     EXT.  CHOPPER - CONTINUOUS ACTION - NIGHT

    Zig-zags down a narrow street, trying to smash Emma into sides of windows.


258     SEVERAL ANGLES

    as Emma bounces of buildings, holding on for dear life ...


259     EXT.  WIDE ANGLE OVER THAMES - CONTINUOUS ACTION - NIGHT

    The chopper dips down, dragging Emma through icy water ...

    Up ahead ... Tower Bridge ... twin peaks ... a firework display going on ... rockets and
    lights in the sky thru snowflakes ...

    Emma sees the bridge coming, reaches down and --


260     CLOSEUP SHOT

    Detaches her pocket limpet bomb and lobs it into the chopper cockpit.


261     HER POV

    The bridge looms up, chopper rising to cross it as Emma leaps onto the bridge!


262     INT.  CHOPPER - CONTINUOUS ACTION - NIGHT

    The Man sees the bomb ...

    Also flings himself onto the bridge as --

    Against b.g. of the fireworks display --


263     WIDE ANGLE - TOWER BRIDGE - CONTINUOUS ACTION - NIGHT

    BOOM! -- the CHOPPER EXPLODES.  Ball of flames.  The crowd roars in
    appreciation ... great fireworks!


264     EXT.  TOP OF TOWER BRIDGE WALKWAY - CONTINUOUS ACTION - NIGHT

    Emma picks herself up, sees the Man in the white lab coat and runs for him.

    He runs too -- towards --


265     ANOTHER CHOPPER

    which unloads a rope ladder as Emma puts on every ounce of steam ... 
    The Man reaches for the dangling ladder --
    but --


266     CLOSEUP - ON HIS FOOT

    stuck, wedged between narrow battlements.


267     BACK TO SCENE

    The Man looks at his shoe, at Emma charging towards him, at the rope ladder.  He
    pulls his foot out of his shoe and grabs the ladder, sailing off in the second chopper,
    leaving Emma panting behind.  She's soaked, frozen, gasping for breath, bending over,
    when she sees --


268     CLOSEUP - SHOE

    Emma pulls it from its wedge, looks at the inside:  --  "Trubshaw's of Jermyn Street."

                 STEED (V.O.)
            I thought it was Cinderella
            who lost her slipper ...


269     INT.  TRUBSHAW'S - DAWN

    On Jermyn Street, snow lies waist high.  BLARING SIRENS.  Searchlights.  PA
    announcements urge citizens to stay indoors ... PULL BACK to reveal a fire glows, a
    CLOCK TICKS calmly.  Emma sits with her shoe, surrounded by a pile of shoes. 
    Steed & Trubshaw beside her.

                 EMMA
            This time the shoe's on the other
            foot. You said a hand-made shoe
            was as good as a photo-fit or
            D.N.A.? Well, all we have to do is
            find the shoe that fits ...

                 TRUBSHAW
            It should be easy. A Trubshaw
            client has his shoes delivered
            personally. The Ministry should
            be able to confirm our delivery.

                 STEED
            I'll be back ...

                 EMMA
            Where are you going?

                 STEED
            Laying in supplies, Mrs. Peel weather 
            may get very nasty and I've no umbrella ...

                 EMMA
            You needn't bother. I can't drag you 
            further into this. After all, I am still 
            the chief suspect.

                 STEED
            No bother. Mother and Father think
            I've joined you. I might as well.

                 EMMA
            But --

                 STEED
                (comes back)
            Oh, and by the way, I think it's about 
            time you got rid of that chip on your 
            shoulder.

                 EMMA
            If you'd been through what I have,
            you wouldn't --

    Steed reaches and pulls off the micro-bug from her shoulder.

                 STEED
            A microtag. One of Mother's little
            toys. There you are. Free at last.

    He tips his bowler off her surprised reaction.


270     INT.  TRUBSHAW'S BASEMENT - CONTINUOUS ACTION

    An armory.  Steed stands before racks of umbrellas, displayed like ceremonial swords --
    ivory handles, duck handles, you name it ...

    Steed hefts a few, as picky as a Samurai ...


271     UPSTAIRS - HOURS LATER

    Emma surrounded by a mountain of shoes.  Triumphantly, she holds up a pair of shoe
    lasts.

                 EMMA
            Prince Charming, I presume.
            Your name is ...


272     CLOSE ON WORN PAPER LABEL

    with the name:  DARLING.

                 EMMA
            Oh my God ...


273     INT.  TRUBSHAW'S - DOWNSTAIRS - CONTINUOUS ACTION

    Steed selects his umbrella and we FOLLOW UP TO:


274     INT.  TRUBSHAW'S - UPSTAIRS - DAY

    He sees only Trubshaw.

                 STEED
            Where's Mrs. Peel?

                 TRUBSHAW
            She just left, sir. In a hurry.

                 STEED
            What?

                 TRUBSHAW
            She said you'd understand.


275     ON STEED

    Worried.

                 VOICE (V.O.)
            Ah, here we are ...


276     CLOSEUP - PIP PUFFING IN MID-AIR

    WIDEN to reveal:


277     INT.  MINISTRY ARCHIVES - DAY

    Inside the archives, among leather volumes.  A file goes through the air, passed to
    Emma ... As she reads.  A map is opened across a desk from her.

