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The Avengers (1998)

by Don Macpherson.
June 21, 1995

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


1	BLUE SKY WITH CLOUDS

PAN DOWN to reveal:


2	EXT - SALTFLATS - DAY

A flat horizon, stretching to infinity.

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


3	RED PHONE BOX

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

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

The PHONE RINGS.

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


4	IN DISTANCE

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

ZOOM! --


5	CAR

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

SCREECHES to a halt.

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


6	KINKY BOOT

in black leather.

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


7	BEAUTIFUL WOMAN

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

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

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

From the receiver, an irritated official voice.

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

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

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


8	INSIDE PHONE BOX

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

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


9	INT.  LABORATORY

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


10      FROM AIRLOCK DOOR

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

		PETER
	Ready, darling?

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

		EMMA
	Ready as I'll ever be ...

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


11      LONG CORRIDOR

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

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

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

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

		PETER
	Anything else?

Valentine smiles, shrugs --

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

		EMMA
	Thanks, Valentine ...

Emma gives him a quick peck on the cheek.

A shy look from Valentine at Emma.  Peter senses

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

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

He takes a ring from his finger --


12      CLOSEUP - DIAMOND GEM

on a gold ring.


13      BACK TO SCENE

He slips it onto her finger.

		PETER
	Something to remember me by.

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

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

		EMMA
	One sunny day ...

The countdown ECHOES around them as they separate.


14      IN DISTANCE

Valentine watches her.


15      INT.  LAB CHAMBER

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

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

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


16      FROM EMMA'S POV

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


17      UP IN CONTROL ROOM

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

		VALENTINE
		(thrilled)
	Readings still normal ...

The assistant smiles oddly.  FOCUS ON --

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


18      EXT.  SALTFLATS - DAY

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


19      DOWN BELOW

A temperature gauge rises.

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

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


20      CLOSEUP - WHITE GLOVED HAND ON DIAL

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

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

Suddenly a BLIP.  Something wrong.


21      DOWN IN HIS VAULT

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

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


22      IN CONTROL ROOM

Needles push off the dials, as --

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

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


23      INSIDE COFFIN

Peter's glass cracks

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


24      IN HER COFFIN

Emma realizes; looks to Peter --


25      EXT.  SALTFLATS - DAY

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


26      INT.  CONTROL ROOM - CONTINUOUS ACTION

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

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

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

		VALENTINE
	Emma ...


27      FROM HER VAULT

Emma undoes the straps, clambers out of her pod


28      ANGLE (IN DREAMLIKE SLOW MOTION)

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


29      BACK TO SCENE

		VALENTINE
	Get out! Leave him -- ! Emma!


30      RAPID INTERCUTS

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

		EMMA
	Peter!

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

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

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

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

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


31      ABOVE GROUND

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


32      CLOSEUP ON EMMA'S DIAMOND RING

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


33      BACK TO SCENE

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

As a GROWLING sound grows till

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


34      ANGLE (IN EXTREME SLOW MOTION)

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

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

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

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

CREDITS SEQUENCE.


35      SERIES OF SHOTS

In stark silhouette  The swishing of a bowler hat spinning thru space

An umbrella tossed in the air, flicked like a deadly weapon --

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

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

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

A thorned stem, sharp to the touch --

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

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

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

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

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

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

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

PISTOL SHOTS OVER as:


36      INT.  EMMA'S BEDROOM - PRE-DAWN

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

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

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

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


37      HER POV

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


38      BACK TO SCENE

Emma frowns, annoyed.


39      EXT.  STREETS - DAWN

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

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

40      LONDON (1999)

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

Over the RADIO, a plummy voice:

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

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

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


41      EXT.  STEED'S GARAGE - DAWN

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


42      INT.  STEED'S FLAT - DAWN

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

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

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

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

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

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

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

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

		STEED
	Brenda -- ?


43      FROM ABOVE HIM

a voice --

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


44      BACK TO SCENE

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

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

		STEED
	Mother. I thought you were burglars.

		MOTHER
	Brenda and I thought we'd drop in.

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

		BRENDA
	See how you're getting on ...

		STEED
	Something in the wind?

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

		MOTHER
	Weather's turning nasty.

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

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

Brenda coolly files her nails.  A flash of jealousy.

		STEED
	'Her'?


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

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

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

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


46      AT DOOR

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


47      IN CORRIDOR

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

		MESSENGER
	Dr. Peel?

		EMMA
	Thank you ...

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

		EMMA
		(reads)
	'Please answer the Telephone.'

Emma looks: The phone sits there.

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

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

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

		EMMA
	Kippers ...?


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

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

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

-- an astonished uniformed commissionaire.


49      INT.  BOODLES' LOBBY - CONTINUOUS ACTION

A PORTER approaches her, equally surprised.

		PORTER
	May I help you, madam ...

		EMMA
	Mr. John Steed, please.

		PORTER
	I'm afraid that's impossible.

		EMMA
	Impossible?

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

		PORTER
	You are female?

		EMMA
	As you see.

		PORTER
	Then you can't come in.

		EMMA
	I have an appointment.

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

		EMMA
	Really -- what happened in 1922?

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

The Porter rushes up to restrain her.

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

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

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


50      INT.  BOODLES - TURKISH BATHS - DAY

Thru a cloud of steam in an oriental room

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

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

		STEED
	Doctor Peel, I presume?

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

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

		STEED
	I was about to throw in the towel.

		EMMA
	I had a spot of bother at the door.

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

		EMMA
	1922. Why the kippers?

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

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

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

		EMMA
	Whereas you are.

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

		EMMA
	Rules are made to be broken.

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

		EMMA
	And just what is the game?

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

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

		STEED
	Much better.

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

		STEED
	I didn't. Mother did.

		EMMA
	Mother?

Steed steps closer, smiling.

		STEED
	I expect you'll like him.

Off Emma's reaction --


51      EXT.  THAMES RIVER (NEAR WHITEHALL) - DAY

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

Wearing racing goggles, windscreen down --

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

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

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

	RIVER THAMES WATER AUTHORITY
		No Admittance

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

52      LARGE WINDOW CURTAIN

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

53      INT. SECRET SERVICE HQ - UNDERWATER - DAY

Mother in his wheelchair, pulling the curtain cord.

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

A delicate CLOCK on the mantel CHIMES FOUR.

Mother wheels himself forward and hooks onto the kettle.

		MOTHER
	Shall I be mother?

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

Catches Emma's wandering lock

		MOTHER
	I expect you're wondering where
	you are.

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

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

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

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

		EMMA
	Hmmm ...

		MOTHER
	Looks like rain, Steed...

		STEED
	... Showers followed by sunny periods.

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

		MOTHER
	Oh, yes we are.

		BRENDA
		(to Emma, cunning)
	Macaroon?

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

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

54      IN DARKNESS

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

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

CLICK.  The lights go back on.  Emma notices - a new arrival

a tall, striking OLDER WOMAN; dark glasses.

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

		EMMA
	Let me guess -- 'Father'?

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

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

		EMMA
	You're --

Blind ... Father smiles.

		FATHER
	God, you're quick.

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

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

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

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

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

		STEED
	Global warming?

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

		EMMA
	How curious ...

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

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

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

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

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

Emma hesitates, unsure for the first time ...

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

She gets up, ready to go.

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

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

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

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

		EMMA
	Me, isn't it?

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

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

		EMMA
	You're saying I have no choice.

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

		EMMA
		(very arch)
	Ropes?


55      INT.  SECRET SERVICE HQ SHOOTING GALLERY

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

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

Emma, who works at reloading as


56      HIGH ABOVE IN ONE-WAY MIRRORED GALLERY

looking on, Mother with Steed.

		STEED
	Think she really killed those agents?

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

		STEED
	Amnesia?

		MOTHER
	Possibly. Split personality ...

		STEED
	Insane ... ?

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

		STEED
	Why?

		MOTHER
	She may try to kill you.


57      IN SHOOTING GALLERY

Emma swiftly turns, aims, and --

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

		STEED
	Perhaps I ought to talk with Dr.
	Darling.

58      INT.  SECRET SERVICE HQ PSY OPS ROOM

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

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

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

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

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

Steed looks meaningfully at Mother.

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

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

		DR. DARLING
	Her husband was one of ours.

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

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

		STEED
	Anyone particular in mind?

		MOTHER
	You.

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


59      INT.  SECRET SERVICE FENCING SALON

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

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

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

Tic-tac ...

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

Tic-tac ...

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

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

		EMMA
	My father always wanted a boy.

		STEED
	Really?  I fail to see the connection.

		EMMA
	I had a feeling you would. Touche!

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

		STEED
	I take your point.

Emma takes off her mask.

		EMMA
	Do you?

		STEED
	Yes indeed. I need protection.


60      EXT.  SIGN - DAY

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

		EMMA
	I thought we were on our way.

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

		EMMA
		(dry)
	Or half cocked.

61      CLOSEUP - TRUBSHAW

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

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

		TRUBSHAW
		(significantly)
	Very good, Mr. Steed.

WIDEN to reveal:


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

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

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

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


63      BEHIND DISPLAY

Eyes watching Emma and Steed rise ...

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

		STEED
	Thank you, Trubshaw ...

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

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


64      EXT.  LONDON STREETS - DAY

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

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

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

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

65      SIGN

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

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

66      CLOSEUP - SPECIAL DASHBOARD COMPARTMENT

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

WIDEN to reveal:

67      INT.  JAG - DAY

Emma, reacts, pours from the samovar ...

