Сценарий фильма мстители на английском

• • Автор сценария:
  • Сидни Ньюман
  • Дон Макферсон
• • Режиссер:
  • Джеремиа Чечик

                                        









                                        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