At the Del Floria dry cleaning shop in downtown New York City, a man comes in and casually tosses his coat over a nearby TV screen as he lights a cigarette. When the owner comes over to check his jacket, the newcomer gasses him unconscious with a trick cigarette lighter. The intruder then disables the bell on the door and waits for the phone to ring. When it does, he lets three men in. They enter the changing room and pull on a secret handle, opening a concealed door. There’s a receptionist on the other side in a high-tech office and they stop her from hitting an alarm, then gas her unconscious. In the front room of the shop, the first man puts on his coat and goes to work, pretending to be the owner.
After the three killers secure the reception room, two of them put on badges and go through the next door, while the third man takes the receptionist’s chair and keeps watch on the security monitors. The next door leads to a gleaming corridor leading to a series of rooms. They make their way to the next desk just as alarms go off and all of the doors slam closed. The second receptionist tackles one of the men and the other one gets through the next door before it closes, his gun drawn. He gets to the room holding his target and burns through the door with a thermite charge. However, the door opens on its own and a shadowy figure is standing ahead, holding a gun. The killer runs in and fires at him, only to discover that there’s a pane of bulletproof glass between them. The figure ducks forward and then shoots the killer dead.
Act I: An Assault Force from Thrush
The figure, U.N.C.L.E. agent Napoleon Solo, checks the dead man as his fellow agent, Russian Illya Kuryakin, arrives and checks the intruder’s briefcase. They confirm that the killer’s pockets are empty except for ammo clips and his fingertips have been surgically assaulted to prevent identification. Illya figures that it was a THRUSH assault force based on the mixture of thermite used to burn through the door. Napoleon figures that they broke in to kill their leader… Alexander Waverly. Waverly arrives and explains that THRUSH wanted to stop him from acting on some new information that they received. He hands the information to Napoleon and explains that it concerns Andrew Vulcan, the president of the United Global Chemical Corporation... and the head of the Eastern seaboard of THRUSH. They can’t take him yet, but have intercepted Vulcan’s last communication with THRUSH. The premier of newly independent Western Natumba, Ashumen, is touring the plant and Vulcan has orders to kill him. Napoleon is to go to Washington where Ashumen is currently located and prevent the assassination.
Napoleon meets with the head of Channel E and receives his briefing. Accompanying Ashumen is his Minister of War, General Molte Nobuk, and his Economics Minister Jean Francis Soumarin. As to Vulcan, he keeps himself isolated at his plant in Maryland, which is guarded by a private army. As Napoleon leaves, Illya gives him Vulcan’s high school yearbook from 1949. He had a girlfriend, Elaine May Bender of Middleton, NY.
In Middleton, a nervous Reverend Anderson goes to Elaine May’s home and says that he had a call from his bishop. Napoleon arrives and Anderson says that his bishop asked him to vouch for the agent. He says that he can only vouch for the bishop and runs out. After Elaine May’s children go off to school, Napoleon says that he hoped Anderson’s introduction would spare her some doubts, and says that he wants her to take a flight with him to New York. When Elaine May wonders what it’s all about, Napoleon recites her history with Vulcan. She has no idea who THRUSH is and Napoleon admits that they don’t know much about them. He warns that THRUSH has no allegiance to any country or ideal, and will take any steps to achieve its goals. Elaine May wonders what Napoleon does, and he explains that he works for U.N.C.L.E., which she has heard of. He wants her to not tell her husband anything about his request, but assures Elaine May that he will insist she take the plane. Napoleon says that he needs to prevent Salumen’s assassination, and only Elaine May can get close to Vulcan to be of any help. Elaine May refuses to even consider it.