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


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

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

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

She hands over a cup.

		EMMA
	But why? What's the point?

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

		EMMA
	And I suppose you're the knight.

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

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

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

		STEED
	I'm hoping you will.

He puts his foot down.  Zoom ...


68      EXT.  COUNTRYSIDE - DAY

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


69      INT.  JAG - DAY

Emma consults a list, reads --

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

		STEED
	As per mother's instructions.

		EMMA
	Do we always follow Mother's
	instructions?

		STEED
	For a man in my position --

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

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

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

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

		EMMA
	No thanks.

		STEED
	I meant me.

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


70      EXT.  HIGHLANDS - DAY

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

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

		EMMA (V.O.)
	An eccentric recluse?


71      INT.  JAG - DAY

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

		EMMA
	June, July ... August?

		STEED
	The family does seem to be somewhat
	meteorologically inclined.

		EMMA
	Any other vices?

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

Emma takes this in.

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

		STEED
	Small talk.  Try the weather.


72      EXT.  HUGE COUNTRY HOUSE - DAY

Steed and Emma speed up to the huge open main gates

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

Several peacocks on the lawn fan open their beautiful tails.

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

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


73      INT.  MANOR HOUSE CORRIDOR - DAY

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

A BUTLER leading Emma down the corridor --

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

		EMMA
	Original ...

		BUTLER
	This way, miss ...

		EMMA
	Missus ...

He opens the double doors, admitting Emma into


74      INT.  A LARGE ROOM

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

100 degrees with high humidity. The Butler leaves.

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

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

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

Emma follows the SOUND, steps cautiously forward.

75      INT.  CONSERVATORY

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

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

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

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

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

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

Sir August removes his goggles, recognizes her.

		SIR AUGUST
	You

		EMMA
	Have we met?

		SIR AUGUST
	You mean you don't recall??

Before Emma can reply, the door opens...

		SIR AUGUST
	Ah, Lady June ...

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

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

		EMMA
	Thank you, Lady -- June ...

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

		SIR AUGUST
	Ah, beautiful. Just as he promised.

		EMMA
	Promised? Who promised?

		SIR AUGUST
	There, look!

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

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

76      EXT.  MOORLAND - DAY

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

		STEED
	I say, this is a bit much.

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

A deep purple cloud.  Mushrooming towards him.

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

Steed stumbles and falls

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


77      UNDULATING SAND DUNES

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

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


78      IN DISTANCE - RED PHONE BOX

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

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

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

A SCRATCHY ORCHESTRAL RECORDING of "The Merry Widow."

		STEED
	'The Merry Widow'...?

Over the MUSIC, a strange --

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

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


79      ON HORIZON

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

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

Emma Peel.  In her black leather catsuit.

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

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

		STEED
	Manners, Mrs. Peel.

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

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


80      EMMA'S POV

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


81      EMMA

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


82      STEED'S POV	82

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


FADE TO BLACK.

Sound of CLACKING ...

FADE IN:

83      INT.  SECRET SERVICE HOSPITAL - DAY

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

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

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

		EMMA
	You should be dead.  How do you
	feel?

		STEED
		(eyes her)
	Strange.

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

		STEED
	I wasn't about to.

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

		STEED
	I might say the same.

84      FROM GALLERY

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

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

		STEED
	Why should they think that?

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

		STEED
	Frankly that's how I remember it.

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

		STEED
	Perhaps your memory plays tricks,
	Mrs. Peel.

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

		STEED
	Did he say who?

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

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

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

		EMMA
	Did you say formal? I must dress.


85      EXT.  LONDON STREET - NIGHT

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


86      CLOSEUP OF HER HEEL

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

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

		EMMA
	You mean my other self ...

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

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

She moves off.  Stay on his poker face.

		STEED
	I can't wait to see afternoon.

He joins her; they survey the building.

		EMMA
	Where's the picnic?

They look up to --


87      INT.  CONFERENCE ROOM - NIGHT

A boardroom suite, overlooking London.  Lights twinkling --

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

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

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

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

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

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

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

Murmurs of congratulations amongst the bears ...

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

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

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

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

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

		TEDDY BEAR #l
	These agents.  Where are they?

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

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

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

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

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


88      INT.  BUILDING - NIGHT

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

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


89      TINY EMMA PEEL

in black leather.

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


90      BACK TO SCENE

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

		EMMA
	Another invitation. 38 Marlborough
	Terrace ...


91      INT.  EMBASSY (BELGRAVIA) - NIGHT

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

Steed and Emma open the door, rush inside.

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

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

Meanwhile, Emma goes into the --


92      NEXT ROOM - EMMA'S POV

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


93      BACK TO SCENE

Steed enters behind her, examines the gunk.

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

		EMMA
	How on earth can you tell?

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

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

		EMMA
	Very good, Steed ...

A MEWLING SOUND.

		EMMA
	What's that?

Leaving Steed to ponder the remains, Emma goes into


94      ANOTHER ROOM

Dark.  Switches on the light.  And gasps.


95      STEED

looks up as Emma emerges with -

A Leopard cub.  Steed raises his brolly.

		STEED
	What on earth?

		EMMA
	Any ideas?

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

		EMMA
	Is that written in his shoe?

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

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

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

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


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

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


97      INT.  KNIGHTSBRIDGE FLAT - NIGHT

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


98      INT.  STEED'S JAG - NIGHT

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

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


99      INT.  KNIGHTSBRIDGE FLAT - NIGHT

Emma searching ...


100     OUTSIDE FLAT DOOR	100

a key in lock.  Door opens.  Silence.


101     INSIDE - EMMA

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

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

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

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

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

Emma's eyes widen as:

A man's head emerges from the teddy torso.

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

Emma's out.

102     INT.  STEED'S JAG - NIGHT

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


103     INT.  KNIGHTSBRIDGE FLAT - NIGHT

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

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

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

		MAN
	No! You can't ...

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

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

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

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

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


104     IN OTHER ROOM

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

		EMMA
	Major D'Arcy ... ?


105     OVER HER SHOULDER

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

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

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

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

The real Emma rushes, follows her "double"

Clambers outside to rappel up the line to


106     EXT. ROOFTOPS - NIGHT

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

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

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

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


107     BEHIND GARGOYLE

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

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

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

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


108     EMMA'S POV

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


109     BACK TO SCENE

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

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


110     ON NEXT ROOFTOP

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

Turns, Emma catches up, and --

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

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

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

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

And vanishes into the rooftop maze.


111     AGAINST SKYLINE

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

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

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

112     EMMA'S POV - HIGH ANGLE

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

113     BACK TO SCENE - EMMA

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

Through the air --


114     EMMA'S POV

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


115     BACK TO SCENE

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

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

A long way.

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

Slithers down the roof.  Slips --


116     OVER LEDGE

Emma hangs on with fingertips.

Overlooking city with 100-foot neon sign above her:


117     ADVERTISEMENT

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


118     BACK TO SCENE

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

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


119     ABOVE HER

an unseen hand from Bad Emma winds down --

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

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

-- A shock, Emma plummets DOWN TO --


120     STRIPED AWNING

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


121     BALCONY WINDOW

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

		STEED
	For you, Mrs. Peel.

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

It's Sir August.

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

CLICK.

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

		STEED
	Ask Mother.

Sound OVER:  RING-RING.

122     INT.  MANOR HOUSE (SCOTLAND) - DAY

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

		SIR AUGUST
	Mrs. Peel -- ?

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

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

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

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

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

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


123     OUTSIDE

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

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

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


124     EXT.  WHITEHALL STREETS - DAY

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

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


125     INSIDE CAR

		EMMA
	Where's Mother?

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

Father drives like a maniac.  She senses their unease.

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

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

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

		FATHER
	So you say ...

		EMMA
	You don't believe him?

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

Father SCREECHES to a halt on Holland Park Avenue

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

		EMMA
	But

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

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

		BRENDA
	Fares, please,


126     INT.  BUS - DAY

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


127     UPSTAIRS

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

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

		EMMA
	He tried to warn us ...

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

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

		STEED
	Impossible.

		EMMA
	Not quite. This is my field.

		STEED
	Is there anything that isn't?

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

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

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

		STEED
	But if someone miniaturized the
	process...

		EMMA
	That's what we were working on.

		STEED
	Sounds as if someone's hijacked
	your research.

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

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

		STEED
	Where would they aim for?

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

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

		EMMA
	After the cold war ...

		STEED
	The hot and cold war ...

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


128     EXT.  WONDERLAND WEATHER OFFICES - DAY

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


129     INT.  WONDERLAND WEATHER OFFICES - DAY

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

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

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

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

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


130     INT.  WONDERLAND OFFICE - DISPLAY - DAY

A long corridor surrounded by a presentation of --

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

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

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

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

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

		STEED
	Shame. I was recommended. By a
	friend.

		BAILEY
	Really?

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

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

		STEED
	Seriously?

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

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

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

		STEED
	There are limits?

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

		STEED
	No need. I'll call again.

Steed raises his bowler.  Bailey watches him go.


131     EXT.  WONDERLAND OFFICES - STREET - DAY

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

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


132     EXT.  COUNTRY ROADS - DAY

Emma's LOTUS ELAN WHIZZES BY...

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


133     INT.  LOTUS - DAY

		EMMA
	Three agents killed by bad weather...

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

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

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

		EMMA
	Not that I know of.  Explanation?

