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ALL SCRIPTS





Avengers












					THE AVENGERS



				Screenplay by Don Macpherson



























					June 21, 1995







1	BLUE SKY WITH CLOUDS

	PAN DOWN to reveal:


2	EXT - SALTFLATS - DAY

	A flat horizon, stretching to infinity.

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


3	RED PHONE BOX

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

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

	The PHONE RINGS.

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


4	IN DISTANCE

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

	ZOOM! --


5	CAR	

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

	SCREECHES to a halt.

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


6	KINKY BOOT

	in black leather.

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


7	BEAUTIFUL WOMAN

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

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

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

	From the receiver, an irritated official voice.

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

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

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


8	INSIDE PHONE BOX

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

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


9	INT.  LABORATORY

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


10      FROM AIRLOCK DOOR

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

					PETER
			Ready, darling?

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

					EMMA
			Ready as I'll ever be ...

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


11      LONG CORRIDOR

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

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

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

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

					PETER
			Anything else?

	Valentine smiles, shrugs --

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

					EMMA
			Thanks, Valentine ...

	Emma gives him a quick peck on the cheek.

	A shy look from Valentine at Emma.  Peter senses

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

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

	He takes a ring from his finger --


12      CLOSEUP - DIAMOND GEM

	on a gold ring.


13      BACK TO SCENE

	He slips it onto her finger.

					PETER
			Something to remember me by.

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

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

					EMMA
			One sunny day ...

	The countdown ECHOES around them as they separate.


14      IN DISTANCE

	Valentine watches her.


15      INT.  LAB CHAMBER

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

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

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


16      FROM EMMA'S POV

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


17      UP IN CONTROL ROOM

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

					VALENTINE
				(thrilled)
			Readings still normal ...

	The assistant smiles oddly.  FOCUS ON --

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


18      EXT.  SALTFLATS - DAY

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


19      DOWN BELOW

	A temperature gauge rises.

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

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


20      CLOSEUP - WHITE GLOVED HAND ON DIAL

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

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

	Suddenly a BLIP.  Something wrong.


21      DOWN IN HIS VAULT

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

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


22      IN CONTROL ROOM

	Needles push off the dials, as --

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

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


23      INSIDE COFFIN

	Peter's glass cracks

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


24      IN HER COFFIN

	Emma realizes; looks to Peter --


25      EXT.  SALTFLATS - DAY

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


26      INT.  CONTROL ROOM - CONTINUOUS ACTION

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

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

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

					VALENTINE
			Emma ...


27      FROM HER VAULT

	Emma undoes the straps, clambers out of her pod


28      ANGLE (IN DREAMLIKE SLOW MOTION)

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


29      BACK TO SCENE

					VALENTINE
			Get out! Leave him -- ! Emma!


30      RAPID INTERCUTS

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

					EMMA
			Peter!

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

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

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

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

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


31      ABOVE GROUND

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


32      CLOSEUP ON EMMA'S DIAMOND RING

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


33      BACK TO SCENE

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

	As a GROWLING sound grows till

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


34      ANGLE (IN EXTREME SLOW MOTION)	

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

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

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

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

	CREDITS SEQUENCE.


35      SERIES OF SHOTS

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

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

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

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

	A thorned stem, sharp to the touch --

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

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

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

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

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

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

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

	PISTOL SHOTS OVER as:


36      INT.  EMMA'S BEDROOM - PRE-DAWN

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

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

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

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


37      HER POV

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


38      BACK TO SCENE

	Emma frowns, annoyed.


39      EXT.  STREETS - DAWN

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

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

40      LONDON (1999)

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

	Over the RADIO, a plummy voice:

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

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

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


41      EXT.  STEED'S GARAGE - DAWN	

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


42      INT.  STEED'S FLAT - DAWN

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

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

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

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

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

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

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

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

					STEED
			Brenda -- ?


43      FROM ABOVE HIM

	a voice --

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


44      BACK TO SCENE

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

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

					STEED
			Mother. I thought you were burglars.

					MOTHER
			Brenda and I thought we'd drop in.

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

					BRENDA
			See how you're getting on ...

					STEED
			Something in the wind?

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

					MOTHER
			Weather's turning nasty.

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

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

	Brenda coolly files her nails.  A flash of jealousy.

					STEED
			'Her'?


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

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

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

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


46      AT DOOR

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


47      IN CORRIDOR

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

					MESSENGER
			Dr. Peel?

					EMMA
			Thank you ...

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

					EMMA
				(reads)
			'Please answer the Telephone.'

	Emma looks: The phone sits there.

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

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

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

					EMMA
			Kippers ...?


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

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

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

	-- an astonished uniformed commissionaire.


49      INT.  BOODLES' LOBBY - CONTINUOUS ACTION

	A PORTER approaches her, equally surprised.

					PORTER
			May I help you, madam ...

					EMMA
			Mr. John Steed, please.

					PORTER
			I'm afraid that's impossible.

					EMMA
			Impossible?

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

					PORTER
			You are female?

					EMMA
			As you see.

					PORTER
			Then you can't come in.

					EMMA
			I have an appointment.

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

					EMMA
			Really -- what happened in 1922?

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

	The Porter rushes up to restrain her.

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

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

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


50      INT.  BOODLES - TURKISH BATHS - DAY

	Thru a cloud of steam in an oriental room

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

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

					STEED
			Doctor Peel, I presume?

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

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

					STEED
			I was about to throw in the towel.

					EMMA
			I had a spot of bother at the door.

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

					EMMA
			1922. Why the kippers?

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

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

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

					EMMA
			Whereas you are.

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

					EMMA
			Rules are made to be broken.

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

					EMMA
			And just what is the game?

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

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

					STEED
			Much better.

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

					STEED
			I didn't. Mother did.

					EMMA
			Mother?

	Steed steps closer, smiling.

					STEED
			I expect you'll like him.

	Off Emma's reaction --


51      EXT.  THAMES RIVER (NEAR WHITEHALL) - DAY

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

	Wearing racing goggles, windscreen down --

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

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

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

			RIVER THAMES WATER AUTHORITY
					No Admittance

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

52      LARGE WINDOW CURTAIN

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

53      INT. SECRET SERVICE HQ - UNDERWATER - DAY

	Mother in his wheelchair, pulling the curtain cord.

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

	A delicate CLOCK on the mantel CHIMES FOUR.

	Mother wheels himself forward and hooks onto the kettle.

					MOTHER
			Shall I be mother?

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

	Catches Emma's wandering lock

					MOTHER
			I expect you're wondering where
			you are.

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

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

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

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

					EMMA
			Hmmm ...

					MOTHER
			Looks like rain, Steed...

					STEED
			... Showers followed by sunny periods.

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

					MOTHER
			Oh, yes we are.

					BRENDA
				(to Emma, cunning)
			Macaroon?

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

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

54      IN DARKNESS

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

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

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

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

					EMMA
			Let me guess -- 'Father'?

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

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

					EMMA
			You're --

	Blind ... Father smiles.

					FATHER
			God, you're quick.

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

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

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

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

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

					STEED
			Global warming?

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

					EMMA
			How curious ...

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

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

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

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

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

	Emma hesitates, unsure for the first time ...

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

	She gets up, ready to go.

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

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

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

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

					EMMA
			Me, isn't it?

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

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

					EMMA
			You're saying I have no choice.

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

					EMMA
				(very arch)
			Ropes?


55      INT.  SECRET SERVICE HQ SHOOTING GALLERY

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

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

Emma, who works at reloading as


56      HIGH ABOVE IN ONE-WAY MIRRORED GALLERY

	looking on, Mother with Steed.

					STEED
			Think she really killed those agents?

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

					STEED
			Amnesia?

					MOTHER
			Possibly. Split personality ...

					STEED
			Insane ... ?

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

					STEED
			Why?

					MOTHER
			She may try to kill you.


57      IN SHOOTING GALLERY

	Emma swiftly turns, aims, and --

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

					STEED
			Perhaps I ought to talk with Dr. 
			Darling.

58      INT.  SECRET SERVICE HQ PSY OPS ROOM

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

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

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

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

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

	Steed looks meaningfully at Mother.

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

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

					DR. DARLING
			Her husband was one of ours.

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

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

					STEED
			Anyone particular in mind?

					MOTHER
			You.

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


59      INT.  SECRET SERVICE FENCING SALON

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

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

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

	Tic-tac ...

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

	Tic-tac ...

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

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

					EMMA
			My father always wanted a boy.

					STEED
			Really?  I fail to see the connection.

					EMMA
			I had a feeling you would. Touche!

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

					STEED
			I take your point.

	Emma takes off her mask.

					EMMA
			Do you?

					STEED
			Yes indeed. I need protection.


60      EXT.  SIGN - DAY

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

					EMMA
			I thought we were on our way.

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

					EMMA
				(dry)
			Or half cocked.

61      CLOSEUP - TRUBSHAW

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

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

					TRUBSHAW
				(significantly)
			Very good, Mr. Steed.

	WIDEN to reveal:


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

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

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

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


63      BEHIND DISPLAY

	Eyes watching Emma and Steed rise ...

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

					STEED
			Thank you, Trubshaw ...

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

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


64      EXT.  LONDON STREETS - DAY

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

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

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

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

65      SIGN

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

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

66      CLOSEUP - SPECIAL DASHBOARD COMPARTMENT

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

	WIDEN to reveal:

67      INT.  JAG - DAY

	Emma, reacts, pours from the samovar ...

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


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

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

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

	She hands over a cup.

					EMMA
			But why? What's the point?

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

					EMMA
			And I suppose you're the knight.

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

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

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

					STEED
			I'm hoping you will.