A short time later, Elaine is aboard a first-class flight to Washington. Meanwhile, an attractive female passenger flirts with Napoleon before he sits down with Elaine May. She’s surprised that her husband insisted, and that she’s been appointed a special delegate to the parent’s conference in Washington. Napoleon admits that the original delegate became “conveniently” ill and gives Elaine May her cover identity of Elaine Van Avery of Northridge, Oklahoma, a widowed oil magnate’s wife. As Napoleon takes a nap, the female passenger watches Elaine May in her compact mirror... and makes sure the gun in her purse is secure.
Act II: Trouble on the Potomac
When they arrive at the hotel hosting the conference, Napoleon gets Elaine May into her room and the next morning brings her breakfast and a new selection of expensive clothing. He explains that Vulcan is having a party at his estate in Arlington and Elaine May is now on the guest list... along with Ashumen. When she points out that all of her clothing is black, Napoleon reminds her that she’s supposed to be a widow, and that THRUSH will kill them both without a moment’s hesitation if she slips again. He notes that Ashumen will inspect the plant the next day, and wants Elaine May to let Vulcan approach her. The agent will be just another party guest and Elaine May should signal him if she learns anything. Napoleon gives her directions to get to the party that night and leaves, and Elaine May starts going through the clothing.
That night, Elaine May is driven to the estate and the hostess, Gracie Ladovan, greets her. As Gracie shows Elaine May around and introduces her to Ashumen and his party, Vulcan spots his former girlfriend and comes over. They greet each other and Elaine May says that her husband Carl died in an accident two months ago. They go out on the balcony and Vulcan admits that he hasn’t been involved with a woman in many years. He’s clearly interested in restarting their relationship, and Elaine May suggests that they take it slow. As he takes that in, Vulcan sees Napoleon talking with Ashumen and tells Elaine May that he’s a party-crasher. The plant engineer, Alfred Ghist, comes out and says that he’ll meet Vulcan the next day at the plant. He points out Napoleon as “their friend’s uncle,” and assures Vulcan that he won’t be at the plant the next day to spoil things. Vulcan tells him to make sure that someone is careful what they say around Napoleon.
Once the engineer leaves, Vulcan dismisses their comments about uncles as a family feud. He explains that he’ll be building a plant for Ashumen similar to the one the premier will be inspecting the next day. Elaine May suggests that they dance and they go back inside. Napoleon continues chatting with Ashumen while Elaine May signals him. He excuses himself and cuts in on Vulcan, and Elaine May warns Napoleon about Alfred’s plans for him. Alfred is talking with Ashumen’s delegation. Napoleon finishes by slipping a small bottle into Elaine May’s hand and tells her to put it in Ashumen’s drink. When she wonders what it will do, Napoleon assures her that it will save his life.
Later, Ashumen all but passes out and Nobuk and Soumarin take him up to his room. Elaine May glares at Napoleon and then goes upstairs after them. The agent goes out and the valet gets his car. Alfred has planted a gas dispenser in the car and tells the valet that when it hits 50 miles per hour, it will activate.
As Napoleon drives back, he calls Channel D and reports that Ashumen has been temporarily delayed. Once he signs off, Napoleon speeds up and the gas goes off in his face. He passes out and his car goes off the road.
Act III: Incident in a Hotel Suite
Vulcan escorts Elaine May back to her hotel room and kisses her. She asks for a half hour and leaves. Napoleon staggers in from the next room and congratulates Elaine May on getting rid of Vulcan, and then collapses. When he wakes up, Elaine May complains about what Napoleon had her do, and the agent assures her that the drops will have no permanent effect. She tells him that the tour hasn’t been postponed and that Vulcan insisted even though Ashumen won’t be able to attend. Napoleon realizes that something is wrong about the plant and that he has to investigate it tonight. He tells Elaine May to convince Vulcan to show her the plant instead of taking her to a night club. Elaine May refuses, insisting that she doesn’t believe all the things that Napoleon has said about Vulcan. She admits that Vulcan has stirred up some emotions in her, and Napoleon figures that she’s afraid of going back to her life as a housewife.