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

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

		EMMA
	Is that what you think?

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


134     EXT.  COUNTRY LANES - SEVERAL ANGLES - DAY

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


135     INT. LOTUS - DAY

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

		STEED
	Do you always drive this fast?

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

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

		EMMA
	Hold on ...

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


136     EXT.  COUNTRY LANES - DAY

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


137     BEND

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

And suddenly sees in front of her --


138     HUGE TRUCK

crossing directly in their path!

		STEED
	Turn!


139     EMMA

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


140     TRUCK

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


141     ON HAYSTACK

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

		OLD LADY
	Are you alright, young man?

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

A SQUEAL of TIRES as -

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

		BAILEY
		(relishing)
	Reach for the sky, pardner.

Steed raises his hands.

		OLD LADY
	Oh, dear --

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

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

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

		STEED
	I feel sure of it.

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

		STEED
		(looks around)
	She was ...

They start pulling away hay from the haystack ...

		OLD LADY
	You with Mother or Father?

		STEED
	Both, actually.

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

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


142     INSIDE HAYSTACK

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

		STEED
	What, Lady Disdain? Are you yet
	breathing?

		EMMA
	Barely.

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

He pulls her out.  She's annoyed.

143     OUTSIDE HAYSTACK

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

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

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

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

		STEED
	I expect we'll have to gatecrash.

		OLD LADY
	I may be able to help you.


144     EXT.  STATELY HOME FROM POSTCARD - DAY

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

		STEED
		(checks postcard)
	Wonderland Weather Ltd.

		OLD LADY
	This way ...


145     EXT.  HALLUCINOGEN HALL - GROTTO AND MAZE - DAY

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

		OLD LADY
	Over here ...

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


146     MAZE

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

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

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

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

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

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

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


147     FROM ABOVE

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


DISSOLVE THRU TO:


148     INT.  HALLUCINOGEN HALL - CONTROL ROOM - DAY

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

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


149     EXT.  MAZE - DAY

Steed searches for an exit.


150     ANOTHER PART OF MAZE

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

As Emma steps on the leaves, she --

Falls down -- a giant rabbit hole.


151     INT.  RABBIT HOLE

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

		EMMA
	Steed ... !

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


152     EXT.  MAZE - DAY

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

Steed studies the classical statue ...

		STEED
	Mrs. Peel ... ?

Steed hears a noise, turns to see --

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

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

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

		STEED
	Your lipstick ...

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


153     INT.  HALLUCINOGEN HALL - DAY

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

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

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


154     UPSTAIRS

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


155     LONG CORRIDOR UPSTAIRS

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


156     INSIDE ROOMS

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

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

Then Emma turns into a whole room of ...

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

She shakes it.


157     EXT.  HOUSE

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


158     IN MAZE

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

		STEED
		(re: rain)
	Not again.

He rises, looks down, reacts --

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

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

She dies in his arms.

Wind picks up, too.

Steed looks about, frowning with discouragement --


159     INT.  HALLUCINOGEN HALL   PLAYROOM - DAY

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


160     FROM BEHIND

Emma hears the unmistakable chilling voice:

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

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

		EMMA
	Quite a collection.

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

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

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

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

From the shadows, a man moves out, revealing:

Peter Peel, Emma's husband!  THUNDER.

		EMMA
	Peter ... ?

Instinctively Emma moves towards him.  A long pause.

		EMMA
	I must be dreaming ...

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

		PETER
	Listen... Very much alive.

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

		PETER
	Darling, it's me...

Emma shudders, battles with herself.

		EMMA
	Peter ...

Emma is tempted, yet filled with terror.


161     CLOSEUP - EMMA'S EYES

Inside her pupil --


FLASH CUTS TO:


162     MEMORY FLASHES

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


163     BACK TO SCENE

		EMMA
	Impossible ... how?

Peter smiles disarmingly.  As if the answer was obvious.

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

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

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

		PETER
	Don't be afraid, darling.

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

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

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

As if hallucinating, Emma runs away, towards --

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

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


164     EXT.  HALLUCINOGEN HALL - WINDOW - DAY

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

Steed above her, the STORM RAGING.

		EMMA
	Steed!

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

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

He slugs her and the SCREEN GOES BLACK.

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

CLOSE ON Emma's face.

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

Emma's eyes flicker...

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

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

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

		EMMA
	Where am I?

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

		EMMA
	Was I?

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

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

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


165     ABOVE HER

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

She blinks.


DISSOLVE TO:


166     SAME SCENE - LATER

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


167     EXTREME CLOSEUP ON HER EYES

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


168     UP ON WALL

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


169     BESIDE "BED"

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


170     UP IN GALLERY

In his wheelchair, Mother sits beside Steed.

		MOTHER
	This man -- did you see him?

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


171     BY COUCH

Dr. Darling leans forward to interrogate Emma.


172     FROM HER POV

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


173     BACK TO SCENE

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

		EMMA
	... bottle ...

		DR. DARLING
	Red ...

		EMMA
	... head ...


		DR.  DARLING
	White ...


		EMMA
	Knight ...

		DR. DARLING
	Black...

		EMMA
	... death ...

		DR. DARLING
	Love...

		EMMA
	... death ...

Steed watching, listening ...

		DR. DARLING
	Flower ...

		EMMA
	... power ...

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

		DR. DARLING
	Nature ...

		EMMA
	... preserve...

		DR. DARLING
	Secret ...

		EMMA
	... love...

		DR. DARLING
	Hope...

		EMMA
	... love ...

		DR. DARLING
	Fear ...

		EMMA
	... love ...

		DR. DARLING
	Peter ...

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

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


174     CLOSEUP - EMMA

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

		EMMA
	How long have I been here?

		DR. DARLING
	Three days.

Emma unlocks her straps.  Sits Up.  Woozy.

		EMMA
	Do you get paid by the hour?

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

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

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

Pushes Dr. Darling aside.

		EMMA
	I resign.

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

		EMMA
	Watch me.

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

Emma heads for the airlock door marked:

"ANTI-GRAVITY CHAMBER -- NO ADMITTANCE"

		MOTHER
	Don't open that, Mrs. Peel!

Fat chance ... she goes in ...


175     INT.  ANTI-GRAVITY CHAMBER

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

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

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

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

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

		EMMA
	To you ... ?

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

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

Steed stares Mother out.  Who delivers his revelations.

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

		EMMA
	The Institute ... the funding ...

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

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

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

		DARLING
	It was no accident.

		EMMA
	The official investigation ...

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

Deadly serious, Emma walks over to him.

		EMMA
	Who?

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

Silence.  Emma looks away, shocked.  Steed intervenes

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

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

Emma keeps staring at Mother, fingers her diamond ring.

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


176     CLOSEUP - EMMA

touches her ring.


177     BACK TO SCENE

Emma looks up at Mother.  A barefaced lie.

		EMMA
	No.

Steed notices Emma touch her ring nervously.

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

		EMMA
	So I'm still ...

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

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

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

		EMMA
	To find out who killed my husband.

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

		EMMA
	So am I.

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

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


178     IN HALL - CONTINUOUS ACTION

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

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

		STEED
	Guilty until proven innocent?

		MOTHER
	Mother and Father know best.

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

		MOTHER
	Something quick. Nothing too ...
	messy.

ON Steed.  CAR ROAR over as --


179     EXT.  COUNTRYSIDE CLINIC - DAY

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

"WINSLOW HOME FOR RETIRED LEPIDOPTORISTS" (Butterfly logo)

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


180     EXT.  COUNTRYSIDE - DAY

Emma speeds down lanes ...

Followed at a safe distance by Steed in his SS100.


181     INT.  STEED'S JAG - DAY

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


182     CLOSEUP - CONCEALED MICRO-BUG - INTERCUT

on Emma's shoulder as she drives ...


183     EXT.  LANES - DAY

The cars whiz past ...


184     INT.  STEED'S JAG - DAY

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

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

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


185     INT.  COUNTRY CHURCH - DAY

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

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

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

		EMMA
	You followed me.

		STEED
	Orders.

		EMMA
	To kill me?

		STEED
		(fractional pause)
	Nothing personal.

Emma smiles. Then turns, and --

Runs!  Steed follows Emma through a door to --


186     INT.  CHURCH BELL TOWER - DAY

Steed enters, glimpses --

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


187     UP BELLTOWER

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


188     EXT.  BELLTOWER TOP - DAY

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

		EMMA
	A long way down.

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

		STEED
	Careful. You might fall.

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

		EMMA
	I could save you the trouble.

		STEED
	No trouble.

		EMMA
	Because you always obey orders ...

		STEED
	Always.
		(pause)
	Except ...

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

		EMMA
	Yes ... ?

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

Steed reaches out for her.  Holds out his hand.

		EMMA
	And do you trust me?

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

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

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

		STEED
	I need proof.

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

		STEED
	It was longer. On the lips.

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

		STEED
	Much longer.  Approximately ...
	fifteen seconds.

Emma harumphs, exasperated.  Moves closer to him.

		EMMA
	... Ready?

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

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

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

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

		STEED
	Keeping a stiff upper lip?

		EMMA
	Is that all?

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

		EMMA
	So I'm in the clear?

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

		EMMA
	But you did suspect me.

		STEED
	Not for a moment.

		EMMA
	You're playing games.

		STEED
	Aren't we all, Mrs. Peel?

		EMMA
	I thought you played by the rules.

		STEED
	I thought you didn't.

		EMMA
	I'm playing to win.