                 INVISIBLE JONES (V.O.)
            'X' marks the spot. The shoes were 
            delivered to ... an island in Hyde Park.
            Surrounded by the Serpentine. On the 
            site of a former Ministry installation...

                 EMMA
            ... and now?


                 INVISIBLE JONES (V.O.)
            Privately owned by ...

                 EMMA
            Let me guess:  Wonderland Weather.

                 INVISIBLE JONES (V.O.)
            Very good, Mrs. Peel ...

                 EMMA
            I shall need a small plane.

                 INVISIBLE JONES (V.O.)
            You're not venturing alone, surely.

                 EMMA
            I'm going to find out who killed
            my husband. Will you take these
            documents to Steed?


                 INVISIBLE JONES (V.O.)
            Of course.


278     ON EMMA

                 EMMA
            Tell him I said ... goodbye.


279     INT.  SECRET SERVICE HQ - DAY

    below the Thames as at the beginning.

    In darkest paranoia, Mother lies at the heart of his Labyrinth.  Controls around him
    flash emergency.  Panic.  Cakes piled up beside him, uneaten.  Beside him, Father.
    Brenda hands a phone.


                 BRENDA
            Steed for you.

    Mother grabs the phone, furious.

                 MOTHER
            Where's Mrs. Peel?

    He signals frantically for Father to trace the call, but being blind, Father just sits
there.

                 STEED (V.O.)
                (filtered)
            I was hoping you could tell me.

                 MOTHER
            You're getting yourself into terrible 
            trouble, my son. Weather's turning 
            very nasty -- and so am I.

                 STEED (V.O.)
                (filtered)
            I'm going to follow up on a hunch of 
            my own. If I'm right, Mrs. Peel is 
            innocent and you have a mole.

                 MOTHER
                (grabs mirror;
                searches his face)
            Where?

                 STEED (V.O.)
                (filtered)
            In your operation.

                 MOTHER
            I'm warning you for the last time, 
            Steed: whoever's behind all this, 
            looks like Mrs. Peel, walks like 
            Mrs. Peel and kills like Mrs. Peel.

    CLICK.  The line goes dead.


280     CLOSE ON MOTHER

    Furious.

                 MOTHER
            Steed??
                (to Father)
            Find Mrs. Peel.

    Brenda smiles at the thought.  Father rises, grim.


281     EXT.  SKY - DAY

    Through mist, an ultralight plane zooms down -- From the plane, Emma leaps in
    parachute ...  Down, down, down through the mist ...

    Over parkland, the parachute floats down ... To an island in the middle of the
    Serpentine river.


282     EXT.  ISLAND (HYDE PARK) - DAY

    Emma lands, buries her parachute.  Walks towards a thick jungle, then a stream.  Emma
    hops across on water lilies until she reaches land again.  Where a peacock fans its tail of
    a thousand eyes.  A CLICK of CAMERAS.

    In the midst of the jungle, Emma sees --


283     HER POV

    A red phone box.  Emma frowns in recognition; goes inside.  Picks up the phone.
    Presses "Button B", and --

    The floor goes down.  Emma goes down with it, into --


284     INT.  HYDE PARK UNDERGROUND HQ

    Formerly a Ministry installation.  The "elevator" stops.  Remembering, as from a dream,
    Emma steps out into --


285     LONG DARK CORRIDOR

    A GUARD patrols.  Emma pushes herself against a wall.  The wall gives way to flip
    round, and Emma swivels into --


286     INT.  TOTALLY DARK CHAMBER

    The door locks behind.  Alone, Emma stands warily.

    From nowhere, a chilling, disembodied voice.  Intimate.  Seductive.

                 VOICE (V.O.)
            Congratulations, Mrs. Peel. You have 
            been a worthy opponent. You have 
            tracked us down. You are within an 
            ace of winning.

                 EMMA
            This isn't a game.

                 VOICE (V.O.)
            Quite right, but we still make the rules.

                 EMMA
            Rules are made to be broken.

                 VOICE (V.O.)
            People, too.

                 EMMA
            Then who wins?

                 VOICE
            You and I. Together. But first you 
            must confront your greatest enemy.
            Who could that be, Mrs. Peel?  
            The answer is obvious ...

    Suddenly lights!

    Emma is in a hall of mirrors.

                 VOICE (V.O.)
            Yourself.

    In every direction Emma turns, a thousand reflections of herself stare back at her,
    splintered into fragments as Emma spins, freaked and confused by the multiple images.

    Emma turns into herself -- only herself drapes arms around her and kisses her on the
    lips.

    Bad Emma -- whose eyes stare into Emma's startled ones as Emma pulls her mouth
    away, staggers back; realizes too late.  The hallucinogenic lip poison.  Emma crumples
    to her knees as --


287     EMMA'S POV

    Sees "herself" above her, before she -- falls unconscious.


288     EXT.  COUNTRY ROADS - DAY

    Steed's Jag races, skids in bad weather.