	He puts his foot down.  Zoom ...


68      EXT.  COUNTRYSIDE - DAY

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


69      INT.  JAG - DAY

	Emma consults a list, reads --

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

					STEED
			As per mother's instructions.

					EMMA
			Do we always follow Mother's
			instructions?

					STEED
			For a man in my position --

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

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

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

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

					EMMA
			No thanks.

					STEED
			I meant me.

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


70      EXT.  HIGHLANDS - DAY

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

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

					EMMA (V.O.)
			An eccentric recluse?


71      INT.  JAG - DAY

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

					EMMA
			June, July ... August?

					STEED
			The family does seem to be somewhat 
			meteorologically inclined.

					EMMA
			Any other vices?

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

	Emma takes this in.

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

					STEED
			Small talk.  Try the weather.


72      EXT.  HUGE COUNTRY HOUSE - DAY

	Steed and Emma speed up to the huge open main gates

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

	Several peacocks on the lawn fan open their beautiful tails.

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

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


73      INT.  MANOR HOUSE CORRIDOR - DAY

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

	A BUTLER leading Emma down the corridor --

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

					EMMA
			Original ...

					BUTLER
			This way, miss ...

					EMMA
			Missus ...

	He opens the double doors, admitting Emma into


74      INT.  A LARGE ROOM

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

	100 degrees with high humidity. The Butler leaves.

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

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

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

	Emma follows the SOUND, steps cautiously forward.

75      INT.  CONSERVATORY

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

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

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

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

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

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

	Sir August removes his goggles, recognizes her.

					SIR AUGUST
			You

					EMMA
			Have we met?

					SIR AUGUST
			You mean you don't recall??

	Before Emma can reply, the door opens...

					SIR AUGUST
			Ah, Lady June ...

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

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

					EMMA
			Thank you, Lady -- June ...

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

					SIR AUGUST
			Ah, beautiful. Just as he promised.

					EMMA
			Promised? Who promised?

					SIR AUGUST
			There, look!

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

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

76      EXT.  MOORLAND - DAY

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

					STEED
			I say, this is a bit much.

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

	A deep purple cloud.  Mushrooming towards him.

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

	Steed stumbles and falls

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


77      UNDULATING SAND DUNES

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

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


78      IN DISTANCE - RED PHONE BOX

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

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

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

	A SCRATCHY ORCHESTRAL RECORDING of "The Merry Widow."

					STEED
			'The Merry Widow'...?

	Over the MUSIC, a strange --

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

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


79      ON HORIZON

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

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

	Emma Peel.  In her black leather catsuit.

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

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

					STEED
			Manners, Mrs. Peel.

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

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


80      EMMA'S POV

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


81      EMMA

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


82      STEED'S POV	82

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

									
		FADE TO BLACK.

	Sound of CLACKING ...

	FADE IN:

83      INT.  SECRET SERVICE HOSPITAL - DAY

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

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

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

					EMMA
			You should be dead.  How do you
			feel?

					STEED
				(eyes her)
			Strange.

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

					STEED
			I wasn't about to.

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

					STEED
			I might say the same.

84      FROM GALLERY

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

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

					STEED
			Why should they think that?

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

					STEED
			Frankly that's how I remember it.

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

					STEED
			Perhaps your memory plays tricks,
			Mrs. Peel.

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

					STEED
			Did he say who?

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

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

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

					EMMA
			Did you say formal? I must dress.


85      EXT.  LONDON STREET - NIGHT

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


86      CLOSEUP OF HER HEEL

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

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

					EMMA
			You mean my other self ...

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

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

	She moves off.  Stay on his poker face.

					STEED
			I can't wait to see afternoon.

	He joins her; they survey the building.

					EMMA
			Where's the picnic?

	They look up to --


87      INT.  CONFERENCE ROOM - NIGHT

	A boardroom suite, overlooking London.  Lights twinkling --

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

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

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

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

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

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

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

	Murmurs of congratulations amongst the bears ...

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

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

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

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

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

					TEDDY BEAR #l
			These agents.  Where are they?

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

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

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

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

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


88      INT.  BUILDING - NIGHT

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

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


89      TINY EMMA PEEL

	in black leather.

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


90      BACK TO SCENE

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

					EMMA
			Another invitation. 38 Marlborough
			Terrace ...


91      INT.  EMBASSY (BELGRAVIA) - NIGHT

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

	Steed and Emma open the door, rush inside.

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

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

	Meanwhile, Emma goes into the --


92      NEXT ROOM - EMMA'S POV

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


93      BACK TO SCENE

	Steed enters behind her, examines the gunk.

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

					EMMA
			How on earth can you tell?

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

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

					EMMA
			Very good, Steed ...

	A MEWLING SOUND.

					EMMA
			What's that?

	Leaving Steed to ponder the remains, Emma goes into


94      ANOTHER ROOM

	Dark.  Switches on the light.  And gasps.


95      STEED

	looks up as Emma emerges with - 

	A Leopard cub.  Steed raises his brolly.

					STEED
			What on earth?

					EMMA
			Any ideas?

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

					EMMA
			Is that written in his shoe?

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

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

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

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


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

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


97      INT.  KNIGHTSBRIDGE FLAT - NIGHT

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


98      INT.  STEED'S JAG - NIGHT

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

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


99      INT.  KNIGHTSBRIDGE FLAT - NIGHT	

	Emma searching ...


100     OUTSIDE FLAT DOOR	100

		a key in lock.  Door opens.  Silence.


101     INSIDE - EMMA

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

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

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

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

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

	Emma's eyes widen as:

	A man's head emerges from the teddy torso.

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

	Emma's out.

102     INT.  STEED'S JAG - NIGHT

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


103     INT.  KNIGHTSBRIDGE FLAT - NIGHT

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

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

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

					MAN
			No! You can't ...

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

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

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

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

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


104     IN OTHER ROOM

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

					EMMA
			Major D'Arcy ... ?


105     OVER HER SHOULDER

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

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

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

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

	The real Emma rushes, follows her "double"

	Clambers outside to rappel up the line to


106     EXT. ROOFTOPS - NIGHT

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

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

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

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


107     BEHIND GARGOYLE

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

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

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

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


108     EMMA'S POV

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


109     BACK TO SCENE

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

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


110     ON NEXT ROOFTOP

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

	Turns, Emma catches up, and --

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

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

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

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

	And vanishes into the rooftop maze.


111     AGAINST SKYLINE

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

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

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

112     EMMA'S POV - HIGH ANGLE

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

113     BACK TO SCENE - EMMA

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

	Through the air --


114     EMMA'S POV

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


115     BACK TO SCENE

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

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

	A long way.

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

	Slithers down the roof.  Slips --


116     OVER LEDGE

	Emma hangs on with fingertips.

	Overlooking city with 100-foot neon sign above her:


117     ADVERTISEMENT

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


118     BACK TO SCENE

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

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


119     ABOVE HER

	an unseen hand from Bad Emma winds down --

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

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

	-- A shock, Emma plummets DOWN TO --


120     STRIPED AWNING

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


121     BALCONY WINDOW

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

					STEED
			For you, Mrs. Peel.

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

	It's Sir August.

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

	CLICK.

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

					STEED
			Ask Mother.

	Sound OVER:  RING-RING.

122     INT.  MANOR HOUSE (SCOTLAND) - DAY

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

					SIR AUGUST
			Mrs. Peel -- ?

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

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

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

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

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

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


123     OUTSIDE

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

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

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


124     EXT.  WHITEHALL STREETS - DAY

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

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


125     INSIDE CAR

					EMMA
			Where's Mother?

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

	Father drives like a maniac.  She senses their unease.

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

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

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

					FATHER
			So you say ... 

					EMMA
			You don't believe him?

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

	Father SCREECHES to a halt on Holland Park Avenue

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

					EMMA
			But

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

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

					BRENDA
			Fares, please,


126     INT.  BUS - DAY

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


127     UPSTAIRS

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

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

					EMMA
			He tried to warn us ...

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

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

					STEED
			Impossible.

					EMMA
			Not quite. This is my field.

					STEED
			Is there anything that isn't?

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

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

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

					STEED
			But if someone miniaturized the
			process...

					EMMA
			That's what we were working on.

					STEED
			Sounds as if someone's hijacked
			your research.

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

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

					STEED
			Where would they aim for?

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

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

					EMMA
			After the cold war ...

					STEED
			The hot and cold war ...

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


128     EXT.  WONDERLAND WEATHER OFFICES - DAY

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


129     INT.  WONDERLAND WEATHER OFFICES - DAY

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

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

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

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

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


130     INT.  WONDERLAND OFFICE - DISPLAY - DAY

	A long corridor surrounded by a presentation of --

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

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

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

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

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

					STEED
			Shame. I was recommended. By a
			friend.

					BAILEY
			Really?

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

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

					STEED
			Seriously?  

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

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

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

					STEED
			There are limits?

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

					STEED
			No need. I'll call again.

	Steed raises his bowler.  Bailey watches him go.


131     EXT.  WONDERLAND OFFICES - STREET - DAY

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

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


132     EXT.  COUNTRY ROADS - DAY

	Emma's LOTUS ELAN WHIZZES BY...

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


133     INT.  LOTUS - DAY

					EMMA
			Three agents killed by bad weather...

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

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

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

					EMMA
			Not that I know of.  Explanation?

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

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

					EMMA
			Is that what you think?

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


134     EXT.  COUNTRY LANES - SEVERAL ANGLES - DAY

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


135     INT. LOTUS - DAY

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

					STEED
			Do you always drive this fast?

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

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

					EMMA
			Hold on ...