		STEED
	Winning isn't everything.

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

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

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

		EMMA
	No, after you.

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

		EMMA
	As far as you trust me.

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

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

With this comforting thought, Steed descends first.


189     EXT.  CHURCH TOWER - DAY

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

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

RING-RING ... Starts to RING.

		EMMA
	Who could that be?

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

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

He pulls her back.  Emma looks at him.

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

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

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

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


190     CLOSEUP - PHONE

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


191     INSIDE PHONE BOX

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


192     OUTSIDE

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

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

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


193     INSIDE PHONE BOX

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

Silence.

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


194     FROM PHONE BOX

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

		CHOIRBOY
	It's your mother.

The vicar and choirboys look on sympathetically, as --

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

		STEED
	Mother? How did you find me?

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

		STEED
	I told Mother I took care of you.

		EMMA
	You lied.

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

OFF Emma's reaction to this news --


195     INT.  HALLUCINOGEN HALL - DAY

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

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


196     DOWN LONG HALL

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

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

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


197     CLOSEUP - IN HIS HANDS - SNOWSHAKER

which he grips tightly. As --


198     IN MIRROR

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

Shakes the snowshaker ...


199     EXT.  COUNTRYSIDE - DAY

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

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


200     INT.  JAG - DAY

Steed driving, winces with the drizzle.

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

		EMMA
	No idea who. No idea why ...

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

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

		STEED
	Quite. Any childhood friends?
	Enemies?

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

Steed thinks; sighs.

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

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


201     INT.  MINISTRY CORRIDORS - DAY

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

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

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

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

		EMMA
	Why's he called 'Invisible'?

		STEED
	You'll find out.

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

		EMMA
	Aren't you coming?

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

Emma goes in as Steed walks down the corridor.


202     INT.  MINISTRY OFFICE - DAY

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

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

FOOTSTEPS.

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

A filing cabinet drawer opens up.  On its own.

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

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

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

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

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

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

		EMMA
	I see.

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


203     INT.  MINISTRY - ANOTHER OFFICE

Steed on the phone.

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


204     INT.  INVISIBLE JONES' OFFICE

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

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

		EMMA
	Peter's brother?  But --

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

Emma is surprised.

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

		EMMA
	I know all this.

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

		EMMA
	Surveillance? By whom?

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

		EMMA
	Who's now vanished.

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

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

Steed enters behind them on the run --

		STEED
	We must hurry, Mrs. Peel ...

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

		STEED
	You didn't tell her?

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

		EMMA
	Getting to what?

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

		EMMA
	I fail to see --

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

		EMMA
	Have we been invited?

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

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

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

Steed proffers an arm to Emma.

		STEED
	May I have the honor, Mrs. Peel?

She decides, takes his arm.

		EMMA
	You may, Mr. Steed.

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


205     EXT.  LONDON STREETS - SEVERAL ANGLES - NIGHT

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


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

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

ORDERS BARKED OUTSIDE as --

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

		FATHER
	I'll see to it personally.

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


207     EXT.  PALACE (WESTMINSTER) - NIGHT

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


208     INT.  PALACE (WESTMINSTER) - NIGHT

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

		STEED
	What's that you're wearing?

		EMMA
	It's called Black Leather.

		STEED
	Intoxicating. Here, have one of
	these.

He fumbles with a bulging jacket pocket

		EMMA
	What is it?

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

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

		STEED
	You first.

		EMMA
	Shall we?

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

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

Steed checks out his own.

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

APPLAUSE.

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

		EMMA
	Trubshaw again? What now?

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

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


209     INT.  PALACE HALLWAY - NIGHT

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


210     MARBLE HALLWAY

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

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

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

They move cautiously forward as


211     EXT.  LONDON STREETS - NIGHT

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

Even troops play with snowflakes, until --


212     SEVERAL ANGLES

The wind rises.  The snow falls harder.


213     INT.  PALACE - NIGHT

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

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

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

		STEED
	Oh, hello ...

		FATHER
	We want Mrs. Peel.

		STEED
	Dead, I'm afraid.

Emma in hiding, listens as --

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

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

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

Emma is deeply affected by Steed's choice.

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

		FATHER
	I shall summon security.

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

Emma returns as the ALARM is raised --

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

		EMMA
	Have a look at this.

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

		STEED
	It's almost May, for heaven sake.


214     EXT.  LONDON STREETS - NIGHT

The blizzard rages through streets --

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

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


215     INT.  PALACE - NIGHT

Steed returns, rushes across the marble halls --

To Emma. But up ahead, sees --


216     STEED'S POV - FROM WINDOWS

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


217     INT.  PALACE ANTEROOM - NIGHT

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

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

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


218     CENTER OF HALL

The sight of Emma Peel in black leather.

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

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

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


219     SEVERAL ANGLES

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

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

		STEED
	Quick --it'll protect you --

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

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

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

Steed and Emma run after them.  More butlers pursue.


220     EXT.  PALACE - NIGHT

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


221     INT.  MOTHER'S HQ - CONTINUOUS ACTION

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


222     INT.  PALACE HALLWAY - NIGHT

Behind pillars, Steed and Emma hide as --

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

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

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

		STEED
	After him, Mrs. Peel!

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

		STEED
	Go -- !

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

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

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


223     EXT.  ELEVATOR (UPPER FLOORS) - CONTINUOUS ACTION

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


224     INSIDE ELEVATOR

Emma waits inside.  Until she reaches --


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

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


226     INT.  ELEVATOR - CONTINUOUS ACTION

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


227     ON STAIRS - MEANWHILE

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

228     INT. ELEVATOR - CONTINUOUS ACTION

At the next floor, the doors open --

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

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

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

And a knee in his back in time for --

PING!  The BELL RINGS at --

3rd floor where --

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

Whooomph!  a blast of fire from --

A flamethrower launched in the hall.

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


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

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


230     INT.  ELEVATORS - CONTINUOS ACTION

Slam shut.  COOL HUM ...


231     EXT.  PALACE MAIN FLOOR - CONTINUOUS ACTION

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


232     INT.  ELEVATOR - CONTINUOUS ACTION

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

Waiting, until ...


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

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

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

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

As her elevator doors close --

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

Rushes to --


234     ELEVATOR (5TH FLOOR) - CONTINUOUS ACTION

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


235     BUTLER'S POV

No Emma.


236     BACK TO SCENE

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

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


237     INT.  ELEVATOR - CONTINUOUS ACTION

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

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

Emma, who -- drops down and --

Scissors the butler's head between her legs.

The grenade rolls free ...

Emma twists around, grabs his ears, and --

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

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


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

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

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


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

Breaks from its ropes, and --

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


240     INT.  PALACE STAIRS - CONTINUOUS ACTION

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


241     INT.  PALACE ATTIC - NIGHT

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

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


242     INT.  NARROW STAIRCASE

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

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

Emerges into the night air.  Snowflakes tumble around her.


243     EXT.  ROOFTOP - HELIPAD - NIGHT

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

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

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

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

The chopper -- about to take off.


244     FROM INSIDE CHOPPER

The gas-masked MAN in the white lab coat:

		MAN
	Goodbye, Mrs. Peel!


245     EXT.  ROOFTOP

The chopper rises slowly.

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


246     FROM INSIDE CHOPPER

A farewell wave from the gas-masked man.


247     CLOSEUP - EMMA

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


248     EMMA'S POV

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


249     INT.  CHOPPER - NIGHT

Above London rooftops, after dark --

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

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

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

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

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

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

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

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

		EMMA
	Anyone else need a lift?

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

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

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

Blam -- !  a kinky leather boot crashes --

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

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

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


250     EXT.  CHOPPER TOP - CONTINUOUS ACTION - NIGHT

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

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

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

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

		CO-PILOT
	Happy landings, Mrs. Peel.

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

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

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


251     EXT.  WIDE ANGLE - NIGHT

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


252     THEIR POV

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

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


253     CLOSEUP - EMMA

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


254     BACK TO SCENE

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

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


255     IN NIGHT AIR

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


256     INT.  CHOPPER - CONTINUOUS ACTION - NIGHT

The white-coated Man gets control ...


257     EXT.  CHOPPER - CONTINUOUS ACTION - NIGHT

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


258     SEVERAL ANGLES

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


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

The chopper dips down, dragging Emma through icy water ...

Up ahead ... Tower Bridge ... twin peaks ... a firework display going on ... rockets and
lights in the sky thru snowflakes ...

Emma sees the bridge coming, reaches down and --


260     CLOSEUP SHOT

Detaches her pocket limpet bomb and lobs it into the chopper cockpit.


261     HER POV

The bridge looms up, chopper rising to cross it as Emma leaps onto the bridge!


262     INT.  CHOPPER - CONTINUOUS ACTION - NIGHT

The Man sees the bomb ...

Also flings himself onto the bridge as --

Against b.g. of the fireworks display --


263     WIDE ANGLE - TOWER BRIDGE - CONTINUOUS ACTION - NIGHT

BOOM! -- the CHOPPER EXPLODES.  Ball of flames.  The crowd roars in
appreciation ... great fireworks!


264     EXT.  TOP OF TOWER BRIDGE WALKWAY - CONTINUOUS ACTION - NIGHT

Emma picks herself up, sees the Man in the white lab coat and runs for him.

He runs too -- towards --


265     ANOTHER CHOPPER

which unloads a rope ladder as Emma puts on every ounce of steam ...
The Man reaches for the dangling ladder --
but --


266     CLOSEUP - ON HIS FOOT

stuck, wedged between narrow battlements.