289     INT.  CAR

    Behind the wheel Steed, his face grim, concentrates on the slippery road.  On the seat
    next to him the snow shaker with little Emma inside --

                                 
     DISSOLVE TO:


290     INT.  UNDERGROUND H.Q.

    As if in a dream, Emma awakes captive inside a bizarre cage:  A life size snow shaker.
    Emma "swims" in viscous air,    suspended like a mermaid.  Thru glass she sees --

    A face peering in:  Father.

                 FATHER
                (filtered)
            Emma in Wonderland. Welcome,
            Mrs. Peel.
                (filtered)
            We've been expecting you. We hope 
            you'll enjoy your stay with us. 
            Decontamination is almost complete.

                 EMMA
            Decontamination -- ?

                 FATHER
            And you've a new wardrobe. He
            does want you to look attractive.
                (beat )
            He tells me you're very beautiful.

    Emma pounds the glass in frustration.

                 FATHER
            Relax, Mrs. Peel. We're hundreds
            of feet below ground. The Ministry
            made it impregnable. No one can
            save you.


291     EXT.  SPIRES OF ETON COLLEGE - EVENING

    as Steed drives towards it ...


292     INT.  UNDERGROUND HQ - DINING ROOM

    Bathed in candlelight.  A romantic supper for two ...

    A door opens, admitting -- Emma. Dressed, coiffed, super-glamorous.  She locks
    around, sees another door.  In search of escape she hastens to open it, only to reveal --

    A giant rabbit -- the one we saw at the Teddy Bear meeting.

    Emma gasps in surprise, moves back into the room as he advances, removing the 
    head -- it's Dr. Darling!!!


                 DR. DARLING
            Emma, my dear. How lovely you
            look.

    He steps out of the rest of his costume ...

                 EMMA
            Would that I could say the Same.

                 DR. DARLING
            Ah, but you haven't see the real
            me. Watch closely ...

    He pulls at his face, which bubbles and collapses as he walks towards her --

    Emma's horrified expression, eyes widening as --

    Dr. Darling turns into ... Peter!

                 EMMA
            Peter ...

                 PETER
            Darling Emma --

                 EMMA
            It was you ... all the time?

                 PETER
            Not really. Not quite. I'm
            afraid you still don't see ...

    Again he claws at his face, pulling, twisting ...

    Emma winces at the sight, her eyes popping out of her head.

    It's Valentine!

                 TEACHER (V.O.)
            Valentine Peel ...


293     EXT.  ETON COLLEGE - EVENING

    beneath Gothic turrets pupils in top hats and tails.

                 OLD TEACHER (V.O.)
            Yes, I remember him quite well ...

    PULL BACK THROUGH windows to reveal:  Steed and an OLD TEACHER in the
    beautiful library.

                 OLD TEACHER
            This is where he used to spend his
            days. We have an old photograph
            somewhere ...

    He's flipping through yearbooks, then shows Steed --


294     CLOSEUP - PHOTO

    of Valentine Peel on stage, in wizard's garb.  Made up as an old man ...


295     BACK TO SCENE

                 TEACHER
            Absolute wizard with makeup. His
            favorite roll from Shakespeare.
            Prospero ...

                 STEED
            'The Prospero Project...'

                 TEACHER
            ... From The Tempest. A banished
            duke, ousted by his brother,
            marooned on a magic island. Who
            controlled the weather.


296     CLOSEUP - STEED

    grim.

                 STEED
            'O Brave New World that hath
            such people in it.'


297     BACK TO DINNER TABLE

    Emma frozen, sinks into a chair, staring ...

                 EMMA
            You.

                 VALENTINE
            Darling Emma -- yes, we:  the true 
            genius behind the Prospero Project ...

    He walks around the dinner table as he talks ...

                 EMMA
            But you died -- in the explosion ...


298     FLASHBACK - CLOSE ON HAND IN WHITE GLOVE

    Twisting the dial.  PAN UP the arm to reveal Valentine.

                 VALENTINE (V.O.)
            Oh, no. I arranged the explosion.


299     BACK TO PRESENT

                 VALENTINE
            A slight miscalculation -- my face 
            was burned beyond recognition.
            Fortunately my research into plastics 
            came in handy ...

                 EMMA
                (stunned)
            Dr. Darling, Peter ... all you ...

                 VALENTINE
            An unholy trinity ...

                 EMMA
                (stands)
            You killed my husband.

                 VALENTINE
            For starters. Of course I had to kill 
            the Teddy Bears, as well ...

                 EMMA
            Too many cooks --

                 VALENTINE
            Spoil the majority shareholders. In 
            Wonderland Weather. I planned 
            everything, even the Ministry 
            recruiting you ...

                 EMMA
            But I found you. All the clues
            led me here ...

                 VALENTINE
            Of course. I planned that, too.

                 EMMA
            But -- why?

                 VALENTINE
            You disappoint me, Emma.  Can't
            you guess?
                (moves toward her)
            For you. It was all for you ...

                 EMMA
                (cold)
            'Our revels now are ended.'

                 VALENTINE
            Oh, no, Emma. They've only
            just begun ...


300     INT.  INVISIBLE JONES' OFFICE - NIGHT

    The phone hangs in the air -- with the smoking pipe.