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


136     EXT.  COUNTRY LANES - DAY

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


137     BEND

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

	And suddenly sees in front of her --


138     HUGE TRUCK

	crossing directly in their path!

					STEED
			Turn!


139     EMMA

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


140     TRUCK

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


141     ON HAYSTACK

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

					OLD LADY
			Are you alright, young man?

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

	A SQUEAL of TIRES as -

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

					BAILEY
				(relishing)
			Reach for the sky, pardner.

	Steed raises his hands.

					OLD LADY
			Oh, dear --

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

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

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

					STEED
			I feel sure of it.

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

					STEED
				(looks around)
			She was ...

	They start pulling away hay from the haystack ...

					OLD LADY
			You with Mother or Father?

					STEED
			Both, actually.

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

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


142     INSIDE HAYSTACK

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

					STEED
			What, Lady Disdain? Are you yet
			breathing?

					EMMA
			Barely.

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

	He pulls her out.  She's annoyed.

143     OUTSIDE HAYSTACK

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

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

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

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

					STEED
			I expect we'll have to gatecrash.

					OLD LADY
			I may be able to help you.


144     EXT.  STATELY HOME FROM POSTCARD - DAY

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

					STEED
				(checks postcard)
			Wonderland Weather Ltd.

					OLD LADY
			This way ...


145     EXT.  HALLUCINOGEN HALL - GROTTO AND MAZE - DAY

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

					OLD LADY
			Over here ...

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


146     MAZE

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

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

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

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

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

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

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


147     FROM ABOVE

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

									
	DISSOLVE THRU TO:


148     INT.  HALLUCINOGEN HALL - CONTROL ROOM - DAY

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

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


149     EXT.  MAZE - DAY

	Steed searches for an exit.


150     ANOTHER PART OF MAZE

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

	As Emma steps on the leaves, she --

	Falls down -- a giant rabbit hole.


151     INT.  RABBIT HOLE

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

					EMMA
			Steed ... !

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


152     EXT.  MAZE - DAY

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

	Steed studies the classical statue ...

					STEED
			Mrs. Peel ... ?

	Steed hears a noise, turns to see --

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

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

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

					STEED
			Your lipstick ...

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


153     INT.  HALLUCINOGEN HALL - DAY

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

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

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


154     UPSTAIRS

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


155     LONG CORRIDOR UPSTAIRS

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


156     INSIDE ROOMS

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

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

	Then Emma turns into a whole room of ...

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

	She shakes it.


157     EXT.  HOUSE

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


158     IN MAZE

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

					STEED
				(re: rain)
			Not again.

	He rises, looks down, reacts --

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

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

	She dies in his arms.

	Wind picks up, too.

	Steed looks about, frowning with discouragement --


159     INT.  HALLUCINOGEN HALL   PLAYROOM - DAY

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


160     FROM BEHIND

	Emma hears the unmistakable chilling voice:

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

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

					EMMA
			Quite a collection.

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

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

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

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

	From the shadows, a man moves out, revealing:

	Peter Peel, Emma's husband!  THUNDER.

					EMMA
			Peter ... ?

	Instinctively Emma moves towards him.  A long pause.

					EMMA
			I must be dreaming ...

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

					PETER
			Listen... Very much alive.

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

					PETER
			Darling, it's me...

	Emma shudders, battles with herself.

					EMMA
			Peter ...

	Emma is tempted, yet filled with terror.


161     CLOSEUP - EMMA'S EYES

	Inside her pupil --

									
		FLASH CUTS TO:


162     MEMORY FLASHES

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


163     BACK TO SCENE

					EMMA
			Impossible ... how?

	Peter smiles disarmingly.  As if the answer was obvious.

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

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

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

					PETER
			Don't be afraid, darling.

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

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

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

	As if hallucinating, Emma runs away, towards --

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

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


164     EXT.  HALLUCINOGEN HALL - WINDOW - DAY

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

	Steed above her, the STORM RAGING.

					EMMA
			Steed!

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

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

	He slugs her and the SCREEN GOES BLACK.

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

	CLOSE ON Emma's face.

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

	Emma's eyes flicker...

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

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

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

					EMMA
			Where am I?

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

					EMMA
			Was I?

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

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

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


165     ABOVE HER

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

	She blinks.

									
		DISSOLVE TO:


166     SAME SCENE - LATER

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


167     EXTREME CLOSEUP ON HER EYES

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


168     UP ON WALL

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


169     BESIDE "BED"

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


170     UP IN GALLERY

	In his wheelchair, Mother sits beside Steed.

					MOTHER
			This man -- did you see him?

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


171     BY COUCH

	Dr. Darling leans forward to interrogate Emma.


172     FROM HER POV

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


173     BACK TO SCENE

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

					EMMA
			... bottle ...

					DR. DARLING
			Red ...

					EMMA
			... head ...

	
					DR.  DARLING
			White ...


					EMMA
			Knight ...

					DR. DARLING
			Black...

					EMMA
			... death ...

					DR. DARLING
			Love...

					EMMA
			... death ...

	Steed watching, listening ...

					DR. DARLING
			Flower ...

					EMMA
			... power ...

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

					DR. DARLING
			Nature ...

					EMMA
			... preserve...

					DR. DARLING
			Secret ...

					EMMA
			... love...

					DR. DARLING
			Hope...

					EMMA
			... love ...

					DR. DARLING
			Fear ...

					EMMA
			... love ...

					DR. DARLING
			Peter ...

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

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


174     CLOSEUP - EMMA

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

					EMMA
			How long have I been here?

					DR. DARLING
			Three days.

	Emma unlocks her straps.  Sits Up.  Woozy.

					EMMA
			Do you get paid by the hour?

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

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

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

	Pushes Dr. Darling aside.

					EMMA
			I resign.

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

					EMMA
			Watch me.

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

	Emma heads for the airlock door marked:

	"ANTI-GRAVITY CHAMBER -- NO ADMITTANCE"

					MOTHER
			Don't open that, Mrs. Peel!

	Fat chance ... she goes in ...


175     INT.  ANTI-GRAVITY CHAMBER

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

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

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

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

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

					EMMA
			To you ... ?

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

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

	Steed stares Mother out.  Who delivers his revelations.

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

					EMMA
			The Institute ... the funding ...

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

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

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

					DARLING
			It was no accident.

					EMMA
			The official investigation ...

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

	Deadly serious, Emma walks over to him.

					EMMA
			Who?

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

	Silence.  Emma looks away, shocked.  Steed intervenes

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

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

	Emma keeps staring at Mother, fingers her diamond ring.

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


176     CLOSEUP - EMMA

	touches her ring.


177     BACK TO SCENE

	Emma looks up at Mother.  A barefaced lie.

					EMMA
			No.

	Steed notices Emma touch her ring nervously.

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

					EMMA
			So I'm still ...

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

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

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

					EMMA
			To find out who killed my husband.

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

					EMMA
			So am I.

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

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


178     IN HALL - CONTINUOUS ACTION

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

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

					STEED
			Guilty until proven innocent?

					MOTHER
			Mother and Father know best.

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

					MOTHER
			Something quick. Nothing too ...
			messy.

	ON Steed.  CAR ROAR over as --


179     EXT.  COUNTRYSIDE CLINIC - DAY

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

	"WINSLOW HOME FOR RETIRED LEPIDOPTORISTS" (Butterfly logo)

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


180     EXT.  COUNTRYSIDE - DAY

	Emma speeds down lanes ...

	Followed at a safe distance by Steed in his SS100.


181     INT.  STEED'S JAG - DAY

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


182     CLOSEUP - CONCEALED MICRO-BUG - INTERCUT

	on Emma's shoulder as she drives ...


183     EXT.  LANES - DAY

	The cars whiz past ...


184     INT.  STEED'S JAG - DAY

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

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

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


185     INT.  COUNTRY CHURCH - DAY	

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

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

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

					EMMA
			You followed me.

					STEED
			Orders.

					EMMA
			To kill me?

					STEED
				(fractional pause)
			Nothing personal.

	Emma smiles. Then turns, and --

	Runs!  Steed follows Emma through a door to --


186     INT.  CHURCH BELL TOWER - DAY

	Steed enters, glimpses --

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


187     UP BELLTOWER

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


188     EXT.  BELLTOWER TOP - DAY

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

					EMMA
			A long way down.

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

					STEED
			Careful. You might fall.

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

					EMMA
			I could save you the trouble.

					STEED
			No trouble.

					EMMA
			Because you always obey orders ...

					STEED
			Always.
				(pause)
			Except ...

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

					EMMA
			Yes ... ?

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

	Steed reaches out for her.  Holds out his hand.

					EMMA
			And do you trust me?

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

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

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

					STEED
			I need proof.

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

					STEED
			It was longer. On the lips.

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

					STEED
			Much longer.  Approximately ...
			fifteen seconds.

	Emma harumphs, exasperated.  Moves closer to him.

					EMMA
			... Ready?

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

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

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

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

					STEED
			Keeping a stiff upper lip?

					EMMA
			Is that all?

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

					EMMA
			So I'm in the clear?

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

					EMMA
			But you did suspect me.

					STEED
			Not for a moment.

					EMMA
			You're playing games.

					STEED
			Aren't we all, Mrs. Peel?

					EMMA
			I thought you played by the rules.

					STEED
			I thought you didn't.

					EMMA
			I'm playing to win.

					STEED
			Winning isn't everything.

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

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

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

					EMMA
			No, after you.

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

					EMMA
			As far as you trust me.

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

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

	With this comforting thought, Steed descends first.


189     EXT.  CHURCH TOWER - DAY

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

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

	RING-RING ... Starts to RING.