Before Elaine May can respond, Vulcan knocks at the door and Napoleon tells her to stall for 15 minutes. She hesitates but finally gives in, going to the door and quickly leaving with Vulcan. Napoleon then calls a charter service at the airport.
Vulcan gives in and takes Elaine May to the plant, and admits that he appreciates the fact that he likes that she’s interested in what he does. A plane passes low overhead and someone parachutes out. Vulcan tells the guards to move in and sends Elaine May back inside, but she goes after Vulcan instead. The industrialist goes to the main reactor room and tells Alfred that they have an intruder, and orders him to seal off the room.
The guards find a dummy attached to the parachute. Meanwhile, Napoleon enters the reactor room through the skylight.
When he sees the dummy, Vulcan realizes that it was a diversion and he led Napoleon to the reactor.
Napoleon is looking around when he hears the guards come in. he ducks behind a console as Vulcan and his men come in. Once they move past, Napoleon calls the guard at the door in, claiming that Vulcan wants him, and then runs away. Running through the service corridors, Napoleon comes across a large thug who attacks him. The agent ducks and keeps running to the outside, sliding down a pipe. He goes up a catwalk but the door is locked, and the guards release their dogs. However, Elaine arrives and opens the door. She drops her jacket but they have no time to stop and pick it up. They find a car and get in, only to find Ashumen in the back seat. Ashumen knows that they drugged him, and takes out a gun. Elaine May says that Vulcan plans to kill him, and Ashumen explains that it’s Soumarin and Nobuk that have to die.
Act IV: The Assassination
Ashumen turns Napoleon and Elaine May over to Vulcan and his men, who take them to the reactor room. Alfred chains Napoleon and Elaine May up to a pipe and Vulcan explains that in an hour and forty-five minutes, the room will fill with steam. Napoleon congratulates Ashumen on his patience, pretending to be a rebel while letting THRUSH take over. Vulcan explains that once they are the government, THRUSH will have diplomatic immunity, an army, and a manufacturing base. Soumarin and Nobuk would oppose the takeover, so Ashumen will have them eliminated in an “accident” involving a reactor explosion. Vulcan tells Alfred to return in the morning to make sure that Napoleon and Elaine May’s bodies are discovered afterward. Ashumen apologizes to Elaine May for her involvement and leaves, and Vulcan opens the steam pipe.
Once they’re alone, Napoleon spots the joint where the water pipe they’re hanging from meets the next pipe. He swings himself up and inches his way along the pipe to the joint, and then kicks it. As the steam fills the room, Napoleon keeps kicking until the joint finally gives. He turns off the steam and gets Elaine May down, and she breaks into tears over how her family doesn’t see her as anything but a housewife. She talks about how everyone at the party admired her, and Napoleon assures her that she was the most beautiful woman there. He gives her an earring she dropped and they both burst into laughter.
The next morning, Vulcan shows Nobuk and Soumarin the reactor and then steps away. Meanwhile, Alfred goes to check on the prisoners. Napoleon turns the steam back on and Elaine May plays dead. When the engineer comes in with a guard, Napoleon knocks them out from behind.
Vulcan and Ashumen watch as the power levels go into the red. Napoleon sends Elaine May off and then climbs up to the reactor room. He yells at the delegation to get out and they run for it. The reactor explodes and a burst of steam hits Vulcan and Ashumen. Napoleon gets out with the delegation just in time. Soumarin and Nobuk assume that Ashumen died nobly in the blast, while Napoleon finds Elaine May and helps her away.
Late, Elaine May’s flight lands at Middleton and she tells Napoleon that she’s content to go home. The agent has taken the precaution of buying presents for Elaine May’s family that she can give to them. Elaine May thanks him and kisses him on the cheek, and then goes to the terminal where her family is waiting. He settles back and the stewardess tells him that there will be an hour delay until they return to New York. She asks if there is anything that she can do for him, and he suggests that she might kiss him.
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