                 INVISIBLE JONES (V.O.)
            The shoes were delivered to an island 
            in the Serpentine - former Ministry 
            installation ... she said to tell you 
goodbye. What?


301     CLOSEUP - STEED IN RED PHONEBOX (SOMEWHERE) - NIGHT

                 STEED
            I said it's not goodbye yet.
            Listen, I'm going to need some
            help. In a hurry ...


302     INT.  HYDE PARK UNDERGROUND - DINING ROOM

                 VALENTINE
                (indicates supper)
            Think of this as your second
            wedding feast ...

                 EMMA
            I'm already married ...

                 VALENTINE
            Come, come, you're a widow -- a
            most attractive widow. Now I think 
            of it, we'll need a bridesmaid. Here.

    He pushes a button.  Bad Emma enters.  Tattooed Z424.  Unmistakably hostile.

                 VALENTINE
            My latest model. A compound of 
            plastics and sensor chips. A big 
            improvement on the old X404s.
            The poor thing is quite fond of me. 
            Emma, say hello to Emma.

    BAD EMMA HISSES, a strange mix of STATIC and FEEDBACK.

                 VALENTINE 
            You know, I believe she's actually 
            jealous.

                 EMMA
            Valentine, listen to me ...

                 VALENTINE
            Right, bridesmaid. Now what
            have I left out? Oh, yes, I know:
            the ring.

                 EMMA
                (covers her hand)
            Ring?

    He stands very near her -- she's terrified -- then:

                 VALENTINE
            How silly of me -- let me make
            you comfortable first ...

    As he advances, ZOOM IN EXTREME CLOSEUP Emma's eye

                                 
     DISSOLVE TO:


303     INT.  ISLAND (HYDE PARK) - NIGHT

    Another ball, WIDEN to reveal, from the lake, an odd eight foot high plastic ball
    emerges -- The ball lands on the shore.  From the inside, a zip peels away the plastic
    layer to reveal --

    Steed, like an urban dandy in suit and bowler.  A rose in his lapel.  He steps out, and,
    poking with his umbrella --

    Deflates the inflatable plastic submarine.  Steed heads off -- CAMERA EYES the
    peacock swivel towards him, as he heads into the jungle where he sees the --


304     RED PHONEBOX

    Steed picks up the phone.  Presses all the buttons until he hits "Button B."  As the floor
    lowers, his eyes widen in surprise ...



305     SARCOPHAGUS

    carved in Emma's likeness.  Lowered from the ceiling hydraulically into --


306     INT.  VALENTINE'S HIGH-TECH TORTURE CHAMBER - CONTINUOUS
 ACTION

    as Valentine descends spiral steps to join it.

    Valentine opens the coffin to reveal Emma strapped within.

                 VALENTINE
            That's better. I say, isn't this 
            where you came in? It's
            impenetrable, by the way ...

                 EMMA
            You're mad.

                 VALENTINE
            Entirely. On the other hand
                (he advances towards
                her, smiling)
            Mad people get things done. Let
            me show you --


307     INT.  UNDERGROUND H.Q. - CONTINUOUS ACTION

    Steed stealing down a corridor and --

    hides, as a posse of guards rushes past, alerted by the peacock cameras.  He waits till
    they pass, then reaches out his umbrella, and --

    Nabs Father around the neck who was feeling her way after them.  Brings her down.

                 FATHER
            Steed

                 STEED
            How did you guess?

                 FATHER
            You reek of Mrs. Peel's Black
            Leather ...

                 STEED
            It was you who gave Valentine
            Peel his security clearance ...
            you're the mole who betrayed
            the Ministry.


                 FATHER
            Mother betrayed me. She was 
            going to replace me with a younger 
            Father.  Errand boy that's all I was.  
            'Find Steed...'

                 STEED
            Well, you found me. Have a sniff of 
            this, why don't you? Careful, the 
            scent can be overpowering ...

    Holding Father securely, Steed forces her nose into his rose boutonniere, squeezes the
    rubber tube, sprays a Mist.  Father passes out.  Steed rises, locks around.
    Sees --

    A grille and removes it, climbs in and replaces it before the guards return.  He turns 
    and --


308     INT.  DUCTS - CONTINUOUS ACTION

    crawls forward through a mass of wires and plumbing --
    until he hears a VOICE -- VALENTINE'S.

    Steed reaches another grille, through which he can see --


309     INT.  TORTURE CHAMBER

    Emma's coffin, standing on end, like the Iron Maiden faces a wall of TV monitors as
    Valentine explains.

                 VALENTINE
            People expect weather to be free. 
            They're used to it. I call that a 
            denial of freedom. No freedom of 
            choice. An abuse of human rights. 
            They buy water, electricity, gas. 
            Why shouldn't they be able to buy 
            their own weather if they want to? 
            If they have a little incentive ...

    Emma reacts -- also Steed (unseen) behind her.

                 EMMA
            Such as?

                 VALENTINE
            Destruction of their local weather 
            systems. I can zap a thousand 
            Chernobyls into the air.

                 EMMA
            The result would be ...

                 VALENTINE
            Chaos. Transport paralysis. Crop 
            failure.  Economic disaster.  
            Frostbite or sunburn ... on a 
            massive scale. 
            You've seen a few samples...