					EMMA
			Who could that be?

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

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

	He pulls her back.  Emma looks at him.

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

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

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

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


190     CLOSEUP - PHONE

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


191     INSIDE PHONE BOX

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


192     OUTSIDE

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

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

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


193     INSIDE PHONE BOX

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

	Silence.

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


194     FROM PHONE BOX	

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

					CHOIRBOY
			It's your mother.

	The vicar and choirboys look on sympathetically, as --

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

					STEED
			Mother? How did you find me?

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

					STEED
			I told Mother I took care of you.

					EMMA
			You lied.

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

	OFF Emma's reaction to this news --


195     INT.  HALLUCINOGEN HALL - DAY

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

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


196     DOWN LONG HALL

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

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

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


197     CLOSEUP - IN HIS HANDS - SNOWSHAKER

	which he grips tightly. As --


198     IN MIRROR

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

	Shakes the snowshaker ...


199     EXT.  COUNTRYSIDE - DAY

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

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


200     INT.  JAG - DAY

	Steed driving, winces with the drizzle.

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

					EMMA
			No idea who. No idea why ...

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

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

					STEED
			Quite. Any childhood friends?
			Enemies?

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

	Steed thinks; sighs.

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

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


201     INT.  MINISTRY CORRIDORS - DAY

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

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

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

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

					EMMA
			Why's he called 'Invisible'?

					STEED
			You'll find out.

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

					EMMA
			Aren't you coming?

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

	Emma goes in as Steed walks down the corridor.


202     INT.  MINISTRY OFFICE - DAY

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

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

	FOOTSTEPS.

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

	A filing cabinet drawer opens up.  On its own.

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

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

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

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

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

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

					EMMA
			I see.

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


203     INT.  MINISTRY - ANOTHER OFFICE

	Steed on the phone.

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


204     INT.  INVISIBLE JONES' OFFICE

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

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

					EMMA
			Peter's brother?  But --

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

	Emma is surprised.

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

					EMMA
			I know all this.

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

					EMMA
			Surveillance? By whom?

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

					EMMA
			Who's now vanished.

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

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

	Steed enters behind them on the run --

					STEED
			We must hurry, Mrs. Peel ...

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

					STEED
			You didn't tell her?

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

					EMMA
			Getting to what?

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

					EMMA
			I fail to see --

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

					EMMA
			Have we been invited?

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

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

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

	Steed proffers an arm to Emma.

					STEED
			May I have the honor, Mrs. Peel?

	She decides, takes his arm.

					EMMA
			You may, Mr. Steed.

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


205     EXT.  LONDON STREETS - SEVERAL ANGLES - NIGHT

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


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

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

	ORDERS BARKED OUTSIDE as --

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

					FATHER
			I'll see to it personally.

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


207     EXT.  PALACE (WESTMINSTER) - NIGHT

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


208     INT.  PALACE (WESTMINSTER) - NIGHT

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

					STEED
			What's that you're wearing?

					EMMA
			It's called Black Leather.

					STEED
			Intoxicating. Here, have one of
			these.

	He fumbles with a bulging jacket pocket

					EMMA
			What is it?

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

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

					STEED
			You first.

					EMMA
			Shall we?

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

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

	Steed checks out his own.

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

	APPLAUSE.

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

					EMMA
			Trubshaw again? What now?

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

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


209     INT.  PALACE HALLWAY - NIGHT

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


210     MARBLE HALLWAY

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

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

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

	They move cautiously forward as


211     EXT.  LONDON STREETS - NIGHT

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

	Even troops play with snowflakes, until --


212     SEVERAL ANGLES

	The wind rises.  The snow falls harder.


213     INT.  PALACE - NIGHT

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

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

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

					STEED
			Oh, hello ...

					FATHER
			We want Mrs. Peel.

					STEED
			Dead, I'm afraid.

	Emma in hiding, listens as --

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

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

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

	Emma is deeply affected by Steed's choice.

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

					FATHER
			I shall summon security.

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

	Emma returns as the ALARM is raised --

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

					EMMA
			Have a look at this.

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

					STEED
			It's almost May, for heaven sake.


214     EXT.  LONDON STREETS - NIGHT

	The blizzard rages through streets --

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

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


215     INT.  PALACE - NIGHT

	Steed returns, rushes across the marble halls --

	To Emma. But up ahead, sees --


216     STEED'S POV - FROM WINDOWS

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


217     INT.  PALACE ANTEROOM - NIGHT

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

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

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


218     CENTER OF HALL

	The sight of Emma Peel in black leather.

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

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

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


219     SEVERAL ANGLES

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

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

					STEED
			Quick --it'll protect you --

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

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

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

	Steed and Emma run after them.  More butlers pursue.


220     EXT.  PALACE - NIGHT

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


221     INT.  MOTHER'S HQ - CONTINUOUS ACTION	

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


222     INT.  PALACE HALLWAY - NIGHT

	Behind pillars, Steed and Emma hide as --

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

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

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

					STEED
			After him, Mrs. Peel!

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

					STEED
			Go -- !

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

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

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


223     EXT.  ELEVATOR (UPPER FLOORS) - CONTINUOUS ACTION

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


224     INSIDE ELEVATOR	

	Emma waits inside.  Until she reaches --


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

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


226     INT.  ELEVATOR - CONTINUOUS ACTION

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


227     ON STAIRS - MEANWHILE

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

228     INT. ELEVATOR - CONTINUOUS ACTION

	At the next floor, the doors open --

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

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

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

	And a knee in his back in time for --

	PING!  The BELL RINGS at --

	3rd floor where --

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

	Whooomph!  a blast of fire from --

	A flamethrower launched in the hall.

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


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

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


230     INT.  ELEVATORS - CONTINUOS ACTION

	Slam shut.  COOL HUM ...


231     EXT.  PALACE MAIN FLOOR - CONTINUOUS ACTION

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


232     INT.  ELEVATOR - CONTINUOUS ACTION

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

	Waiting, until ...


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

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

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

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

	As her elevator doors close --

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

	Rushes to --


234     ELEVATOR (5TH FLOOR) - CONTINUOUS ACTION

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


235     BUTLER'S POV

	No Emma.


236     BACK TO SCENE

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

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


237     INT.  ELEVATOR - CONTINUOUS ACTION

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

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

	Emma, who -- drops down and --

	Scissors the butler's head between her legs.

	The grenade rolls free ...

	Emma twists around, grabs his ears, and --

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

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


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

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

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


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

	Breaks from its ropes, and --

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


240     INT.  PALACE STAIRS - CONTINUOUS ACTION

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


241     INT.  PALACE ATTIC - NIGHT

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

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


242     INT.  NARROW STAIRCASE

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

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

	Emerges into the night air.  Snowflakes tumble around her.


243     EXT.  ROOFTOP - HELIPAD - NIGHT

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

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

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

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

	The chopper -- about to take off.


244     FROM INSIDE CHOPPER

	The gas-masked MAN in the white lab coat:

					MAN
			Goodbye, Mrs. Peel!


245     EXT.  ROOFTOP

	The chopper rises slowly.

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


246     FROM INSIDE CHOPPER

	A farewell wave from the gas-masked man.


247     CLOSEUP - EMMA

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


248     EMMA'S POV

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


249     INT.  CHOPPER - NIGHT

	Above London rooftops, after dark --

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

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

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

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

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

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

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

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

					EMMA
			Anyone else need a lift?

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

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

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

	Blam -- !  a kinky leather boot crashes --

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

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

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


250     EXT.  CHOPPER TOP - CONTINUOUS ACTION - NIGHT

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

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

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

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

					CO-PILOT
			Happy landings, Mrs. Peel.

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

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

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


251     EXT.  WIDE ANGLE - NIGHT

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


252     THEIR POV

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

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


253     CLOSEUP - EMMA

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


254     BACK TO SCENE

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

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


255     IN NIGHT AIR

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


256     INT.  CHOPPER - CONTINUOUS ACTION - NIGHT

	The white-coated Man gets control ...


257     EXT.  CHOPPER - CONTINUOUS ACTION - NIGHT

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


258     SEVERAL ANGLES

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


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

	The chopper dips down, dragging Emma through icy water ...

	Up ahead ... Tower Bridge ... twin peaks ... a firework display going on ... rockets and
	lights in the sky thru snowflakes ...

	Emma sees the bridge coming, reaches down and --


260     CLOSEUP SHOT

	Detaches her pocket limpet bomb and lobs it into the chopper cockpit.


261     HER POV

	The bridge looms up, chopper rising to cross it as Emma leaps onto the bridge!


262     INT.  CHOPPER - CONTINUOUS ACTION - NIGHT

	The Man sees the bomb ...

	Also flings himself onto the bridge as --

	Against b.g. of the fireworks display --


263     WIDE ANGLE - TOWER BRIDGE - CONTINUOUS ACTION - NIGHT

	BOOM! -- the CHOPPER EXPLODES.  Ball of flames.  The crowd roars in
	appreciation ... great fireworks!


264     EXT.  TOP OF TOWER BRIDGE WALKWAY - CONTINUOUS ACTION - NIGHT

	Emma picks herself up, sees the Man in the white lab coat and runs for him.

	He runs too -- towards --


265     ANOTHER CHOPPER

	which unloads a rope ladder as Emma puts on every ounce of steam ... 
	The Man reaches for the dangling ladder --
	but --


266     CLOSEUP - ON HIS FOOT

	stuck, wedged between narrow battlements.


