Somewhere in the Ozarks, Napoleon visits a beautiful young hillbilly named Clemency McGill (Joan Freeman), whom U.N.C.L.E. is interested in recruiting for her remarkable powers of clairvoyance. Napoleon’s skepticism about Clemency’s abilities deepens into smirking contempt when she claims Illya is in immediate danger of being mauled by a bull in Spain. Illya, Napoleon tells her with maximum hauteur, is currently on assignment in Sweden, not Spain.
Cut to Illya in a bullring, waving his suit coat like a flag in front of a stampeding bull. On the sidelines, armed THRUSH agents costumed as matadors prevent him from leaving the ring. So apparently Clemency knows what she’s talking about.
While Joan Freeman is lovely and appealing, Clemency is the worst. As in, the woooooooorst. In the hands of the U.N.C.L.E. writing staff, “unschooled and full of childlike wonder” somehow mutated into “behaves like a particularly dim toddler.” Napoleon looks flat-out mortified whenever he’s around her.
Of course, this won’t stop him from trying to get into her pants.
Back at U.N.C.L.E.’s New York headquarters, Napoleon tells Mr. Waverly that Clemency’s ESP seems to be legit, as everything she’s told him has been proven correct. This is confirmed by a call from Illya, who is languishing in a Spanish prison for using knockout gas to stop the charging bull, which the Spanish authorities appear to think was a majorly uncool move. When Mr. Waverly grills him as to why he’s in Spain in the first place, Illya explains: After intercepting a THRUSH missive containing a list of mysterious numbers in Stockholm, he traced the sender to Madrid, where he was ambushed and chased into the bullring by THRUSH goons.
As Mr. Waverly sees it, THRUSH’s actions mean Illya must be close to uncovering their latest mysterious scheme. THRUSH recently issued a warning about something called Operation Night Flight, which, THRUSH claims, will paralyze worldwide air travel. Waverly tells Illya to keep on the trail of the list of numbers, as it may prove crucial to unraveling THRUSH’s plan.
Having been ordered by Waverly to keep an eye on Clemency, Napoleon takes her out for a bite to eat in the commissary. She yammers on about her love of ice cream sodas while he nurses his coffee and looks miserable. When Clemency asks for a refill, Napoleon raises a hand and inexplicably bellows, “Bartender!” at the poor beleaguered counterman. This makes perfect sense if you assume Napoleon had a quick tipple somewhere to give him the strength to get through lunch with Clemency, and is now stinking drunk.
This is the face of a man who’d rather be chained to a wall in a THRUSH prison right now.
At the commissary, Clemency gets another psychic message about Illya: To learn more about the list of numbers, he should go to a bar in Seville called Casa Lobo. Napoleon dutifully relays this information to his partner.
So Illya follows Clemency’s suggestion and visits Casa Lobo, which turns out to be a THRUSH hangout. It’s the usual wretched hive of scum and villainy, overflowing with miscreants who glower and leer at cute little Illya while he just tries to blend in with the crowd.
Soon, he’s approached by a pretty flamenco dancer, who shoves him into a secret passageway behind the bar and bolts the door. Having dispensed with Illya, the dancer notifies her bosses at THRUSH Central via a communicator hidden inside her rose: “She got him here right on time.” Aha! I thought to myself while first watching this, Clemency is a THRUSH agent! That’s great! I’ll forgive Clemency anything if it turns out her painful-to-watch down-home act was all a ruse to lure U.N.C.L.E. into a sense of complacency so THRUSH can spring a fiendishly clever trap!
Alas, I was disappointed. But I’m getting ahead of myself.
Illya finds himself surrounded by heavily-armed THRUSH goons in a dark cavern. They take him to meet their boss, Count Zark, who reveals himself as the mastermind behind Operation Night Flight.
Zark sports a Transylvanian accent, dresses in a long black cloak lined in purple satin, has a pronounced bat fetish, and, because he’s played by Oscar-winner Martin Landau (who, fun fact, was one of the actors originally considered to play Illya), is pretty awesome. There are several key varieties of great THRUSH villains: You have your scheming European charmers (Victor Marton, Victor Gervais), you have your sadistic sexy ladies (Miss Diketon, Mother Fear, Doctor Egret), and you have your goofy weirdos (Mr. Elom,of the cold turkey soup). Count Zark is a splendid example of that last category.
Zark introduces himself to Illya: “You have heard of me, of course.” Illya takes in the cloak and the accent and the corpselike pallor and replies, in the driest possible deadpan, “Well, there’s something familiar about you, but just what it is escapes me for the moment.” Ha! Illya, you are a delightful human being. You’re a terrible spy, capable of botching even the simplest courier assignment, but you’re peerless in your ability to coolly mouth off to villains when you’re under duress.