                 EMMA
            Then what's stopping you?

                 VALENTINE
            One very small thing. A diamond
            'cyclone' chip. A thousand times
            more information on a fraction of
            the size. If I possess that, my
            powers would be unlimited. My
            dear half-brother was developing
            it. But he suspected sabotage.
            He gave the chip to ... you,
            'Mrs.' Peel. I want you. But
            also your ring.

    Valentine takes her by the hand. Kisses --


310     CLOSEUP - HER RING

A diamond.  In the light, a patterned imprint.  ZOOM IN -- a complex fractal equation of circuits.


311     BACK TO SCENE

                 VALENTINE
            The missing piece of the jigsaw.
            I tried to get you to give it to me 
            as Peter; I tried to steal it from 
            you as Dr. Darling. As myself I'll 
            be a bit less subtle.
                (he slips it off her
                finger; holds it up)
            With this ring my plan will be
            complete.

                 EMMA
            How Wagnerian ... Do you mean 
            to say you've waited all these 
            years because you couldn't create 
            a chip on your own? That would 
            have amused Peter.

                 VALENTINE
            Speaking of Peter, there's more good 
            news: You won't even have to change 
            your last name. You'll always be Mrs. Peel.

                 EMMA
            What are my choices?

                 VALENTINE
            Choices?

                 EMMA
            I'll never marry you.

    Valentine is philosophical.  He spins the sarcophagus on an axis, lying it flat -- Emma 
    lying in her coffin as he looks down at her --

                 VALENTINE
            One out of two isn't bad. I'll keep you 
            alive, darling Emma. In a year or five, 
            you may change your mind. If you're 
            still in it.

    Valentine presses a button.  From the ceiling -- a surgical laser.  Moves down to within
    inches of her face.

                 VALENTINE
            This little toy gave me back my face.
            It can replace yours. What do you think?
            Medusa? Madame Defarge? Maggie
            Thatcher?

    He marks an imaginary line round Emma's face.

    An ALARM BELL RINGS.  Emma reacts.

                 FATHER (V.O.)
            Dr. Darling, this is Father. We
            have an intruder. I repeat --

    Valentine switches off the PA.

                 VALENTINE
            Ah. That will be Steed. He followed 
            you. Please excuse me. I have work 
            to do. My most spectacular 
            performance. A ballet of clouds. It 
            was made for you. I want to give you 
            a heart, Emma. I want all of London 
            to see it. And now with this ...
                (flourishes ring)
            They will.
                (leans close)
            And for an encore: the biggest cyclone 
            in history will wipe the City from the 
            face of the earth.
                (winks)
            Shape of things to come, my darling.

    He stuffs a gag into Emma's mouth and closes the coffin on her muffled protests. 
    Darkness.

    Immediately, Steed tries to force his way through the grille.  No such luck.

                 STEED
            Blast. What to do? Mrs. Peel!

    He doesn't dare say her name too loud -- and there's no telling if she could hear him in
    that thing, anyway.

    He turns around in the tunnel -- heads the other way.


312     EXT.  SKY OVER LONDON - NIGHT

    Moonlight night.  Dark clouds approach like an army, spreading shadows.


313     INSIDE CLOUDS

    MOISTURE SPITS and CRACKLES, static energy waiting to explode ...

    In the sky -- clouds join together like a genie from a lamp, forming -- over the city -- a
    strange dark sensuous figure, half human, half dreamlike.

    That stalks the city....


314     INT.  DUCTS - CONTINUOUS ACTION

    Steed crawling.  A rat runs over him ...

                 STEED
            The things I do for England ...

    Pitch dark, then --

    Emma's coffin is opened and we see Bad Emma, looking down.

    Bad Emma stares at her human double -- Emma: who looks imploringly at her to undo
    the gag.  Bad Emma removes it, she --

    Runs a finger down Emma's body, inside a hole torn in the leather -- warm human flesh.
    Blood.  Her flesh.  Her blood.  Fascinated.

                 EMMA
            You must let me go ...

    Bad Emma listens.  Gently lays her head on Emma's breast, listens to --
    the HEARTBEAT.  Ba-boom.  Ba-boom ...

                 EMMA
            Don't you understand? If he has
            me, he'll have no use for you ...
            he'll destroy you ...

    The words jolt Bad Emma back, remembering her mission.  She goes to the laser, aims
    it at Emma's face!

                 EMMA
            No...

    Bad Emma hesitates, looks strangely human as --


315     ANOTHER PART OF UNDERGROUND H.Q.

    The grille pops off and Steed emerges where the guards are waiting for him --

                 STEED
            Oh, dear.

    No escape.  He takes off his bowler -- deftly removes a strip from its brim, aims it at
    the guards, and --

    Hurls it ...


316     CLOSEUP - BOWLER (IN FLIGHT)

    A glinting razor's edge, which --

    Swoosh -- !  Slices into the closest guard before returning, like a boomerang to Steed.
    He taps twice hard steel as ...


317     OTHER GUARDS

    run towards him, Steed swivels gracefully and - slams the bowler in their faces, a
    sartorial knuckleduster -- wham -- !  One drops -- Bam -- !  The other collapses, slump
    to the ground.  Steed stoops down, picks up his hat, sees --

    A dent in its steel top.  For the first time, Steed loses his cool.  Genuine rage.

