Original subtitles

Whoa, there, Sophie. Howdy.

Howdy.

I'm lost. Maybe you can help me.

Where are you aiming to go?

Nowhere.

I don't blame you in this storm.

No, I mean the old ghost town, Nowhere, Nevada. You know where it is?

That's my town, son.

They still got Nowhere on the maps? I didn't think they was gonna show it no more.

- Which way is it? - Which way?

Way the sign pole points, of course.

SOLO: Thanks.

[CREAKING]

[HORSE WHINNYING]

Channel D. Calling Channel D.

[HORSE WHINNYING]

Emergency. X-11.

I'm taking Capsule B.

Sweet dreams, Mr. Solo.

WOMAN [OVER COMMUNICATOR]: Mr. So--

WAVERLY: Ten months ago, Arum Tertunian...

...one of the world's greatest authorities on cybernetics...

...disappeared abruptly.

Tertunian, Tertunian....

Oh, yes. Thrush.

Last week we got word from one of our men...

...that they're holding him in their new top-secret hideout in Nevada.

Two days ago, Mr. Solo was sent to contact that undercover man...

...with orders to get all pertinent data and, if possible, bring out Tertunian.

Mr. Solo's last signal was X-11, which means that he had succeeded...

...in obtaining the information but was facing imminent capture.

Well, if Mr. Solo has the pertinent data, they'll be able to make him--

WAVERLY: Tell them? Oh, no.

Fortunately, Mr. Solo had the new amnesia Capsule B with him.

Oh....

That's the new capsule the research boys were bragging about in the cafeteria.

Were they?

It was supposed to be top-secret.

I see, uh....

I'm to find Mr. Solo and-or the message.

May I assume that Mr. Solo carried one of these radioactive timepieces?

Yes, and to make your task simpler, the map and the information inside it...

...will respond to your beeper.

Just how, uh, effective are these capsules? Total amnesia?

Oh, I daresay he'll still be able to count up to 10 in Swahili...

...or conjugate a few simple Latin verbs, perhaps.

But he'll not remember a thing about U.N.C.L.E...

...or have the remotest idea of who he is for at least 72 hours.

By which time, the information will be in our hands.

I hope.

Oh, that must have been some party.

Well, I certainly hope your headache is not too severe.

[GROANS]

Brother, I hate to disappoint you, but....

Here, let me offer you a pill.

[GROANS]

- Well, this isn't my hotel room, is it? - Hardly.

Where am I? Who are you?

Well, let me introduce myself to you.

I am Walter Longolius.

Oh, I'm, uh....

I'm, uh....

That's funny.

I don't seem to remember who I am.

Now, now, I realize your head hurts, but let's not play any games.

We both know very well who you are.

Oh, well, all right.

You know who I am, and I don't. I'll bite.

- Who am I? - You're Napoleon Solo, of course.

[LAUGHS]

Napoleon S--

There hasn't been anybody named Napoleon since the Battle of Waterloo.

Now look, I told you, please, no games. I'm hardly in the mood for comedy.

Well, who is?

- What happened? - You were struck on the top of your head...

- ...with the butt of a six-shooter. - A six-shooter?

Oh, I don't even remember a peashooter.

I don't remember anything.

Now, Mr. Solo, I am really surprised you'd try anything as childish as this.

However, in any event, your cooperation is unimportant.

What we wanna know from you we can find out easily enough.

- How did it go? - U.N.C.L.E. is slipping.

In the old days, they wouldn't insult one's intelligence...

...by sending an agent who has the barefaced audacity...

...to pretend he doesn't even know who he is.

You mean to say he said he doesn't know?

Yes, he said he doesn't know. Hmm.

And this is the great Napoleon Solo.

Let me have his dossier.

I want you to bring him up to the laboratory.

We'll use some of Tertunian's new drug on him, that truth serum thing.

And I want him to assist us.

We should keep a close eye on that captive genius, Tertunian.

Well, he has been more cooperative these days.

The more reason to watch him.

Someone's been leaking information from around here, he may have had a hand in it.

[SNAPS FINGERS]

MARA: Are you sure Solo's faking?

After a blow in the head, there is such a thing as temporary confusion--

Not with an U.N.C.L.E. alert, and never with the gleam in one's eye as he has.

Yes, I see what you mean.

He's classified here as a swinger. What's that?

A manic depressive who is never depressed.

LONGOLIUS: Your name is Napoleon Solo. Do you hear me? Napoleon Solo.

You're an agent of the U.N.C.L.E.

You have come here under the command of your superior, Mr. Waverly.

Now, tell me all the instructions he has given to you.

Tell me all the information you have transmitted back to him.