267     BACK TO SCENE

The Man looks at his shoe, at Emma charging towards him, at the rope ladder.  He
pulls his foot out of his shoe and grabs the ladder, sailing off in the second chopper,
leaving Emma panting behind.  She's soaked, frozen, gasping for breath, bending over,
when she sees --


268     CLOSEUP - SHOE

Emma pulls it from its wedge, looks at the inside:  --  "Trubshaw's of Jermyn Street."

		STEED (V.O.)
	I thought it was Cinderella
	who lost her slipper ...


269     INT.  TRUBSHAW'S - DAWN

On Jermyn Street, snow lies waist high.  BLARING SIRENS.  Searchlights.  PA
announcements urge citizens to stay indoors ... PULL BACK to reveal a fire glows, a
CLOCK TICKS calmly.  Emma sits with her shoe, surrounded by a pile of shoes.
Steed & Trubshaw beside her.

		EMMA
	This time the shoe's on the other
	foot. You said a hand-made shoe
	was as good as a photo-fit or
	D.N.A.? Well, all we have to do is
	find the shoe that fits ...

		TRUBSHAW
	It should be easy. A Trubshaw
	client has his shoes delivered
	personally. The Ministry should
	be able to confirm our delivery.

		STEED
	I'll be back ...

		EMMA
	Where are you going?

		STEED
	Laying in supplies, Mrs. Peel weather
	may get very nasty and I've no umbrella ...

		EMMA
	You needn't bother. I can't drag you
	further into this. After all, I am still
	the chief suspect.

		STEED
	No bother. Mother and Father think
	I've joined you. I might as well.

		EMMA
	But --

		STEED
		(comes back)
	Oh, and by the way, I think it's about
	time you got rid of that chip on your
	shoulder.

		EMMA
	If you'd been through what I have,
	you wouldn't --

Steed reaches and pulls off the micro-bug from her shoulder.

		STEED
	A microtag. One of Mother's little
	toys. There you are. Free at last.

He tips his bowler off her surprised reaction.


270     INT.  TRUBSHAW'S BASEMENT - CONTINUOUS ACTION

An armory.  Steed stands before racks of umbrellas, displayed like ceremonial swords --
ivory handles, duck handles, you name it ...

Steed hefts a few, as picky as a Samurai ...


271     UPSTAIRS - HOURS LATER

Emma surrounded by a mountain of shoes.  Triumphantly, she holds up a pair of shoe
lasts.

		EMMA
	Prince Charming, I presume.
	Your name is ...


272     CLOSE ON WORN PAPER LABEL

with the name:  DARLING.

		EMMA
	Oh my God ...


273     INT.  TRUBSHAW'S - DOWNSTAIRS - CONTINUOUS ACTION

Steed selects his umbrella and we FOLLOW UP TO:


274     INT.  TRUBSHAW'S - UPSTAIRS - DAY

He sees only Trubshaw.

		STEED
	Where's Mrs. Peel?

		TRUBSHAW
	She just left, sir. In a hurry.

		STEED
	What?

		TRUBSHAW
	She said you'd understand.


275     ON STEED

Worried.

		VOICE (V.O.)
	Ah, here we are ...


276     CLOSEUP - PIP PUFFING IN MID-AIR

WIDEN to reveal:


277     INT.  MINISTRY ARCHIVES - DAY

Inside the archives, among leather volumes.  A file goes through the air, passed to
Emma ... As she reads.  A map is opened across a desk from her.

		INVISIBLE JONES (V.O.)
	'X' marks the spot. The shoes were
	delivered to ... an island in Hyde Park.
	Surrounded by the Serpentine. On the
	site of a former Ministry installation...

		EMMA
	... and now?


		INVISIBLE JONES (V.O.)
	Privately owned by ...

		EMMA
	Let me guess:  Wonderland Weather.

		INVISIBLE JONES (V.O.)
	Very good, Mrs. Peel ...

		EMMA
	I shall need a small plane.

		INVISIBLE JONES (V.O.)
	You're not venturing alone, surely.

		EMMA
	I'm going to find out who killed
	my husband. Will you take these
	documents to Steed?


		INVISIBLE JONES (V.O.)
	Of course.


278     ON EMMA

		EMMA
	Tell him I said ... goodbye.


279     INT.  SECRET SERVICE HQ - DAY

below the Thames as at the beginning.

In darkest paranoia, Mother lies at the heart of his Labyrinth.  Controls around him
flash emergency.  Panic.  Cakes piled up beside him, uneaten.  Beside him, Father.
Brenda hands a phone.


		BRENDA
	Steed for you.

Mother grabs the phone, furious.

		MOTHER
	Where's Mrs. Peel?

He signals frantically for Father to trace the call, but being blind, Father just sits
there.

		STEED (V.O.)
		(filtered)
	I was hoping you could tell me.

		MOTHER
	You're getting yourself into terrible
	trouble, my son. Weather's turning
	very nasty -- and so am I.

		STEED (V.O.)
		(filtered)
	I'm going to follow up on a hunch of
	my own. If I'm right, Mrs. Peel is
	innocent and you have a mole.

		MOTHER
		(grabs mirror;
		searches his face)
	Where?

		STEED (V.O.)
		(filtered)
	In your operation.

		MOTHER
	I'm warning you for the last time,
	Steed: whoever's behind all this,
	looks like Mrs. Peel, walks like
	Mrs. Peel and kills like Mrs. Peel.

CLICK.  The line goes dead.


280     CLOSE ON MOTHER

Furious.

		MOTHER
	Steed??
		(to Father)
	Find Mrs. Peel.

Brenda smiles at the thought.  Father rises, grim.


281     EXT.  SKY - DAY

Through mist, an ultralight plane zooms down -- From the plane, Emma leaps in
parachute ...  Down, down, down through the mist ...

Over parkland, the parachute floats down ... To an island in the middle of the
Serpentine river.


282     EXT.  ISLAND (HYDE PARK) - DAY

Emma lands, buries her parachute.  Walks towards a thick jungle, then a stream.  Emma
hops across on water lilies until she reaches land again.  Where a peacock fans its tail of
a thousand eyes.  A CLICK of CAMERAS.

In the midst of the jungle, Emma sees --


283     HER POV

A red phone box.  Emma frowns in recognition; goes inside.  Picks up the phone.
Presses "Button B", and --

The floor goes down.  Emma goes down with it, into --


284     INT.  HYDE PARK UNDERGROUND HQ

Formerly a Ministry installation.  The "elevator" stops.  Remembering, as from a dream,
Emma steps out into --


285     LONG DARK CORRIDOR

A GUARD patrols.  Emma pushes herself against a wall.  The wall gives way to flip
round, and Emma swivels into --


286     INT.  TOTALLY DARK CHAMBER

The door locks behind.  Alone, Emma stands warily.

From nowhere, a chilling, disembodied voice.  Intimate.  Seductive.

		VOICE (V.O.)
	Congratulations, Mrs. Peel. You have
	been a worthy opponent. You have
	tracked us down. You are within an
	ace of winning.

		EMMA
	This isn't a game.

		VOICE (V.O.)
	Quite right, but we still make the rules.

		EMMA
	Rules are made to be broken.

		VOICE (V.O.)
	People, too.

		EMMA
	Then who wins?

		VOICE
	You and I. Together. But first you
	must confront your greatest enemy.
	Who could that be, Mrs. Peel?
	The answer is obvious ...

Suddenly lights!

Emma is in a hall of mirrors.

		VOICE (V.O.)
	Yourself.

In every direction Emma turns, a thousand reflections of herself stare back at her,
splintered into fragments as Emma spins, freaked and confused by the multiple images.

Emma turns into herself -- only herself drapes arms around her and kisses her on the
lips.

Bad Emma -- whose eyes stare into Emma's startled ones as Emma pulls her mouth
away, staggers back; realizes too late.  The hallucinogenic lip poison.  Emma crumples
to her knees as --


287     EMMA'S POV

Sees "herself" above her, before she -- falls unconscious.


288     EXT.  COUNTRY ROADS - DAY

Steed's Jag races, skids in bad weather.


289     INT.  CAR

Behind the wheel Steed, his face grim, concentrates on the slippery road.  On the seat
next to him the snow shaker with little Emma inside --


DISSOLVE TO:


290     INT.  UNDERGROUND H.Q.

As if in a dream, Emma awakes captive inside a bizarre cage:  A life size snow shaker.
Emma "swims" in viscous air,	suspended like a mermaid.  Thru glass she sees --

A face peering in:  Father.

		FATHER
		(filtered)
	Emma in Wonderland. Welcome,
	Mrs. Peel.
		(filtered)
	We've been expecting you. We hope
	you'll enjoy your stay with us.
	Decontamination is almost complete.

		EMMA
	Decontamination -- ?

		FATHER
	And you've a new wardrobe. He
	does want you to look attractive.
		(beat )
	He tells me you're very beautiful.

Emma pounds the glass in frustration.

		FATHER
	Relax, Mrs. Peel. We're hundreds
	of feet below ground. The Ministry
	made it impregnable. No one can
	save you.


291     EXT.  SPIRES OF ETON COLLEGE - EVENING

as Steed drives towards it ...


292     INT.  UNDERGROUND HQ - DINING ROOM

Bathed in candlelight.  A romantic supper for two ...