                 STEED
            Someone's going to pay for this.

    Stepping over the nearest body, Steed moves on his way, as --


318     CLOSEUP - VALENTINE

    places a ring inside a control module filled with identical-looking diamond chips ...

    WIDEN to reveal ...


319     INT.  CONTROL ROOM - NIGHT

    Masses of dials and switches.  ( Off to one side, on a wall, a rack of rapiers ... )

    Valentine hits a switch ...

                 VALENTINE
            Start the countdown. Action
            stations. Five minutes ...

    The countdown starts, red digitals going backwards --

    Colorized computer screens map out hostile weather fronts.
    A COMPUTERIZED VOICE STARTS to COUNT.  The CLOCK TICKS.

    Father enters behind him.

                 FATHER
            Congratulations. The clouds are
            on course ...

                 VALENTINE
            To explode. London will be ashes.

                 FATHER
            Not yet! They haven't heard our
            terms ... !

    Father tries to hit the switch.  Valentine yanks her off.

                 VALENTINE
            Are you insane? Stop the program
            and you activate the auto-destruct!

                 FATHER
            But all those people -- !

    Valentine strikes her hard --

                 VALENTINE
            My cloud ballet! My cyclone!

    Father slides to the floor.  Valentine ignores her.  Concentrates on the control panel red
    lights, as --


320     EXT.  PARLIAMENT SQUARE - NIGHT

    Up in the sky, more white clouds --

    Darken into boiling black.  They move and billow.  Bubbling with gases and energy
    Swirling with motion, a life of their own.

    FROM river, a scarlet fog floats upwards.  It gains mass and weight, slowly forming as
    it rolls --


321     THROUGH CITY STREETS

    then RISES ABOVE them -- into a weird pulsating red shape.
    A love heart.


322     CLOSEUP - DIGITAL READOUTS

    Whirling backwards ...


323     INT.  MOTHER'S UNDERWATER HQ - CONTINUOUS ACTION

    Mother at the controls.  RINGS the ALARM.  Panic stations as -- SIRENS BLARE. 
    WARNINGS RING OUT OVER TV and RADIO --

                 MOTHER
            Dense cloud formation moving south-
            west. On course for the center of the 
            city. A fog floating in from the river. 
            The prediction is ... unstable chemical 
            reaction. Enforce the curfew ... 
            Emergency stand by ... !


324     EXT.  SKY OVER BUCKINGHAM PALACE - NIGHT

    Bad storm clouds advance over London ... black and furious.


325     OVER CITY - SEVERAL ANGLES

    As shadows in a whirl of chemical matter.  An airborne CYCLONE of BELCHING
    static ELECTRICITY.  The black shape now --

    Forming a sensuous female shape.  Like a dream wisp of ...

    Emma Peel with an hourglass figure.  While --


326     FROM RIVER

    The heart-shaped cloud seems to -- move towards the black genie shape -- trying to
    connect, to form the cyclone ...


327     EXT.  LONDON STREETS - SEVERAL ANGLES - NIGHT

    Action stations.  AIR RAID SIRENS ...

    Like a re-run Blitz.  Streets now eerily empty and dark.
    Through deserted streets --

    Troops race to positions in gas masks.  Searchlights illuminate clouds.  Worried faces
    watch the skies, as --


328     CLOSEUP - DIGITAL NUMBERS

    Fly ...


329     INT.  HI-TECH TORTURE CHAMBER - DAY

    Chaos on all TV monitors as ...

    Valentine hastens down the spiral steps and opens Emma's coffin.  What will he find??
    Emma's there, still gagged.  Looks asleep.

                 VALENTINE
            My dear.
                (pulls the gag:
                kisses her)
            I wouldn't want you to miss the
            grand finale ...

    Emma opens her eyes.  Valentine looks down at her, until -- a tell-tale sign:  Z424. 
    Bad Emma is unmistakable.  He strikes her -- yanks her out of the coffin.

                 VALENTINE
            Find her. Kill her ...

    He races back upstairs as ...


330     INT.  UNDERGROUND HYDE PARK - HQ CATWALKS - CONTINUOUS
 ACTION

    Emma makes her way through the labyrinthine superstructure of the place, crawling
    high on a girder over some BURBLING LIQUID below.  She hears NOISE IN the
    DISTANCE.  Suddenly --


331     INT.  UNDERGROUND HQ - STEED - CONTINUOUS ACTION

    Steed battles more guards!  No time to lose.

    Wham -- ! Bam -- ! Now moving with deadly earnest, Steed downs all oncomers,
    closing in on --


332     INT.  UNDERGROUND CONTROL ROOM - CONTINUOUS ACTION

    Steed rushes in, BOLTS the AIRLOCK behind.  Pounding on door.

    He sees the timer racing backwards -- stands over the controls, trying to figure out how
    to stop the program.

    Looks for the chip -- amongst all the rest it's like trying to find a contact lens in
water.


333     FLOOR-LEVEL HATCH

    opens behind.  Valentine emerges, drops the HATCH COVER with a THUD.  Steed
    whirls.