Upon recovering the stolen list of numbers from Illya, Zark orders his henchmen to kill him. Illya manages to escape, whereupon Napoleon contacts him with a hot new psychic tip from Clemency: Go to a mysterious castle in Transylvania. Illya follows Clemency’s bidding and arrives at the castle (there’s the requisite piranha-filled moat surrounding it, naturally), where he’s captured yet again by Count Zark and his hulking, scar-faced henchman (Charles Horvarth).
I wish I could say that getting captured twice by THRUSH on the same assignment was some kind of record for Illya, but… it’s not. Happens more than you’d think, actually.
Back in New York, Napoleon has stashed Clemency in a nice hotel, where he’s been buying her fancy smocks and ladybug-patterned rain slickers. U.N.C.L.E. headquarters is concerned that Illya hasn’t checked in for a long time, but Clemency assures Napoleon there’s no need to worry—in fact, Illya’s on a plane home right now. Clemency is being an ass during all this, sulking about how Napoleon is only paying attention to her for her, ah, brains: “If I didn’t have this gift, you wouldn’t even look at me.” Napoleon reassures her that he thinks she’s very pretty; in response, Clemency complains, “I bet you tell that to all the girls with extra-sensory whatever-you-call-it.” Oh, Clemency, honey, let’s talk: Napoleon tells that to all the girls, period.
Napoleon convinces Clemency that he’s horny for her for reasons having absolutely nothing to do with ESP. They make out for a while, and then Napoleon discovers the cortical stimulator hidden inside her hair clip, through which THRUSH has been implanting information directly inside her brain without her knowledge.
Realizing Clemency has been unwittingly leading Illya into a series of traps, Napoleon contacts Waverly to ask for permission to rescue his partner. His explanation of “I know I told you I’d heard directly from Illya, but what I meant was that the pretty lady with ESP, who is actually a THRUSH patsy, reassured me he was fine” doesn’t go over all that well. Napoleon is U.N.C.L.E.’s top-ranked agent in all of North America, by the way. Mr. Waverly doesn’t have anyone more competent than Napoleon on his entire staff. Chills the soul a little, doesn’t it?
In his laboratory, Count Zark reveals his motivation for capturing Illya a second time. Illya, the sly devil, had given Zark a forged list of numbers earlier. Zark needs the original list back to successfully execute Operation Night Flight, in which cages of genetically-modified vampire bats will be simultaneously released at all major airports worldwide. The enhanced echolocation abilities of the bats will render airport radar systems useless, thus throwing global air travel into chaos.
…I mean, it’s not like it’s the worst plan THRUSH has ever come up with.
Illya refuses to cooperate, so Count Zark locks him in a cave, where he gets gnawed on by vampire bats.
In advance of Operation Night Flight, all flights have been grounded worldwide, except for the one containing Napoleon and Clemency, who are bopping over to Europe to rescue Illya. The in-flight movie, just as an aside, is One Spy Too Many, which is actually two Man From U.N.C.L.E. episodes (“The Alexander the Greater Affair”, parts one and two) repackaged into a feature-length film for international theatrical release. Napoleon dismisses it as “light entertainment” and calls it “pretty far-fetched”. That sound you hear? That’d be the fourth wall toppling down.
Upon reaching Transylvania, Napoleon and Clemency sneak into Count Zark’s castle. Napoleon hands his gun off to Clemency and orders her to keep Zark at bay while he checks on Illya.
I appreciate your concern for your injured partner, Napoleon, but you should probably swap roles with Clemency, instead of making the untrained civilian face off against the dangerous THRUSH villain while you do… whatever it is you’re doing here.
Zark, who is not especially intimidated by a gun-toting Clemency, releases all the bats, then flees. Realizing the mysterious numbers on the stolen list are the radar control settings necessary to recall the bats, Illya reprograms the radar. The bats return to the castle, stopping only to kill and eat Zark.
Having made air travel safe for the world once again, Illya and Napoleon, accompanied by Mr. Waverly, treat Clemency to a bunch of celebratory ice cream sodas. In defiance of all logic and reason and cohesive character development, Illya asks Clemency out on a date. Hang on a minute, buddy—you’ve had two full seasons of beautiful and smart and interesting women throwing themselves in your path, and Clemency is the one who finally melts your icy heart? I just don’t get you, Illya. Mr. Waverly, too, takes a half-assed stab at asking Clemency out, but she turns them both down: She has her heart set on a night of debauchery with Napoleon.
You might want to look a little more enthusiastic at that prospect, Napoleon.