A door opens, admitting -- Emma. Dressed, coiffed, super-glamorous.  She locks
around, sees another door.  In search of escape she hastens to open it, only to reveal --

A giant rabbit -- the one we saw at the Teddy Bear meeting.

Emma gasps in surprise, moves back into the room as he advances, removing the
head -- it's Dr. Darling!!!


		DR. DARLING
	Emma, my dear. How lovely you
	look.

He steps out of the rest of his costume ...

		EMMA
	Would that I could say the Same.

		DR. DARLING
	Ah, but you haven't see the real
	me. Watch closely ...

He pulls at his face, which bubbles and collapses as he walks towards her --

Emma's horrified expression, eyes widening as --

Dr. Darling turns into ... Peter!

		EMMA
	Peter ...

		PETER
	Darling Emma --

		EMMA
	It was you ... all the time?

		PETER
	Not really. Not quite. I'm
	afraid you still don't see ...

Again he claws at his face, pulling, twisting ...

Emma winces at the sight, her eyes popping out of her head.

It's Valentine!

		TEACHER (V.O.)
	Valentine Peel ...


293     EXT.  ETON COLLEGE - EVENING

beneath Gothic turrets pupils in top hats and tails.

		OLD TEACHER (V.O.)
	Yes, I remember him quite well ...

PULL BACK THROUGH windows to reveal:  Steed and an OLD TEACHER in the
beautiful library.

		OLD TEACHER
	This is where he used to spend his
	days. We have an old photograph
	somewhere ...

He's flipping through yearbooks, then shows Steed --


294     CLOSEUP - PHOTO

of Valentine Peel on stage, in wizard's garb.  Made up as an old man ...


295     BACK TO SCENE

		TEACHER
	Absolute wizard with makeup. His
	favorite roll from Shakespeare.
	Prospero ...

		STEED
	'The Prospero Project...'

		TEACHER
	... From The Tempest. A banished
	duke, ousted by his brother,
	marooned on a magic island. Who
	controlled the weather.


296     CLOSEUP - STEED

grim.

		STEED
	'O Brave New World that hath
	such people in it.'


297     BACK TO DINNER TABLE

Emma frozen, sinks into a chair, staring ...

		EMMA
	You.

		VALENTINE
	Darling Emma -- yes, we:  the true
	genius behind the Prospero Project ...

He walks around the dinner table as he talks ...

		EMMA
	But you died -- in the explosion ...


298     FLASHBACK - CLOSE ON HAND IN WHITE GLOVE

Twisting the dial.  PAN UP the arm to reveal Valentine.

		VALENTINE (V.O.)
	Oh, no. I arranged the explosion.


299     BACK TO PRESENT

		VALENTINE
	A slight miscalculation -- my face
	was burned beyond recognition.
	Fortunately my research into plastics
	came in handy ...

		EMMA
		(stunned)
	Dr. Darling, Peter ... all you ...

		VALENTINE
	An unholy trinity ...

		EMMA
		(stands)
	You killed my husband.

		VALENTINE
	For starters. Of course I had to kill
	the Teddy Bears, as well ...

		EMMA
	Too many cooks --

		VALENTINE
	Spoil the majority shareholders. In
	Wonderland Weather. I planned
	everything, even the Ministry
	recruiting you ...

		EMMA
	But I found you. All the clues
	led me here ...

		VALENTINE
	Of course. I planned that, too.

		EMMA
	But -- why?

		VALENTINE
	You disappoint me, Emma.  Can't
	you guess?
		(moves toward her)
	For you. It was all for you ...

		EMMA
		(cold)
	'Our revels now are ended.'

		VALENTINE
	Oh, no, Emma. They've only
	just begun ...


300     INT.  INVISIBLE JONES' OFFICE - NIGHT

The phone hangs in the air -- with the smoking pipe.

		INVISIBLE JONES (V.O.)
	The shoes were delivered to an island
	in the Serpentine - former Ministry
	installation ... she said to tell you
goodbye. What?


301     CLOSEUP - STEED IN RED PHONEBOX (SOMEWHERE) - NIGHT

		STEED
	I said it's not goodbye yet.
	Listen, I'm going to need some
	help. In a hurry ...


302     INT.  HYDE PARK UNDERGROUND - DINING ROOM

		VALENTINE
		(indicates supper)
	Think of this as your second
	wedding feast ...

		EMMA
	I'm already married ...

		VALENTINE
	Come, come, you're a widow -- a
	most attractive widow. Now I think
	of it, we'll need a bridesmaid. Here.

He pushes a button.  Bad Emma enters.  Tattooed Z424.  Unmistakably hostile.

		VALENTINE
	My latest model. A compound of
	plastics and sensor chips. A big
	improvement on the old X404s.
	The poor thing is quite fond of me.
	Emma, say hello to Emma.

BAD EMMA HISSES, a strange mix of STATIC and FEEDBACK.

		VALENTINE
	You know, I believe she's actually
	jealous.

		EMMA
	Valentine, listen to me ...

		VALENTINE
	Right, bridesmaid. Now what
	have I left out? Oh, yes, I know:
	the ring.

		EMMA
		(covers her hand)
	Ring?

He stands very near her -- she's terrified -- then:

		VALENTINE
	How silly of me -- let me make
	you comfortable first ...

As he advances, ZOOM IN EXTREME CLOSEUP Emma's eye


DISSOLVE TO:


303     INT.  ISLAND (HYDE PARK) - NIGHT

Another ball, WIDEN to reveal, from the lake, an odd eight foot high plastic ball
emerges -- The ball lands on the shore.  From the inside, a zip peels away the plastic
layer to reveal --

Steed, like an urban dandy in suit and bowler.  A rose in his lapel.  He steps out, and,
poking with his umbrella --

Deflates the inflatable plastic submarine.  Steed heads off -- CAMERA EYES the
peacock swivel towards him, as he heads into the jungle where he sees the --


304     RED PHONEBOX

Steed picks up the phone.  Presses all the buttons until he hits "Button B."  As the floor
lowers, his eyes widen in surprise ...



305     SARCOPHAGUS

carved in Emma's likeness.  Lowered from the ceiling hydraulically into --


306     INT.  VALENTINE'S HIGH-TECH TORTURE CHAMBER - CONTINUOUS
ACTION

as Valentine descends spiral steps to join it.

Valentine opens the coffin to reveal Emma strapped within.

		VALENTINE
	That's better. I say, isn't this
	where you came in? It's
	impenetrable, by the way ...

		EMMA
	You're mad.

		VALENTINE
	Entirely. On the other hand
		(he advances towards
		her, smiling)
	Mad people get things done. Let
	me show you --


307     INT.  UNDERGROUND H.Q. - CONTINUOUS ACTION

Steed stealing down a corridor and --

hides, as a posse of guards rushes past, alerted by the peacock cameras.  He waits till
they pass, then reaches out his umbrella, and --

Nabs Father around the neck who was feeling her way after them.  Brings her down.

		FATHER
	Steed

		STEED
	How did you guess?

		FATHER
	You reek of Mrs. Peel's Black
	Leather ...

		STEED
	It was you who gave Valentine
	Peel his security clearance ...
	you're the mole who betrayed
	the Ministry.


		FATHER
	Mother betrayed me. She was
	going to replace me with a younger
	Father.  Errand boy that's all I was.
	'Find Steed...'

		STEED
	Well, you found me. Have a sniff of
	this, why don't you? Careful, the
	scent can be overpowering ...

Holding Father securely, Steed forces her nose into his rose boutonniere, squeezes the
rubber tube, sprays a Mist.  Father passes out.  Steed rises, locks around.
Sees --

A grille and removes it, climbs in and replaces it before the guards return.  He turns
and --


308     INT.  DUCTS - CONTINUOUS ACTION

crawls forward through a mass of wires and plumbing --
until he hears a VOICE -- VALENTINE'S.

Steed reaches another grille, through which he can see --


309     INT.  TORTURE CHAMBER

Emma's coffin, standing on end, like the Iron Maiden faces a wall of TV monitors as
Valentine explains.

		VALENTINE
	People expect weather to be free.
	They're used to it. I call that a
	denial of freedom. No freedom of
	choice. An abuse of human rights.
	They buy water, electricity, gas.
	Why shouldn't they be able to buy
	their own weather if they want to?
	If they have a little incentive ...

Emma reacts -- also Steed (unseen) behind her.

		EMMA
	Such as?

		VALENTINE
	Destruction of their local weather
	systems. I can zap a thousand
	Chernobyls into the air.

		EMMA
	The result would be ...

		VALENTINE
	Chaos. Transport paralysis. Crop
	failure.  Economic disaster.
	Frostbite or sunburn ... on a
	massive scale.
	You've seen a few samples...

		EMMA
	Then what's stopping you?

		VALENTINE
	One very small thing. A diamond
	'cyclone' chip. A thousand times
	more information on a fraction of
	the size. If I possess that, my
	powers would be unlimited. My
	dear half-brother was developing
	it. But he suspected sabotage.
	He gave the chip to ... you,
	'Mrs.' Peel. I want you. But
	also your ring.

Valentine takes her by the hand. Kisses --


310     CLOSEUP - HER RING

A diamond.  In the light, a patterned imprint.  ZOOM IN -- a complex fractal equation of circuits.


311     BACK TO SCENE

		VALENTINE
	The missing piece of the jigsaw.
	I tried to get you to give it to me
	as Peter; I tried to steal it from
	you as Dr. Darling. As myself I'll
	be a bit less subtle.
		(he slips it off her
		finger; holds it up)
	With this ring my plan will be
	complete.