                 VALENTINE
            John Steed.

                 STEED
            Valentine Peel. I see you've gone 
            back to using your original face.

                 VALENTINE
            The last one you'll ever see.

                 STEED
            Perish the thought.

    Valentine fulls forth a rapier from the wall.

                 VALENTINE
            Did they tell you at Eton that I
            was fencing champion, too?

    Steed unsheathes his umbrella, revealing ditto.

                 STEED
            They said you were a very naughty 
            boy.

    The fight is on as the numbers grow smaller!


334     SEVERAL ANGLES

                 VALENTINE
            You're better than I expected.

                 STEED
            I was at Harrow ...

                 VALENTINE
            But did they teach you this?

    Valentine whacks the blade off Steed's umbrella handle.  Laughs.  A diminished phallic
    symbol.  Steed, dumbfounded.

    Valentine advances towards Steed --

    Who points the umbrella at him.

                 STEED
            Bang-bang ... you're dead.

                 VALENTINE
            You wish.

    He moves to close in, when ...


335     CLOSEUP - FLASH OF LIGHT

    from the muzzle, as a BULLET ZIPS out, and --


336     VALENTINE

    recoils.  Blood streams from his shoulder.  He looks up, devastated.  Steed blows
    smoke away from the muzzle.

                 STEED
            One shot -- for emergencies.

                 VALENTINE
                (clutches wound)
            That's not playing by the rules.

                 STEED
                (echoes Emma!)
            Rules are made to be broken.

                 VALENTINE
                (pulls his own gun)
            If you say so.

                 STEED
            I do.

    He FIRES again.  To the heart.  Valentine spins to the floor.

                 VALENTINE
            You said ... one shot.

                 STEED
            Did I? My mistake.

    Steed turns to the console, tries to figure out how to stop the countdown, when behind
    the hatch opens again, revealing Emma.  Valentine pulls her up, grabs her as hostage --

                 VALENTINE
            I wouldn't do that, if I were you.

    Steed turns.

                 STEED
            Mrs. Peel -- !

    Valentine has Emma, a knife to her throat, stands over the hatch.

                 VALENTINE
            Bullet-proof waistcoats -- just the 
            thing. I get mine from Trubshaw's. 
            We'll be off now, won't we, darling?
                (to Steed)
            We wouldn't want to miss the
            fireworks. Figure it out if you can, 
            Steed ...


337     DOWN HATCH

    Valentine drags Emma, bolting the hatch.


338     ON STEED

    He's torn briefly, but there are thousands of lives at stake; Steed goes to the control
    module and starts pulling out chips, looking ...


339     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

    The biggest cyclone you've ever seen starts slowly whirling above the city, gathering
    momentum ...


340     NUMBERS

    going down, down, down, as ...


341     INT.  CATWALKS - CONTINUOUS ACTION

    Valentine drags Emma backwards ...


342     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

    The cyclone picking up force ...


343     CLOSEUP - STEED'S HANDS

    pull up a chip.  The red numbers freeze.  WIDEN to reveal...


344     INT.  CONTROL ROOM - CONTINUOUS ACTION

    The SIRENS CEASE.  Steed allows himself a smile of relief.


345     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

    The giant cyclone begins to break apart ...


346     SEVERAL ANGLES - DYING STORM


347     CLOSEUP - RELIEVED FACES

    Troops pulling off gas masks as ...


348     INT.  CONTROL ROOM - ON SCREENS - CONTINUOUS ACTION

    Steed sees the breakup of the cyclone ...

    Then -- behind him -- an ominous CLICK-CLICKING as the PROGRAM reconfigures.
    A DIFFERENT ALARM BUZZER SOUNDS and the words: 

 "AUTO-DESTRUCT, 3 MINUTES"

    start flashing ...

    A different set of numbers start running backwards ...

                 STEED
            You must be joking ...

349     EXT.  CATWALKS - CONTINUOUS ACTION

    Valentine, dragging Emma, reacts to the new ALARMS.

                 VALENTINE
            Fool ...

    In his hesitation, Emma suddenly makes her move.  A struggle -- Emma takes a bad fall
    down a landing below.  Ugly THUD.  Dead.

                 STEED
            That will do.

    He's materialized across the girder from Valentine.  Who pulls his revolver.

                 VALENTINE
            Aren't you forgetting about
            something?

                 STEED
            You are, and it's behind you.

                 VALENTINE
            Come, come. You don't really
            expect me to fall for --

    Bad Emma's arms go 'round Valentine in a lethal embrace.

                 VALENTINE
            Let go, you ... idiot ...

    Uh uh.  She holds him in a vice-like grip.  Hugging Valentine.

                 STEED
            I think she really likes you ...
            Where's Mrs. Peel?

                 VALENTINE
            Ugh ...

    As the life is squeezed out of him, Bad Emma finally smiles.  Cradled together, she
    chokes Valentine, who gasps for breath, as --

    One last desperate move on his part and Bad Emma tumbles backwards, Valentine
    locked in her arms in a dying embrace.

    They fall into the mists and liquid below.

    Steed almost falls himself as he grabs a beam for support.  Looks down, sees ...