267     BACK TO SCENE

	The Man looks at his shoe, at Emma charging towards him, at the rope ladder.  He
	pulls his foot out of his shoe and grabs the ladder, sailing off in the second chopper,
	leaving Emma panting behind.  She's soaked, frozen, gasping for breath, bending over,
	when she sees --


268     CLOSEUP - SHOE

	Emma pulls it from its wedge, looks at the inside:  --  "Trubshaw's of Jermyn Street."

					STEED (V.O.)
			I thought it was Cinderella
			who lost her slipper ...


269     INT.  TRUBSHAW'S - DAWN

	On Jermyn Street, snow lies waist high.  BLARING SIRENS.  Searchlights.  PA
	announcements urge citizens to stay indoors ... PULL BACK to reveal a fire glows, a
	CLOCK TICKS calmly.  Emma sits with her shoe, surrounded by a pile of shoes. 
	Steed & Trubshaw beside her.

					EMMA
			This time the shoe's on the other
			foot. You said a hand-made shoe
			was as good as a photo-fit or
			D.N.A.? Well, all we have to do is
			find the shoe that fits ...

					TRUBSHAW
			It should be easy. A Trubshaw
			client has his shoes delivered
			personally. The Ministry should
			be able to confirm our delivery.

					STEED
			I'll be back ...

					EMMA
			Where are you going?

					STEED
			Laying in supplies, Mrs. Peel weather 
			may get very nasty and I've no umbrella ...

					EMMA
			You needn't bother. I can't drag you 
			further into this. After all, I am still 
			the chief suspect.

					STEED
			No bother. Mother and Father think
			I've joined you. I might as well.

					EMMA
			But --

					STEED
				(comes back)
			Oh, and by the way, I think it's about 
			time you got rid of that chip on your 
			shoulder.

					EMMA
			If you'd been through what I have,
			you wouldn't --

	Steed reaches and pulls off the micro-bug from her shoulder.

					STEED
			A microtag. One of Mother's little
			toys. There you are. Free at last.

	He tips his bowler off her surprised reaction.


270     INT.  TRUBSHAW'S BASEMENT - CONTINUOUS ACTION

	An armory.  Steed stands before racks of umbrellas, displayed like ceremonial swords --
	ivory handles, duck handles, you name it ...

	Steed hefts a few, as picky as a Samurai ...


271     UPSTAIRS - HOURS LATER

	Emma surrounded by a mountain of shoes.  Triumphantly, she holds up a pair of shoe
	lasts.

					EMMA
			Prince Charming, I presume.
			Your name is ...


272     CLOSE ON WORN PAPER LABEL

	with the name:  DARLING.

					EMMA
			Oh my God ...


273     INT.  TRUBSHAW'S - DOWNSTAIRS - CONTINUOUS ACTION

	Steed selects his umbrella and we FOLLOW UP TO:


274     INT.  TRUBSHAW'S - UPSTAIRS - DAY

	He sees only Trubshaw.

					STEED
			Where's Mrs. Peel?

					TRUBSHAW
			She just left, sir. In a hurry.

					STEED
			What?

					TRUBSHAW
			She said you'd understand.


275     ON STEED

	Worried.

					VOICE (V.O.)
			Ah, here we are ...


276     CLOSEUP - PIP PUFFING IN MID-AIR

	WIDEN to reveal:


277     INT.  MINISTRY ARCHIVES - DAY

	Inside the archives, among leather volumes.  A file goes through the air, passed to
	Emma ... As she reads.  A map is opened across a desk from her.

					INVISIBLE JONES (V.O.)
			'X' marks the spot. The shoes were 
			delivered to ... an island in Hyde Park.
			Surrounded by the Serpentine. On the 
			site of a former Ministry installation...

					EMMA
			... and now?


					INVISIBLE JONES (V.O.)
			Privately owned by ...

					EMMA
			Let me guess:  Wonderland Weather.

					INVISIBLE JONES (V.O.)
			Very good, Mrs. Peel ...

					EMMA
			I shall need a small plane.

					INVISIBLE JONES (V.O.)
			You're not venturing alone, surely.

					EMMA
			I'm going to find out who killed
			my husband. Will you take these
			documents to Steed?


					INVISIBLE JONES (V.O.)
			Of course.


278     ON EMMA

					EMMA
			Tell him I said ... goodbye.


279     INT.  SECRET SERVICE HQ - DAY

	below the Thames as at the beginning.

	In darkest paranoia, Mother lies at the heart of his Labyrinth.  Controls around him
	flash emergency.  Panic.  Cakes piled up beside him, uneaten.  Beside him, Father.
	Brenda hands a phone.


					BRENDA
			Steed for you.

	Mother grabs the phone, furious.

					MOTHER
			Where's Mrs. Peel?

	He signals frantically for Father to trace the call, but being blind, Father just sits
there.

					STEED (V.O.)
				(filtered)
			I was hoping you could tell me.

					MOTHER
			You're getting yourself into terrible 
			trouble, my son. Weather's turning 
			very nasty -- and so am I.

					STEED (V.O.)
				(filtered)
			I'm going to follow up on a hunch of 
			my own. If I'm right, Mrs. Peel is 
			innocent and you have a mole.

					MOTHER
				(grabs mirror;
				searches his face)
			Where?

					STEED (V.O.)
				(filtered)
			In your operation.

					MOTHER
			I'm warning you for the last time, 
			Steed: whoever's behind all this, 
			looks like Mrs. Peel, walks like 
			Mrs. Peel and kills like Mrs. Peel.

	CLICK.  The line goes dead.


280     CLOSE ON MOTHER

	Furious.

					MOTHER
			Steed??
				(to Father)
			Find Mrs. Peel.

	Brenda smiles at the thought.  Father rises, grim.


281     EXT.  SKY - DAY

	Through mist, an ultralight plane zooms down -- From the plane, Emma leaps in
	parachute ...  Down, down, down through the mist ...

	Over parkland, the parachute floats down ... To an island in the middle of the
	Serpentine river.


282     EXT.  ISLAND (HYDE PARK) - DAY

	Emma lands, buries her parachute.  Walks towards a thick jungle, then a stream.  Emma
	hops across on water lilies until she reaches land again.  Where a peacock fans its tail of
	a thousand eyes.  A CLICK of CAMERAS.

	In the midst of the jungle, Emma sees --


283     HER POV

	A red phone box.  Emma frowns in recognition; goes inside.  Picks up the phone.
	Presses "Button B", and --

	The floor goes down.  Emma goes down with it, into --


284     INT.  HYDE PARK UNDERGROUND HQ

	Formerly a Ministry installation.  The "elevator" stops.  Remembering, as from a dream,
	Emma steps out into --


285     LONG DARK CORRIDOR

	A GUARD patrols.  Emma pushes herself against a wall.  The wall gives way to flip
	round, and Emma swivels into --


286     INT.  TOTALLY DARK CHAMBER

	The door locks behind.  Alone, Emma stands warily.

	From nowhere, a chilling, disembodied voice.  Intimate.  Seductive.

					VOICE (V.O.)
			Congratulations, Mrs. Peel. You have 
			been a worthy opponent. You have 
			tracked us down. You are within an 
			ace of winning.

					EMMA
			This isn't a game.

					VOICE (V.O.)
			Quite right, but we still make the rules.

					EMMA
			Rules are made to be broken.

					VOICE (V.O.)
			People, too.

					EMMA
			Then who wins?

					VOICE
			You and I. Together. But first you 
			must confront your greatest enemy.
			Who could that be, Mrs. Peel?  
			The answer is obvious ...

	Suddenly lights!

	Emma is in a hall of mirrors.

					VOICE (V.O.)
			Yourself.

	In every direction Emma turns, a thousand reflections of herself stare back at her,
	splintered into fragments as Emma spins, freaked and confused by the multiple images.

	Emma turns into herself -- only herself drapes arms around her and kisses her on the
	lips.

	Bad Emma -- whose eyes stare into Emma's startled ones as Emma pulls her mouth
	away, staggers back; realizes too late.  The hallucinogenic lip poison.  Emma crumples
	to her knees as --


287     EMMA'S POV

	Sees "herself" above her, before she -- falls unconscious.


288     EXT.  COUNTRY ROADS - DAY

	Steed's Jag races, skids in bad weather.


289     INT.  CAR

	Behind the wheel Steed, his face grim, concentrates on the slippery road.  On the seat
	next to him the snow shaker with little Emma inside --

									
		DISSOLVE TO:


290     INT.  UNDERGROUND H.Q.

	As if in a dream, Emma awakes captive inside a bizarre cage:  A life size snow shaker.
	Emma "swims" in viscous air,	suspended like a mermaid.  Thru glass she sees --

	A face peering in:  Father.

					FATHER
				(filtered)
			Emma in Wonderland. Welcome,
			Mrs. Peel.
				(filtered)
			We've been expecting you. We hope 
			you'll enjoy your stay with us. 
			Decontamination is almost complete.

					EMMA
			Decontamination -- ?

					FATHER
			And you've a new wardrobe. He
			does want you to look attractive.
				(beat )
			He tells me you're very beautiful.

	Emma pounds the glass in frustration.

					FATHER
			Relax, Mrs. Peel. We're hundreds
			of feet below ground. The Ministry
			made it impregnable. No one can
			save you.


291     EXT.  SPIRES OF ETON COLLEGE - EVENING

	as Steed drives towards it ...


292     INT.  UNDERGROUND HQ - DINING ROOM

	Bathed in candlelight.  A romantic supper for two ...

	A door opens, admitting -- Emma. Dressed, coiffed, super-glamorous.  She locks
	around, sees another door.  In search of escape she hastens to open it, only to reveal --

	A giant rabbit -- the one we saw at the Teddy Bear meeting.

	Emma gasps in surprise, moves back into the room as he advances, removing the 
	head -- it's Dr. Darling!!!