		EMMA
	How Wagnerian ... Do you mean
	to say you've waited all these
	years because you couldn't create
	a chip on your own? That would
	have amused Peter.

		VALENTINE
	Speaking of Peter, there's more good
	news: You won't even have to change
	your last name. You'll always be Mrs. Peel.

		EMMA
	What are my choices?

		VALENTINE
	Choices?

		EMMA
	I'll never marry you.

Valentine is philosophical.  He spins the sarcophagus on an axis, lying it flat -- Emma
lying in her coffin as he looks down at her --

		VALENTINE
	One out of two isn't bad. I'll keep you
	alive, darling Emma. In a year or five,
	you may change your mind. If you're
	still in it.

Valentine presses a button.  From the ceiling -- a surgical laser.  Moves down to within
inches of her face.

		VALENTINE
	This little toy gave me back my face.
	It can replace yours. What do you think?
	Medusa? Madame Defarge? Maggie
	Thatcher?

He marks an imaginary line round Emma's face.

An ALARM BELL RINGS.  Emma reacts.

		FATHER (V.O.)
	Dr. Darling, this is Father. We
	have an intruder. I repeat --

Valentine switches off the PA.

		VALENTINE
	Ah. That will be Steed. He followed
	you. Please excuse me. I have work
	to do. My most spectacular
	performance. A ballet of clouds. It
	was made for you. I want to give you
	a heart, Emma. I want all of London
	to see it. And now with this ...
		(flourishes ring)
	They will.
		(leans close)
	And for an encore: the biggest cyclone
	in history will wipe the City from the
	face of the earth.
		(winks)
	Shape of things to come, my darling.

He stuffs a gag into Emma's mouth and closes the coffin on her muffled protests.
Darkness.

Immediately, Steed tries to force his way through the grille.  No such luck.

		STEED
	Blast. What to do? Mrs. Peel!

He doesn't dare say her name too loud -- and there's no telling if she could hear him in
that thing, anyway.

He turns around in the tunnel -- heads the other way.


312     EXT.  SKY OVER LONDON - NIGHT

Moonlight night.  Dark clouds approach like an army, spreading shadows.


313     INSIDE CLOUDS

MOISTURE SPITS and CRACKLES, static energy waiting to explode ...

In the sky -- clouds join together like a genie from a lamp, forming -- over the city -- a
strange dark sensuous figure, half human, half dreamlike.

That stalks the city....


314     INT.  DUCTS - CONTINUOUS ACTION

Steed crawling.  A rat runs over him ...

		STEED
	The things I do for England ...

Pitch dark, then --

Emma's coffin is opened and we see Bad Emma, looking down.

Bad Emma stares at her human double -- Emma: who looks imploringly at her to undo
the gag.  Bad Emma removes it, she --

Runs a finger down Emma's body, inside a hole torn in the leather -- warm human flesh.
Blood.  Her flesh.  Her blood.  Fascinated.

		EMMA
	You must let me go ...

Bad Emma listens.  Gently lays her head on Emma's breast, listens to --
the HEARTBEAT.  Ba-boom.  Ba-boom ...

		EMMA
	Don't you understand? If he has
	me, he'll have no use for you ...
	he'll destroy you ...

The words jolt Bad Emma back, remembering her mission.  She goes to the laser, aims
it at Emma's face!

		EMMA
	No...

Bad Emma hesitates, looks strangely human as --


315     ANOTHER PART OF UNDERGROUND H.Q.

The grille pops off and Steed emerges where the guards are waiting for him --

		STEED
	Oh, dear.

No escape.  He takes off his bowler -- deftly removes a strip from its brim, aims it at
the guards, and --

Hurls it ...


316     CLOSEUP - BOWLER (IN FLIGHT)

A glinting razor's edge, which --

Swoosh -- !  Slices into the closest guard before returning, like a boomerang to Steed.
He taps twice hard steel as ...


317     OTHER GUARDS

run towards him, Steed swivels gracefully and - slams the bowler in their faces, a
sartorial knuckleduster -- wham -- !  One drops -- Bam -- !  The other collapses, slump
to the ground.  Steed stoops down, picks up his hat, sees --

A dent in its steel top.  For the first time, Steed loses his cool.  Genuine rage.

		STEED
	Someone's going to pay for this.

Stepping over the nearest body, Steed moves on his way, as --


318     CLOSEUP - VALENTINE

places a ring inside a control module filled with identical-looking diamond chips ...

WIDEN to reveal ...


319     INT.  CONTROL ROOM - NIGHT

Masses of dials and switches.  ( Off to one side, on a wall, a rack of rapiers ... )

Valentine hits a switch ...

		VALENTINE
	Start the countdown. Action
	stations. Five minutes ...

The countdown starts, red digitals going backwards --

Colorized computer screens map out hostile weather fronts.
A COMPUTERIZED VOICE STARTS to COUNT.  The CLOCK TICKS.

Father enters behind him.

		FATHER
	Congratulations. The clouds are
	on course ...

		VALENTINE
	To explode. London will be ashes.

		FATHER
	Not yet! They haven't heard our
	terms ... !

Father tries to hit the switch.  Valentine yanks her off.

		VALENTINE
	Are you insane? Stop the program
	and you activate the auto-destruct!

		FATHER
	But all those people -- !

Valentine strikes her hard --

		VALENTINE
	My cloud ballet! My cyclone!

Father slides to the floor.  Valentine ignores her.  Concentrates on the control panel red
lights, as --


320     EXT.  PARLIAMENT SQUARE - NIGHT

Up in the sky, more white clouds --

Darken into boiling black.  They move and billow.  Bubbling with gases and energy
Swirling with motion, a life of their own.

FROM river, a scarlet fog floats upwards.  It gains mass and weight, slowly forming as
it rolls --


321     THROUGH CITY STREETS

then RISES ABOVE them -- into a weird pulsating red shape.
A love heart.


322     CLOSEUP - DIGITAL READOUTS

Whirling backwards ...


323     INT.  MOTHER'S UNDERWATER HQ - CONTINUOUS ACTION

Mother at the controls.  RINGS the ALARM.  Panic stations as -- SIRENS BLARE.
WARNINGS RING OUT OVER TV and RADIO --

		MOTHER
	Dense cloud formation moving south-
	west. On course for the center of the
	city. A fog floating in from the river.
	The prediction is ... unstable chemical
	reaction. Enforce the curfew ...
	Emergency stand by ... !


324     EXT.  SKY OVER BUCKINGHAM PALACE - NIGHT

Bad storm clouds advance over London ... black and furious.


325     OVER CITY - SEVERAL ANGLES

As shadows in a whirl of chemical matter.  An airborne CYCLONE of BELCHING
static ELECTRICITY.  The black shape now --

Forming a sensuous female shape.  Like a dream wisp of ...

Emma Peel with an hourglass figure.  While --


326     FROM RIVER

The heart-shaped cloud seems to -- move towards the black genie shape -- trying to
connect, to form the cyclone ...


327     EXT.  LONDON STREETS - SEVERAL ANGLES - NIGHT

Action stations.  AIR RAID SIRENS ...

Like a re-run Blitz.  Streets now eerily empty and dark.
Through deserted streets --

Troops race to positions in gas masks.  Searchlights illuminate clouds.  Worried faces
watch the skies, as --


328     CLOSEUP - DIGITAL NUMBERS

Fly ...


329     INT.  HI-TECH TORTURE CHAMBER - DAY

Chaos on all TV monitors as ...

Valentine hastens down the spiral steps and opens Emma's coffin.  What will he find??
Emma's there, still gagged.  Looks asleep.

		VALENTINE
	My dear.
		(pulls the gag:
		kisses her)
	I wouldn't want you to miss the
	grand finale ...

Emma opens her eyes.  Valentine looks down at her, until -- a tell-tale sign:  Z424.
Bad Emma is unmistakable.  He strikes her -- yanks her out of the coffin.

		VALENTINE
	Find her. Kill her ...

He races back upstairs as ...


330     INT.  UNDERGROUND HYDE PARK - HQ CATWALKS - CONTINUOUS
ACTION

Emma makes her way through the labyrinthine superstructure of the place, crawling
high on a girder over some BURBLING LIQUID below.  She hears NOISE IN the
DISTANCE.  Suddenly --


331     INT.  UNDERGROUND HQ - STEED - CONTINUOUS ACTION

Steed battles more guards!  No time to lose.

Wham -- ! Bam -- ! Now moving with deadly earnest, Steed downs all oncomers,
closing in on --


332     INT.  UNDERGROUND CONTROL ROOM - CONTINUOUS ACTION

Steed rushes in, BOLTS the AIRLOCK behind.  Pounding on door.

He sees the timer racing backwards -- stands over the controls, trying to figure out how
to stop the program.

Looks for the chip -- amongst all the rest it's like trying to find a contact lens in
water.


333     FLOOR-LEVEL HATCH

opens behind.  Valentine emerges, drops the HATCH COVER with a THUD.  Steed
whirls.

		VALENTINE
	John Steed.

		STEED
	Valentine Peel. I see you've gone
	back to using your original face.

		VALENTINE
	The last one you'll ever see.

		STEED
	Perish the thought.

Valentine fulls forth a rapier from the wall.

		VALENTINE
	Did they tell you at Eton that I
	was fencing champion, too?

Steed unsheathes his umbrella, revealing ditto.