Do you understand me?

You are not to withhold anything in your mind.

Do you understand me?

Say that you do.

I do.

What information have you transmitted back to Waverly?

To whom?

You are not to withhold any information that is hidden within your mind.

Now tell me what is in your mind.

Tell me all. Tell me everything.

I'd like another aspirin, please.

And when this cannon roar in my head stops...

...I'd like you to point out the fellow who hit me with the six-shooter...

...because I'd like to return the compliment.

Mara, don't let him fall asleep again.

- Tertunian. - It has that effect sometimes.

I've given him over....

MARA: In excess of 200 cc's, which is much too much.

LONGOLIUS: Is it the medication? Was it too old?

No, I rather suspect he's under the influence...

...of some kind of drug that produces amnesia.

Ridiculous.

In his room just now, Solo not only knew all about the Battle of Waterloo...

...but insisted on telling me about it.

I'm not surprised.

Memory at best is a selective thing.

But Mr. Solo will come around to his own identity in time.

We have no time.

We know Solo was talking to U.N.C.L.E. headquarters when our men got to him.

How much has he discovered about our operation here?

How much did he tell them? We've got to find that out immediately.

Go on, get him out of there. Bring him up to his room.

Now, if it's a drug we're dealing with, what is the antidote?

Now surely your computers can tell us that.

These machines were not programmed for medicine.

You had me set it up to examine the influence of emotional factors...

...on the loyalty of Thrush personnel.

I've only just programmed their love lives.

They don't have any love lives except under assignment.

- Now that might be one way out. - What are you talking about?

Something that will jog his memory back.

Something that will increase his blood pressure...

...and cause adrenaline to pour into his veins.

Arouse his whole body chemistry.

Well, using what, insulin shock? Electric shock?

No, no. The oldest, most primitive stimuli we know.

Mara, will you please bring me Mr. Solo's dossier?

Now, to make this operative, we must arouse the most basic instinct...

...the human animal is conscious of.

Fear is the oldest.

But then, Mr. Solo is a fearless man.

Um....

Hunger? Hardly applicable.

Uh, did you see these?

I glanced at that one.

Eye-opening, isn't it? Huh?

The other instinct, of course, is, uh, libido.

And that, my dear Longolius, is where we have a chance.

Libido?

Let us say that he's interested in the opposite sex.

Our Achilles has a great experience in that field.

His heel seems to be women.

Now, if we could find somebody...

...who could arouse that not-so-latent predilection in Mr. Solo--

No problem there.

Thrush numbers among its female employees any number quite adept in that field.

Mara, process all the feminine personal records...

...through that machine.

Programmed against what, sir?

Against Mr. Solo, of course.

We stamped out a card on him from this dossier, if I remember.

Now we'll search for the perfect intellectual...

...emotional, and physical match for him in that.

[WHIRRING]

Well, now, if this don't beat the chuckwallas.

I just knowed somebody was around here.

Well, uh....

Finders-keepers they say, don't they?

It must be rundown.

Well, I guess it works.

What time would you say it is, Sophie?

[BRAYING]

That's just about what I'd say, give a minute or two. Uh--

It ain't got no works. What...?

What is this?

What kind of a fool thing is this?

Say....

[LAUGHING]

It's a map. Ha, sure.

And there's a tunnel, and a--

It's a map. Soph, a map.

Say, Sophie, you know something?

We got our fortunes made, maybe, if we can just find this place.

[MACHINES WHIRRING]

- Well, we're just about ready. - Did you get a large enough sampling?

How many female employees did you have to choose from?

Over 2000.

We only took those from the Pacific coast in view of the time factor.

They're ready.

LONGOLIUS: Well, who's on the top card?

Well, now, who is it?

There must be some mistake.

My machines never make mistakes.

No, no, no, there's been an error. There must have been.

Now, these other choices are perfectly feasible, but this....

This first selection is absolutely all wrong.

Is it? Why?

It can't be.

Look, the girl with the highest number, she's a way ahead of the others.

- Who is she? - Yes, who is it?

We gotta locate her, we gotta find her immediately. Give me those cards.

"Z-897."

Well, who is she?

TERTUNIAN: Well, now, who is she?

It's me.

[LAUGHING]

Very well, I'll do it, but I haven't the vaguest notion what to say to him.

I thought all Thrush girls went through some course of, uh....

An elementary man-woman relationship. Um....

What's it called? Uh....

I had measles that semester.

I meant to make it up, but somehow, I got sidetracked with differential calculus.

Hmm. The computer knows all this. It has all your records.

And what's more important, it has all of Mr. Solo's.

The machine knows that Mr. Solo will take to you.