					DR. DARLING
			Emma, my dear. How lovely you
			look.

	He steps out of the rest of his costume ...

					EMMA
			Would that I could say the Same.

					DR. DARLING
			Ah, but you haven't see the real
			me. Watch closely ...

	He pulls at his face, which bubbles and collapses as he walks towards her --

	Emma's horrified expression, eyes widening as --

	Dr. Darling turns into ... Peter!

					EMMA
			Peter ...

					PETER
			Darling Emma --

					EMMA
			It was you ... all the time?

					PETER
			Not really. Not quite. I'm
			afraid you still don't see ...

	Again he claws at his face, pulling, twisting ...

	Emma winces at the sight, her eyes popping out of her head.

	It's Valentine!

					TEACHER (V.O.)
			Valentine Peel ...


293     EXT.  ETON COLLEGE - EVENING

	beneath Gothic turrets pupils in top hats and tails.

					OLD TEACHER (V.O.)
			Yes, I remember him quite well ...

	PULL BACK THROUGH windows to reveal:  Steed and an OLD TEACHER in the
	beautiful library.

					OLD TEACHER
			This is where he used to spend his
			days. We have an old photograph
			somewhere ...

	He's flipping through yearbooks, then shows Steed --


294     CLOSEUP - PHOTO

	of Valentine Peel on stage, in wizard's garb.  Made up as an old man ...


295     BACK TO SCENE

					TEACHER
			Absolute wizard with makeup. His
			favorite roll from Shakespeare.
			Prospero ...

					STEED
			'The Prospero Project...'

					TEACHER
			... From The Tempest. A banished
			duke, ousted by his brother,
			marooned on a magic island. Who
			controlled the weather.


296     CLOSEUP - STEED

	grim.

					STEED
			'O Brave New World that hath
			such people in it.'


297     BACK TO DINNER TABLE

	Emma frozen, sinks into a chair, staring ...

					EMMA
			You.

					VALENTINE
			Darling Emma -- yes, we:  the true 
			genius behind the Prospero Project ...

	He walks around the dinner table as he talks ...

					EMMA
			But you died -- in the explosion ...


298     FLASHBACK - CLOSE ON HAND IN WHITE GLOVE

	Twisting the dial.  PAN UP the arm to reveal Valentine.

					VALENTINE (V.O.)
			Oh, no. I arranged the explosion.


299     BACK TO PRESENT

					VALENTINE
			A slight miscalculation -- my face 
			was burned beyond recognition.
			Fortunately my research into plastics 
			came in handy ...

					EMMA
				(stunned)
			Dr. Darling, Peter ... all you ...

					VALENTINE
			An unholy trinity ...

					EMMA
				(stands)
			You killed my husband.

					VALENTINE
			For starters. Of course I had to kill 
			the Teddy Bears, as well ...

					EMMA
			Too many cooks --

					VALENTINE
			Spoil the majority shareholders. In 
			Wonderland Weather. I planned 
			everything, even the Ministry 
			recruiting you ...

					EMMA
			But I found you. All the clues
			led me here ...

					VALENTINE
			Of course. I planned that, too.

					EMMA
			But -- why?

					VALENTINE
			You disappoint me, Emma.  Can't
			you guess?
				(moves toward her)
			For you. It was all for you ...

					EMMA
				(cold)
			'Our revels now are ended.'

					VALENTINE
			Oh, no, Emma. They've only
			just begun ...


300     INT.  INVISIBLE JONES' OFFICE - NIGHT

	The phone hangs in the air -- with the smoking pipe.

					INVISIBLE JONES (V.O.)
			The shoes were delivered to an island 
			in the Serpentine - former Ministry 
			installation ... she said to tell you 
goodbye. What?


301     CLOSEUP - STEED IN RED PHONEBOX (SOMEWHERE) - NIGHT

					STEED
			I said it's not goodbye yet.
			Listen, I'm going to need some
			help. In a hurry ...


302     INT.  HYDE PARK UNDERGROUND - DINING ROOM

					VALENTINE
				(indicates supper)
			Think of this as your second
			wedding feast ...

					EMMA
			I'm already married ...

					VALENTINE
			Come, come, you're a widow -- a
			most attractive widow. Now I think 
			of it, we'll need a bridesmaid. Here.

	He pushes a button.  Bad Emma enters.  Tattooed Z424.  Unmistakably hostile.

					VALENTINE
			My latest model. A compound of 
			plastics and sensor chips. A big 
			improvement on the old X404s.
			The poor thing is quite fond of me. 
			Emma, say hello to Emma.

	BAD EMMA HISSES, a strange mix of STATIC and FEEDBACK.

					VALENTINE 
			You know, I believe she's actually 
			jealous.

					EMMA
			Valentine, listen to me ...

					VALENTINE
			Right, bridesmaid. Now what
			have I left out? Oh, yes, I know:
			the ring.

					EMMA
				(covers her hand)
			Ring?

	He stands very near her -- she's terrified -- then:

					VALENTINE
			How silly of me -- let me make
			you comfortable first ...

	As he advances, ZOOM IN EXTREME CLOSEUP Emma's eye

									
		DISSOLVE TO:


303     INT.  ISLAND (HYDE PARK) - NIGHT

	Another ball, WIDEN to reveal, from the lake, an odd eight foot high plastic ball
	emerges -- The ball lands on the shore.  From the inside, a zip peels away the plastic
	layer to reveal --

	Steed, like an urban dandy in suit and bowler.  A rose in his lapel.  He steps out, and,
	poking with his umbrella --

	Deflates the inflatable plastic submarine.  Steed heads off -- CAMERA EYES the
	peacock swivel towards him, as he heads into the jungle where he sees the --


304     RED PHONEBOX

	Steed picks up the phone.  Presses all the buttons until he hits "Button B."  As the floor
	lowers, his eyes widen in surprise ...



305     SARCOPHAGUS

	carved in Emma's likeness.  Lowered from the ceiling hydraulically into --


306     INT.  VALENTINE'S HIGH-TECH TORTURE CHAMBER - CONTINUOUS
	ACTION

	as Valentine descends spiral steps to join it.

	Valentine opens the coffin to reveal Emma strapped within.

					VALENTINE
			That's better. I say, isn't this 
			where you came in? It's
			impenetrable, by the way ...

					EMMA
			You're mad.

					VALENTINE
			Entirely. On the other hand
				(he advances towards
				her, smiling)
			Mad people get things done. Let
			me show you --


307     INT.  UNDERGROUND H.Q. - CONTINUOUS ACTION

	Steed stealing down a corridor and --

	hides, as a posse of guards rushes past, alerted by the peacock cameras.  He waits till
	they pass, then reaches out his umbrella, and --

	Nabs Father around the neck who was feeling her way after them.  Brings her down.

					FATHER
			Steed

					STEED
			How did you guess?

					FATHER
			You reek of Mrs. Peel's Black
			Leather ...

					STEED
			It was you who gave Valentine
			Peel his security clearance ...
			you're the mole who betrayed
			the Ministry.


					FATHER
			Mother betrayed me. She was 
			going to replace me with a younger 
			Father.  Errand boy that's all I was.  
			'Find Steed...'

					STEED
			Well, you found me. Have a sniff of 
			this, why don't you? Careful, the 
			scent can be overpowering ...

	Holding Father securely, Steed forces her nose into his rose boutonniere, squeezes the
	rubber tube, sprays a Mist.  Father passes out.  Steed rises, locks around.
	Sees --

	A grille and removes it, climbs in and replaces it before the guards return.  He turns 
	and --


308     INT.  DUCTS - CONTINUOUS ACTION

	crawls forward through a mass of wires and plumbing --
	until he hears a VOICE -- VALENTINE'S.

	Steed reaches another grille, through which he can see --


309     INT.  TORTURE CHAMBER

	Emma's coffin, standing on end, like the Iron Maiden faces a wall of TV monitors as
	Valentine explains.

					VALENTINE
			People expect weather to be free. 
			They're used to it. I call that a 
			denial of freedom. No freedom of 
			choice. An abuse of human rights. 
			They buy water, electricity, gas. 
			Why shouldn't they be able to buy 
			their own weather if they want to? 
			If they have a little incentive ...

	Emma reacts -- also Steed (unseen) behind her.

					EMMA
			Such as?

					VALENTINE
			Destruction of their local weather 
			systems. I can zap a thousand 
			Chernobyls into the air.

					EMMA
			The result would be ...

					VALENTINE
			Chaos. Transport paralysis. Crop 
			failure.  Economic disaster.  
			Frostbite or sunburn ... on a 
			massive scale. 
			You've seen a few samples...

					EMMA
			Then what's stopping you?

					VALENTINE
			One very small thing. A diamond
			'cyclone' chip. A thousand times
			more information on a fraction of
			the size. If I possess that, my
			powers would be unlimited. My
			dear half-brother was developing
			it. But he suspected sabotage.
			He gave the chip to ... you,
			'Mrs.' Peel. I want you. But
			also your ring.

	Valentine takes her by the hand. Kisses --


310     CLOSEUP - HER RING

A diamond.  In the light, a patterned imprint.  ZOOM IN -- a complex fractal equation of circuits.


311     BACK TO SCENE

					VALENTINE
			The missing piece of the jigsaw.
			I tried to get you to give it to me 
			as Peter; I tried to steal it from 
			you as Dr. Darling. As myself I'll 
			be a bit less subtle.
				(he slips it off her
				finger; holds it up)
			With this ring my plan will be
			complete.

					EMMA
			How Wagnerian ... Do you mean 
			to say you've waited all these 
			years because you couldn't create 
			a chip on your own? That would 
			have amused Peter.