		STEED
	They said you were a very naughty
	boy.

The fight is on as the numbers grow smaller!


334     SEVERAL ANGLES

		VALENTINE
	You're better than I expected.

		STEED
	I was at Harrow ...

		VALENTINE
	But did they teach you this?

Valentine whacks the blade off Steed's umbrella handle.  Laughs.  A diminished phallic
symbol.  Steed, dumbfounded.

Valentine advances towards Steed --

Who points the umbrella at him.

		STEED
	Bang-bang ... you're dead.

		VALENTINE
	You wish.

He moves to close in, when ...


335     CLOSEUP - FLASH OF LIGHT

from the muzzle, as a BULLET ZIPS out, and --


336     VALENTINE

recoils.  Blood streams from his shoulder.  He looks up, devastated.  Steed blows
smoke away from the muzzle.

		STEED
	One shot -- for emergencies.

		VALENTINE
		(clutches wound)
	That's not playing by the rules.

		STEED
		(echoes Emma!)
	Rules are made to be broken.

		VALENTINE
		(pulls his own gun)
	If you say so.

		STEED
	I do.

He FIRES again.  To the heart.  Valentine spins to the floor.

		VALENTINE
	You said ... one shot.

		STEED
	Did I? My mistake.

Steed turns to the console, tries to figure out how to stop the countdown, when behind
the hatch opens again, revealing Emma.  Valentine pulls her up, grabs her as hostage --

		VALENTINE
	I wouldn't do that, if I were you.

Steed turns.

		STEED
	Mrs. Peel -- !

Valentine has Emma, a knife to her throat, stands over the hatch.

		VALENTINE
	Bullet-proof waistcoats -- just the
	thing. I get mine from Trubshaw's.
	We'll be off now, won't we, darling?
		(to Steed)
	We wouldn't want to miss the
	fireworks. Figure it out if you can,
	Steed ...


337     DOWN HATCH

Valentine drags Emma, bolting the hatch.


338     ON STEED

He's torn briefly, but there are thousands of lives at stake; Steed goes to the control
module and starts pulling out chips, looking ...


339     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

The biggest cyclone you've ever seen starts slowly whirling above the city, gathering
momentum ...


340     NUMBERS

going down, down, down, as ...


341     INT.  CATWALKS - CONTINUOUS ACTION

Valentine drags Emma backwards ...


342     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

The cyclone picking up force ...


343     CLOSEUP - STEED'S HANDS

pull up a chip.  The red numbers freeze.  WIDEN to reveal...


344     INT.  CONTROL ROOM - CONTINUOUS ACTION

The SIRENS CEASE.  Steed allows himself a smile of relief.


345     EXT.  LONDON - CONTINUOUS ACTION - NIGHT

The giant cyclone begins to break apart ...


346     SEVERAL ANGLES - DYING STORM


347     CLOSEUP - RELIEVED FACES

Troops pulling off gas masks as ...


348     INT.  CONTROL ROOM - ON SCREENS - CONTINUOUS ACTION

Steed sees the breakup of the cyclone ...

Then -- behind him -- an ominous CLICK-CLICKING as the PROGRAM reconfigures.
A DIFFERENT ALARM BUZZER SOUNDS and the words:

"AUTO-DESTRUCT, 3 MINUTES"

start flashing ...

A different set of numbers start running backwards ...

		STEED
	You must be joking ...

349     EXT.  CATWALKS - CONTINUOUS ACTION

Valentine, dragging Emma, reacts to the new ALARMS.

		VALENTINE
	Fool ...

In his hesitation, Emma suddenly makes her move.  A struggle -- Emma takes a bad fall
down a landing below.  Ugly THUD.  Dead.

		STEED
	That will do.

He's materialized across the girder from Valentine.  Who pulls his revolver.

		VALENTINE
	Aren't you forgetting about
	something?

		STEED
	You are, and it's behind you.

		VALENTINE
	Come, come. You don't really
	expect me to fall for --

Bad Emma's arms go 'round Valentine in a lethal embrace.

		VALENTINE
	Let go, you ... idiot ...

Uh uh.  She holds him in a vice-like grip.  Hugging Valentine.

		STEED
	I think she really likes you ...
	Where's Mrs. Peel?

		VALENTINE
	Ugh ...

As the life is squeezed out of him, Bad Emma finally smiles.  Cradled together, she
chokes Valentine, who gasps for breath, as --

One last desperate move on his part and Bad Emma tumbles backwards, Valentine
locked in her arms in a dying embrace.

They fall into the mists and liquid below.

Steed almost falls himself as he grabs a beam for support.  Looks down, sees ...


350     EMMA

Dead.

		STEED
	Emma!

He has said her name.  He scrambles down to her body.

Emma lying sprawled out on the ground.

Steed picks up her limp body in his arms like "Sleeping Beauty."  His eyes fill with
tears.  He lays her down.

		STEED
	Emma ...

He produces Peter's ring.


351     CLOSEUP - RING

Slips it onto her finger and ...


352     BACK TO SCENE

Kisses her.  A chaste kiss on the lips.  But with the force and passion of a lover.  He
closes his eyes, looks away in grief.  The ALARM STILL SOUNDS but Steed doesn't
give a damn.

Behind, Emma opens her eyes.  As if revived by the kiss.  Or the ring.  Looks up at
him.

		EMMA
	Steed?

Steed looks back at her -- surprise, delight.

		STEED
	Mrs. Peel?

		EMMA
	What kept you?

		STEED
	The plot.
		(realizing)
	Hello, we must be going ...


353     CLOSEUP - AUTO-DESTRUCT NUMBERS

Racing backwards as ...


354     SEVERAL ANGLES

Steed pulls Emma through the catwalks and corridors of Valentine's Labyrinth ...


355     MORE NUMBERS

racing to zero, nothing to stop them ...


356     INT.  TORTURE CHAMBER - CONTINUOUS ACTION

Steed and Emma race in -- she sees the sarcophagus.

		EMMA
	Quick!

Emma scrambles in and Steed leaps on top of her, bringing down the lid as ...


357     SEVERAL ANGLES

3-2-1 -- and a BLAST like a nuclear EXPLOSION -- as the Underground HQ is
fragmented to smithereens -- Emma's " coffin" goes flying ... as the SCREEN WHITES
OUT.


358     EXT.  ALBERT BRIDGE - NIGHT

Beneath the clear moonlight, all bulbs on -- like Xmas.


359     BELOW

it floats the coffin -- which opens, revealing ...

Steed and Emma, squashed together, gasping for breath.

		STEED
	'The owl and the pussycat went
	to sea -'

		EMMA
	'... in a beautiful pea green boat...'

		STEED
	A fine night, Mrs. Peel ...

		EMMA
	Still a bit chilly ...

		STEED
	English weather. You know, after
	all we've been through, I should
	say we deserve a long holiday ...

		EMMA
	Have you any place in mind?

		STEED
	As a matter of fact I have ...

The coffin drifts downstream in the moonlight.


SLOW DISSOLVE TO:


360     EXT.  SIBERIAN ICE FIELDS - DAY			360

A few weeks later.  Across snowy wastes, a pack of Huskies drag a sled behind them,
WHIP CRACKED by a --

Frozen fur-clad Siberian peasant.  As he turns a corner, dogs stumble from ice and
snow into --


361     SAND

The peasant stops, stares.


362     AHEAD OF HIM

Sun beats down.  A tropical beach.  A warm sea.  A butler, Trubshaw.  POPS a
CHAMPAGNE CORK.  From a tent, he brings two glasses down the beach to


363     TWO DIVAN-STYLE DECK CHAIRS

Where Steed and Emma toast in the sun.  Steed in a smoking jacket, Emma in a bikini.

		EMMA
	I don't recall Siberia being this
	warm, Steed.

		STEED
	It's the latest thing, Mrs. Peel.

		EMMA
	Our little paradise -- just made
	for two?

		STEED
		(looks; frowns)
	Not quite.

On cue from the water, Mother emerges, snorkeling in his wheelchair contraption --
with Brenda.  He waves to --

		STEED
	Our chaperon.

		EMMA
	Pity your mother came, too ...

Steed seems peeved that his chance to be alone with EMMA is spoiled.  Trubshaw
pours glasses of champagne.

		STEED
	Still a little warm, Trubshaw.
	Is this the '28? A little more
	ice, I think ...

Trubshaw trots off dutifully.  A large ice bucket appears.  Mother moves in.  Absorbed
by Emma, now his new protegee.

		MOTHER
	About your next assignment, Mrs.
	Peel ...

		EMMA
	Next assignment?

Steed gives his champagne to the Siberian peasant.  He presses a switch -- an umbrella
shoots up between them, opens up, twirls.

PULL BACK to reveal the strip of beach, like a tiny bubble of tropical weather.
Against a Siberian b.g. of snow.  As we WIDEN we REVEAL a giant glass bubble,
hearing --

		EMMA (V.O.)
	Ah ... sun tan lotion. Any shops
	nearby?

		STEED (V.O.)
	Must be. Trubshaw's busy. I'll
	send Mother ...

PULL BACK to reveal no shop for miles around.

		MOTHER (V.O.)
	Ahem. As I was saying, perhaps
	another macaroon ...

		EMMA (V.O.)
	Thank you, Steed.

		STEED (V.O.)
	Thank you, Mrs. Peel.

Behind the umbrella -- LAUGHTER.  CHINK of GLASSES.


FADE OUT.

THE END
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