It's all that matters.

The rest will take its natural course.

[SCOFFS]

Now look, I may not have been, um, trained in the Mata Hari division of Thrush...

...but I have been trained since infancy in the way to deal with U.N.C.L.E. agents.

And it is not, believe me, I repeat, it is not to make love to them.

- Napoleon? - Oh.

Whoever you are, please stop shouting and go away.

But I'm not shouting.

Napoleon, I must speak with you.

Please get out of here and leave me alone.

Napoleon, I am here for Mr. Waverly, from U.N.C.L.E.

Everybody at U.N.C.L.E. is terribly concerned about you.

I don't care if you're here on behalf of Santa, all his little elves...

...and Donner and Blitzen.

Leave me alone.

Napoleon, don't speak to me like that. Don't you even recognize me?

No, I do not.

And if you won't get out of here, I will.

Napoleon, you can't.

Napoleon, you can't, it's impossib--

[SOLO EXHALES SHARPLY]

Open Channel D. Channel D, please.

- Yes, Mr. Kuryakin? ILLYA: I've arrived in Nowhere, sir.

And believe me, never has any place been more suitably named.

Mr. Kuryakin, you're working for U.N.C.L.E., not for an urban redevelopment society.

What have you got to report?

Quantity of blood. Dried, fairly fresh.

Otherwise, it would've been bleached out by now.

Shall I test it for type?

Not at the moment.

Yes, sir.

WAVERLY [OVER COMMUNICATOR]: I'm not hearing anything.

Mr. Kuryakin, are you there?

Yes, sir.

There's more blood, but no sign of radioactivity.

[DEVICE CLICKING]

Oh.

- You hear that? - Distinctly.

- Well, where is it coming from? - Just a minute.

[DEVICE CLICKING RAPIDLY]

It appears to be coming from a lady's abdomen, sir.

Uh....

Excuse me, madam.

It's the watch.

It is empty.

MARA: The fever's gone, you're feeling better.

I've seen you before.

You remember me, I'm glad.

My reception this afternoon was, um, unnerving, to say the least.

Oh, yes, this afternoon, you came to my room.

You were talking.

Well, what did you expect me to do, wave my antennae?

[SCOFFS]

I was rude, I'm sorry.

I'm usually not rude to pretty girls.

At least, I don't think I am.

Three years ago, you left me stranded...

...in the middle of the United Nations souvenir counter...

...in a fit of pique over some little Lebanese diplomat.

Now, rudeness or jealousy, I don't know.

You mean I know you?

Why do you think I'm here?

I told you, U.N.C.L.E. sent me to look after you.

U.N.C.L.E., U.N.C.L.E., you keep saying that.

Everybody keeps saying that.

- It upsets me. - Now take it easy.

Will a martini upset you? Hmm?

Very cold, uh, on the rocks, easy on the vermouth, two onions.

That's the same old Napoleon.

At least you remember that.

I like martinis?

Huh.

Where am I now?

The same place, only a bit higher and a little more to the left.

It's my hideaway away from it all.

Now, were this Manhattan, that far-off peak would be Karakal...

...and beyond, the monastery of Shangri-La.

That's from a book.

Hmm. You're getting warmer.

[WHISPERING] Did you really take an amnesia drug?

[WHISPERING] It's all kind of fuzzy.

I really can't remember anything.

Except this.

Why are we whispering?

Here, hold this.

[MARA CHUCKLING]

[IN NORMAL VOICE] In a place like this...

...even the begonias have ears.

You don't remember anything?

Not even the precious little moments behind the filing cabinets at U.N.C.L.E.?

Whose uncle? Yours or mine?

U.N.C.L.E., U-N-C-L-E, the organization we both work for.

You are Napoleon Solo, U.N.C.L.E.'s top undercover agent.

At the moment, you are in the hands of Thrush, your enemies.

Now, you took a drug to prevent them from getting information from you.

And it's temporarily destroyed your memory.

Oh.

Then it will come back?

So the doctor here says.

SOLO: Hmm.

[MARA SIGHS]

SOLO: Now wait a minute.

First, you said you were with U.N.C.L.E.

And then you said you were with Thrush, whatever that is.

That is the antithetical organization to U.N.C.L.E.

You see, I'm in their confidence.

I infiltrated from U.N.C.L.E. two years ago.

But please, please, don't give me away.

They are not signatories to the Geneva Conference...

...when it comes to traitors within their gates.

Including me?

You're a special case.

You don't remember anything?

I'm sorry.

Somehow, I have the feeling though that you and I...

...have had some wonderful memories in common.

You know, if I wanted to, I could tell you almost anything, couldn't I?