					VALENTINE
			Speaking of Peter, there's more good 
			news: You won't even have to change 
			your last name. You'll always be Mrs. Peel.

					EMMA
			What are my choices?

					VALENTINE
			Choices?

					EMMA
			I'll never marry you.

	Valentine is philosophical.  He spins the sarcophagus on an axis, lying it flat -- Emma 
	lying in her coffin as he looks down at her --

					VALENTINE
			One out of two isn't bad. I'll keep you 
			alive, darling Emma. In a year or five, 
			you may change your mind. If you're 
			still in it.

	Valentine presses a button.  From the ceiling -- a surgical laser.  Moves down to within
	inches of her face.

					VALENTINE
			This little toy gave me back my face.
			It can replace yours. What do you think?
			Medusa? Madame Defarge? Maggie
			Thatcher?

	He marks an imaginary line round Emma's face.

	An ALARM BELL RINGS.  Emma reacts.

					FATHER (V.O.)
			Dr. Darling, this is Father. We
			have an intruder. I repeat --

	Valentine switches off the PA.

					VALENTINE
			Ah. That will be Steed. He followed 
			you. Please excuse me. I have work 
			to do. My most spectacular 
			performance. A ballet of clouds. It 
			was made for you. I want to give you 
			a heart, Emma. I want all of London 
			to see it. And now with this ...
				(flourishes ring)
			They will.
				(leans close)
			And for an encore: the biggest cyclone 
			in history will wipe the City from the 
			face of the earth.
				(winks)
			Shape of things to come, my darling.

	He stuffs a gag into Emma's mouth and closes the coffin on her muffled protests. 
	Darkness.

	Immediately, Steed tries to force his way through the grille.  No such luck.

					STEED
			Blast. What to do? Mrs. Peel!

	He doesn't dare say her name too loud -- and there's no telling if she could hear him in
	that thing, anyway.

	He turns around in the tunnel -- heads the other way.


312     EXT.  SKY OVER LONDON - NIGHT

	Moonlight night.  Dark clouds approach like an army, spreading shadows.


313     INSIDE CLOUDS

	MOISTURE SPITS and CRACKLES, static energy waiting to explode ...

	In the sky -- clouds join together like a genie from a lamp, forming -- over the city -- a
	strange dark sensuous figure, half human, half dreamlike.

	That stalks the city....


314     INT.  DUCTS - CONTINUOUS ACTION

	Steed crawling.  A rat runs over him ...

					STEED
			The things I do for England ...

	Pitch dark, then --

	Emma's coffin is opened and we see Bad Emma, looking down.

	Bad Emma stares at her human double -- Emma: who looks imploringly at her to undo
	the gag.  Bad Emma removes it, she --

	Runs a finger down Emma's body, inside a hole torn in the leather -- warm human flesh.
	Blood.  Her flesh.  Her blood.  Fascinated.

					EMMA
			You must let me go ...

	Bad Emma listens.  Gently lays her head on Emma's breast, listens to --
	the HEARTBEAT.  Ba-boom.  Ba-boom ...

					EMMA
			Don't you understand? If he has
			me, he'll have no use for you ...
			he'll destroy you ...

	The words jolt Bad Emma back, remembering her mission.  She goes to the laser, aims
	it at Emma's face!

					EMMA
			No...

	Bad Emma hesitates, looks strangely human as --


315     ANOTHER PART OF UNDERGROUND H.Q.

	The grille pops off and Steed emerges where the guards are waiting for him --

					STEED
			Oh, dear.

	No escape.  He takes off his bowler -- deftly removes a strip from its brim, aims it at
	the guards, and --

	Hurls it ...


316     CLOSEUP - BOWLER (IN FLIGHT)

	A glinting razor's edge, which --

	Swoosh -- !  Slices into the closest guard before returning, like a boomerang to Steed.
	He taps twice hard steel as ...


317     OTHER GUARDS

	run towards him, Steed swivels gracefully and - slams the bowler in their faces, a
	sartorial knuckleduster -- wham -- !  One drops -- Bam -- !  The other collapses, slump
	to the ground.  Steed stoops down, picks up his hat, sees --

	A dent in its steel top.  For the first time, Steed loses his cool.  Genuine rage.

					STEED
			Someone's going to pay for this.

	Stepping over the nearest body, Steed moves on his way, as --


318     CLOSEUP - VALENTINE

	places a ring inside a control module filled with identical-looking diamond chips ...

	WIDEN to reveal ...


319     INT.  CONTROL ROOM - NIGHT

	Masses of dials and switches.  ( Off to one side, on a wall, a rack of rapiers ... )

	Valentine hits a switch ...

					VALENTINE
			Start the countdown. Action
			stations. Five minutes ...

	The countdown starts, red digitals going backwards --

	Colorized computer screens map out hostile weather fronts.
	A COMPUTERIZED VOICE STARTS to COUNT.  The CLOCK TICKS.

	Father enters behind him.

					FATHER
			Congratulations. The clouds are
			on course ...

					VALENTINE
			To explode. London will be ashes.

					FATHER
			Not yet! They haven't heard our
			terms ... !

	Father tries to hit the switch.  Valentine yanks her off.

					VALENTINE
			Are you insane? Stop the program
			and you activate the auto-destruct!

					FATHER
			But all those people -- !

	Valentine strikes her hard --

					VALENTINE
			My cloud ballet! My cyclone!

	Father slides to the floor.  Valentine ignores her.  Concentrates on the control panel red
	lights, as --


320     EXT.  PARLIAMENT SQUARE - NIGHT

	Up in the sky, more white clouds --

	Darken into boiling black.  They move and billow.  Bubbling with gases and energy
	Swirling with motion, a life of their own.

	FROM river, a scarlet fog floats upwards.  It gains mass and weight, slowly forming as
	it rolls --


321     THROUGH CITY STREETS

	then RISES ABOVE them -- into a weird pulsating red shape.
	A love heart.


322     CLOSEUP - DIGITAL READOUTS

	Whirling backwards ...


323     INT.  MOTHER'S UNDERWATER HQ - CONTINUOUS ACTION

	Mother at the controls.  RINGS the ALARM.  Panic stations as -- SIRENS BLARE. 
	WARNINGS RING OUT OVER TV and RADIO --

					MOTHER
			Dense cloud formation moving south-
			west. On course for the center of the 
			city. A fog floating in from the river. 
			The prediction is ... unstable chemical 
			reaction. Enforce the curfew ... 
			Emergency stand by ... !


324     EXT.  SKY OVER BUCKINGHAM PALACE - NIGHT

	Bad storm clouds advance over London ... black and furious.


325     OVER CITY - SEVERAL ANGLES

	As shadows in a whirl of chemical matter.  An airborne CYCLONE of BELCHING
	static ELECTRICITY.  The black shape now --

	Forming a sensuous female shape.  Like a dream wisp of ...

	Emma Peel with an hourglass figure.  While --


326     FROM RIVER

	The heart-shaped cloud seems to -- move towards the black genie shape -- trying to
	connect, to form the cyclone ...


327     EXT.  LONDON STREETS - SEVERAL ANGLES - NIGHT

	Action stations.  AIR RAID SIRENS ...

	Like a re-run Blitz.  Streets now eerily empty and dark.
	Through deserted streets --

	Troops race to positions in gas masks.  Searchlights illuminate clouds.  Worried faces
	watch the skies, as --


328     CLOSEUP - DIGITAL NUMBERS

	Fly ...


329     INT.  HI-TECH TORTURE CHAMBER - DAY

	Chaos on all TV monitors as ...

	Valentine hastens down the spiral steps and opens Emma's coffin.  What will he find??
	Emma's there, still gagged.  Looks asleep.

					VALENTINE
			My dear.
				(pulls the gag:
				kisses her)
			I wouldn't want you to miss the
			grand finale ...

	Emma opens her eyes.  Valentine looks down at her, until -- a tell-tale sign:  Z424. 
	Bad Emma is unmistakable.  He strikes her -- yanks her out of the coffin.

					VALENTINE
			Find her. Kill her ...

	He races back upstairs as ...


330     INT.  UNDERGROUND HYDE PARK - HQ CATWALKS - CONTINUOUS
	ACTION

	Emma makes her way through the labyrinthine superstructure of the place, crawling
	high on a girder over some BURBLING LIQUID below.  She hears NOISE IN the
	DISTANCE.  Suddenly --


331     INT.  UNDERGROUND HQ - STEED - CONTINUOUS ACTION

	Steed battles more guards!  No time to lose.

	Wham -- ! Bam -- ! Now moving with deadly earnest, Steed downs all oncomers,
	closing in on --


332     INT.  UNDERGROUND CONTROL ROOM - CONTINUOUS ACTION

	Steed rushes in, BOLTS the AIRLOCK behind.  Pounding on door.

	He sees the timer racing backwards -- stands over the controls, trying to figure out how
	to stop the program.

	Looks for the chip -- amongst all the rest it's like trying to find a contact lens in
water.


333     FLOOR-LEVEL HATCH

	opens behind.  Valentine emerges, drops the HATCH COVER with a THUD.  Steed
	whirls.

					VALENTINE
			John Steed.

					STEED
			Valentine Peel. I see you've gone 
			back to using your original face.

					VALENTINE
			The last one you'll ever see.

					STEED
			Perish the thought.

	Valentine fulls forth a rapier from the wall.

					VALENTINE
			Did they tell you at Eton that I
			was fencing champion, too?

	Steed unsheathes his umbrella, revealing ditto.

					STEED
			They said you were a very naughty 
			boy.

	The fight is on as the numbers grow smaller!