350     EMMA

    Dead.

                 STEED
            Emma!

    He has said her name.  He scrambles down to her body.

    Emma lying sprawled out on the ground.

    Steed picks up her limp body in his arms like "Sleeping Beauty."  His eyes fill with
    tears.  He lays her down.

                 STEED
            Emma ...

    He produces Peter's ring.


351     CLOSEUP - RING

    Slips it onto her finger and ...


352     BACK TO SCENE

    Kisses her.  A chaste kiss on the lips.  But with the force and passion of a lover.  He
    closes his eyes, looks away in grief.  The ALARM STILL SOUNDS but Steed doesn't
    give a damn.

    Behind, Emma opens her eyes.  As if revived by the kiss.  Or the ring.  Looks up at
    him.

                 EMMA
            Steed?

    Steed looks back at her -- surprise, delight.

                 STEED
            Mrs. Peel?

                 EMMA
            What kept you?

                 STEED
            The plot.
                (realizing)
            Hello, we must be going ...


353     CLOSEUP - AUTO-DESTRUCT NUMBERS

    Racing backwards as ...


354     SEVERAL ANGLES

    Steed pulls Emma through the catwalks and corridors of Valentine's Labyrinth ...


355     MORE NUMBERS

    racing to zero, nothing to stop them ...


356     INT.  TORTURE CHAMBER - CONTINUOUS ACTION

    Steed and Emma race in -- she sees the sarcophagus.

                 EMMA
            Quick!

    Emma scrambles in and Steed leaps on top of her, bringing down the lid as ...


357     SEVERAL ANGLES

    3-2-1 -- and a BLAST like a nuclear EXPLOSION -- as the Underground HQ is
    fragmented to smithereens -- Emma's " coffin" goes flying ... as the SCREEN WHITES
 OUT.


358     EXT.  ALBERT BRIDGE - NIGHT

        Beneath the clear moonlight, all bulbs on -- like Xmas.


359     BELOW

    it floats the coffin -- which opens, revealing ...

    Steed and Emma, squashed together, gasping for breath.

                 STEED
            'The owl and the pussycat went
            to sea -'

                 EMMA
            '... in a beautiful pea green boat...'

                 STEED
            A fine night, Mrs. Peel ...

                 EMMA
            Still a bit chilly ...

                 STEED
            English weather. You know, after 
            all we've been through, I should 
            say we deserve a long holiday ...

                 EMMA
            Have you any place in mind?

                 STEED
            As a matter of fact I have ...

    The coffin drifts downstream in the moonlight.

                                 
 SLOW DISSOLVE TO:


360     EXT.  SIBERIAN ICE FIELDS - DAY              360

    A few weeks later.  Across snowy wastes, a pack of Huskies drag a sled behind them,
    WHIP CRACKED by a --

    Frozen fur-clad Siberian peasant.  As he turns a corner, dogs stumble from ice and
    snow into --


361     SAND

    The peasant stops, stares.


362     AHEAD OF HIM

    Sun beats down.  A tropical beach.  A warm sea.  A butler, Trubshaw.  POPS a
    CHAMPAGNE CORK.  From a tent, he brings two glasses down the beach to


363     TWO DIVAN-STYLE DECK CHAIRS

    Where Steed and Emma toast in the sun.  Steed in a smoking jacket, Emma in a bikini.

                 EMMA
            I don't recall Siberia being this
            warm, Steed.

                 STEED
            It's the latest thing, Mrs. Peel.

                 EMMA
            Our little paradise -- just made
            for two?

                 STEED
                (looks; frowns)
            Not quite.

    On cue from the water, Mother emerges, snorkeling in his wheelchair contraption --
    with Brenda.  He waves to --

                 STEED
            Our chaperon.

                 EMMA
            Pity your mother came, too ...

    Steed seems peeved that his chance to be alone with EMMA is spoiled.  Trubshaw
    pours glasses of champagne.

                 STEED
            Still a little warm, Trubshaw.
            Is this the '28? A little more
            ice, I think ...

    Trubshaw trots off dutifully.  A large ice bucket appears.  Mother moves in.  Absorbed
    by Emma, now his new protegee.

                 MOTHER
            About your next assignment, Mrs.
            Peel ...

                 EMMA
            Next assignment?

    Steed gives his champagne to the Siberian peasant.  He presses a switch -- an umbrella
    shoots up between them, opens up, twirls.

    PULL BACK to reveal the strip of beach, like a tiny bubble of tropical weather. 
    Against a Siberian b.g. of snow.  As we WIDEN we REVEAL a giant glass bubble,
    hearing --

                 EMMA (V.O.)
            Ah ... sun tan lotion. Any shops
            nearby?

                 STEED (V.O.)
            Must be. Trubshaw's busy. I'll
            send Mother ...

    PULL BACK to reveal no shop for miles around.

                 MOTHER (V.O.)
            Ahem. As I was saying, perhaps
            another macaroon ...

                 EMMA (V.O.)
            Thank you, Steed.

                 STEED (V.O.)
            Thank you, Mrs. Peel.

    Behind the umbrella -- LAUGHTER.  CHINK of GLASSES.

                                 
         FADE OUT.




                 THE END

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