334     SEVERAL ANGLES

					VALENTINE
			You're better than I expected.

					STEED
			I was at Harrow ...

					VALENTINE
			But did they teach you this?

	Valentine whacks the blade off Steed's umbrella handle.  Laughs.  A diminished phallic
	symbol.  Steed, dumbfounded.

	Valentine advances towards Steed --

	Who points the umbrella at him.

					STEED
			Bang-bang ... you're dead.

					VALENTINE
			You wish.

	He moves to close in, when ...


335     CLOSEUP - FLASH OF LIGHT

	from the muzzle, as a BULLET ZIPS out, and --


336     VALENTINE

	recoils.  Blood streams from his shoulder.  He looks up, devastated.  Steed blows
	smoke away from the muzzle.

					STEED
			One shot -- for emergencies.

					VALENTINE
				(clutches wound)
			That's not playing by the rules.

					STEED
				(echoes Emma!)
			Rules are made to be broken.

					VALENTINE
				(pulls his own gun)
			If you say so.

					STEED
			I do.

	He FIRES again.  To the heart.  Valentine spins to the floor.

					VALENTINE
			You said ... one shot.

					STEED
			Did I? My mistake.

	Steed turns to the console, tries to figure out how to stop the countdown, when behind
	the hatch opens again, revealing Emma.  Valentine pulls her up, grabs her as hostage --

					VALENTINE
			I wouldn't do that, if I were you.

	Steed turns.

					STEED
			Mrs. Peel -- !

	Valentine has Emma, a knife to her throat, stands over the hatch.

					VALENTINE
			Bullet-proof waistcoats -- just the 
			thing. I get mine from Trubshaw's. 
			We'll be off now, won't we, darling?
				(to Steed)
			We wouldn't want to miss the
			fireworks. Figure it out if you can, 
			Steed ...


337     DOWN HATCH

	Valentine drags Emma, bolting the hatch.


338     ON STEED

	He's torn briefly, but there are thousands of lives at stake; Steed goes to the control
	module and starts pulling out chips, looking ...


339     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

	The biggest cyclone you've ever seen starts slowly whirling above the city, gathering
	momentum ...


340     NUMBERS

	going down, down, down, as ...


341     INT.  CATWALKS - CONTINUOUS ACTION

	Valentine drags Emma backwards ...


342     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

	The cyclone picking up force ...


343     CLOSEUP - STEED'S HANDS

	pull up a chip.  The red numbers freeze.  WIDEN to reveal...


344     INT.  CONTROL ROOM - CONTINUOUS ACTION

	The SIRENS CEASE.  Steed allows himself a smile of relief.


345     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

	The giant cyclone begins to break apart ...


346     SEVERAL ANGLES - DYING STORM


347     CLOSEUP - RELIEVED FACES

	Troops pulling off gas masks as ...


348     INT.  CONTROL ROOM - ON SCREENS - CONTINUOUS ACTION

	Steed sees the breakup of the cyclone ...

	Then -- behind him -- an ominous CLICK-CLICKING as the PROGRAM reconfigures.
	A DIFFERENT ALARM BUZZER SOUNDS and the words: 

	"AUTO-DESTRUCT, 3 MINUTES"

	start flashing ...

	A different set of numbers start running backwards ...

					STEED
			You must be joking ...

349     EXT.  CATWALKS - CONTINUOUS ACTION

	Valentine, dragging Emma, reacts to the new ALARMS.

					VALENTINE
			Fool ...

	In his hesitation, Emma suddenly makes her move.  A struggle -- Emma takes a bad fall
	down a landing below.  Ugly THUD.  Dead.

					STEED
			That will do.

	He's materialized across the girder from Valentine.  Who pulls his revolver.

					VALENTINE
			Aren't you forgetting about
			something?

					STEED
			You are, and it's behind you.

					VALENTINE
			Come, come. You don't really
			expect me to fall for --

	Bad Emma's arms go 'round Valentine in a lethal embrace.

					VALENTINE
			Let go, you ... idiot ...

	Uh uh.  She holds him in a vice-like grip.  Hugging Valentine.

					STEED
			I think she really likes you ...
			Where's Mrs. Peel?

					VALENTINE
			Ugh ...

	As the life is squeezed out of him, Bad Emma finally smiles.  Cradled together, she
	chokes Valentine, who gasps for breath, as --

	One last desperate move on his part and Bad Emma tumbles backwards, Valentine
	locked in her arms in a dying embrace.

	They fall into the mists and liquid below.

	Steed almost falls himself as he grabs a beam for support.  Looks down, sees ...


350     EMMA

	Dead.

					STEED
			Emma!

	He has said her name.  He scrambles down to her body.

	Emma lying sprawled out on the ground.

	Steed picks up her limp body in his arms like "Sleeping Beauty."  His eyes fill with
	tears.  He lays her down.

					STEED
			Emma ...

	He produces Peter's ring.


351     CLOSEUP - RING

	Slips it onto her finger and ...


352     BACK TO SCENE

	Kisses her.  A chaste kiss on the lips.  But with the force and passion of a lover.  He
	closes his eyes, looks away in grief.  The ALARM STILL SOUNDS but Steed doesn't
	give a damn.

	Behind, Emma opens her eyes.  As if revived by the kiss.  Or the ring.  Looks up at
	him.

					EMMA
			Steed?

	Steed looks back at her -- surprise, delight.

					STEED
			Mrs. Peel?

					EMMA
			What kept you?

					STEED
			The plot.
				(realizing)
			Hello, we must be going ...


353     CLOSEUP - AUTO-DESTRUCT NUMBERS

	Racing backwards as ...


354     SEVERAL ANGLES

	Steed pulls Emma through the catwalks and corridors of Valentine's Labyrinth ...


355     MORE NUMBERS

	racing to zero, nothing to stop them ...


356     INT.  TORTURE CHAMBER - CONTINUOUS ACTION

	Steed and Emma race in -- she sees the sarcophagus.

					EMMA
			Quick!

	Emma scrambles in and Steed leaps on top of her, bringing down the lid as ...


357     SEVERAL ANGLES

	3-2-1 -- and a BLAST like a nuclear EXPLOSION -- as the Underground HQ is
	fragmented to smithereens -- Emma's " coffin" goes flying ... as the SCREEN WHITES
	OUT.


358     EXT.  ALBERT BRIDGE - NIGHT

		Beneath the clear moonlight, all bulbs on -- like Xmas.


359     BELOW

	it floats the coffin -- which opens, revealing ...

	Steed and Emma, squashed together, gasping for breath.

					STEED
			'The owl and the pussycat went
			to sea -'

					EMMA
			'... in a beautiful pea green boat...'

					STEED
			A fine night, Mrs. Peel ...

					EMMA
			Still a bit chilly ...

					STEED
			English weather. You know, after 
			all we've been through, I should 
			say we deserve a long holiday ...

					EMMA
			Have you any place in mind?

					STEED
			As a matter of fact I have ...

	The coffin drifts downstream in the moonlight.

									
	SLOW DISSOLVE TO:


360     EXT.  SIBERIAN ICE FIELDS - DAY				360

	A few weeks later.  Across snowy wastes, a pack of Huskies drag a sled behind them,
	WHIP CRACKED by a --

	Frozen fur-clad Siberian peasant.  As he turns a corner, dogs stumble from ice and
	snow into --


361     SAND

	The peasant stops, stares.


362     AHEAD OF HIM

	Sun beats down.  A tropical beach.  A warm sea.  A butler, Trubshaw.  POPS a
	CHAMPAGNE CORK.  From a tent, he brings two glasses down the beach to


363     TWO DIVAN-STYLE DECK CHAIRS

	Where Steed and Emma toast in the sun.  Steed in a smoking jacket, Emma in a bikini.

					EMMA
			I don't recall Siberia being this
			warm, Steed.

					STEED
			It's the latest thing, Mrs. Peel.

					EMMA
			Our little paradise -- just made
			for two?

					STEED
				(looks; frowns)
			Not quite.

	On cue from the water, Mother emerges, snorkeling in his wheelchair contraption --
	with Brenda.  He waves to --

					STEED
			Our chaperon.

					EMMA
			Pity your mother came, too ...

	Steed seems peeved that his chance to be alone with EMMA is spoiled.  Trubshaw
	pours glasses of champagne.

					STEED
			Still a little warm, Trubshaw.
			Is this the '28? A little more
			ice, I think ...

	Trubshaw trots off dutifully.  A large ice bucket appears.  Mother moves in.  Absorbed
	by Emma, now his new protegee.

					MOTHER
			About your next assignment, Mrs.
			Peel ...

					EMMA
			Next assignment?

	Steed gives his champagne to the Siberian peasant.  He presses a switch -- an umbrella
	shoots up between them, opens up, twirls.

	PULL BACK to reveal the strip of beach, like a tiny bubble of tropical weather. 
	Against a Siberian b.g. of snow.  As we WIDEN we REVEAL a giant glass bubble,
	hearing --

					EMMA (V.O.)
			Ah ... sun tan lotion. Any shops
			nearby?

					STEED (V.O.)
			Must be. Trubshaw's busy. I'll
			send Mother ...

	PULL BACK to reveal no shop for miles around.

					MOTHER (V.O.)
			Ahem. As I was saying, perhaps
			another macaroon ...

					EMMA (V.O.)
			Thank you, Steed.

					STEED (V.O.)
			Thank you, Mrs. Peel.

	Behind the umbrella -- LAUGHTER.  CHINK of GLASSES.

									
			FADE OUT.




					THE END

Avengers, The



Writers :   Don Macpherson
Genres :   Action  Adventure


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