SOLO: Mm-hm. MARA: Hmm?

- About what kind of friends we were. - Mm-hm.

About the last time we saw each other.

And about what we were doing the last time.

SOLO [WHISPERING]: What?

[INAUDIBLE DIALOGUE]

Well, somehow, I think things like that aren't easily forgotten.

That's instinctual...

...not memorable.

- Well, it was memorable to me. - Mm-hm.

Wait a minute. I think I remember something.

What?

All this talk about U.N.C.L.E. and Thrush and plots and agents...

...it struck a familiar cord.

- Things are coming back to you? - Yes, yes, it's--

Comic books I've read.

Yeah, it's same as the plots used to be, except....

Except what?

Slam, zap, powie.

That's it.

Slam...

...zap...

...powie.

Open Channel D. Kuryakin here.

Go ahead.

Don't know where I'm headed, but I'm following the beeper.

[MUTTERING]

You know, Sophie, I should've gone on to that Colorado School of Mines...

...like that waitress in Butte told me 40 years ago. Ha-ha.

She was ahead of her time, that gal.

Then I could figure out the head and tail of this thing.

Howdy. Ha-ha.

You kind of startled me there, mister. I'm not used to running into strangers.

See, around here, I'm the mayor, the sheriff, and the entire population.

I've got some, uh, coffee here.

Would you like a little cup of this, mis--?

[DEVICE CLICKING]

What are you doing, young fella?

Listen, you stop that now. Stop it right now, you hear me?

I don't like people walki-- Hey, whoa, let go of that.

Here, you let go of that, that's mine. I found it, it belongs to me now.

Let go, will you?

Listen, I found that. That's mine.

Come on.

Forty-two degrees north.

Over the hills.

There.

Yeah?

[DOG BARKING]

I've gotta talk to you.

Close the door.

Did anyone see you?

I don't think so. I was very careful.

I....

MARA: Yes?

Well, I've been thinking and thinking and thinking, and, uh....

I don't know what this is about that you've been telling me...

...but I can't stand it here.

This place gives me the creeps. I've got to get out of here.

MARA: You've got to be patient.

This whole thing has been a fiasco.

Computer or no computer, theory or no theory, it just hasn't worked.

Solo's chemical imbalance hasn't changed despite everything she's done.

I can't stand this being in limbo any longer, not knowing who I am or what I am.

I just can't stand it.

Now look, don't do anything rash.

I will try to contact Waverly in the morning.

I don't want you to risk your life needlessly.

You could never get past the patrol dogs out there. Do you hear them?

Now, I tell you, it's hopeless.

But as long as they think they can still get information from you, you're safe.

In the meantime, I will try to think of something.

You trust me?

I'll have to.

There's nothing else.

Nothing has been accomplished at all, except that he's having a great time.

I wouldn't say nothing has been accomplished.

He trusts her. From trust to love.

LONGOLIUS: Love, my left foot.

He's been faking all along. He's no more lost his memory than you.

- But the truth serum. - Oh, he's immune to it.

Perhaps they never even gave him an amnesia pill.

Perhaps all they gave him was something to make him immune to our serums.

That's possible, isn't it?

Well, we can be clever too.

Let Solo escape. He'll head directly to where he's concealed the information.

And the moment he gets it, we'll move right in...

...and then arrivederci, Solo.

Open Channel D. Kuryakin here.

WAVERLY [OVER COMMUNICATOR]: Yes, Mr. Kuryakin?

I'm on top of a vast underground Thrush plant stretching for miles in every direction.

Where they have Mr. Solo, no doubt.

Well, find him, get him out. Blow it all up.

You understand?

Yes, sir, I'm to find Mr. Solo and then explode everything.

Well, we better find somewhere to hide the burro and this thing.

By the time we get to that tunnel, it's gonna be dark anyway.

Beats walking.

Say, if you're gonna blow anything up, I got a lot of dynamite you can have cheap.

It's a mite old, but it'd sure blow that tunnel...

...to kingdom come and back, I'll tell you. Ha-ha.

- Dynamite? - I always carry it with me.

A man never knows when he's gonna hit a promising vein here.

SOLO: Why tonight?

MARA: Because I think we can manage it tonight.

What can I say to you?

I suppose goodbye would be appropriate.

Only, I wish you wouldn't.

I dislike the idea of never seeing you again.

SOLO: Well, we can make a date to meet at a certain time.

No, let's not.

For people like us, there's no tomorrow.

Oh, come on, don't be so glum.

Make a date, time, a place.

A bar, we'll each have a drink.

And you'll see me, and I'll see you.

Oh, Napoleon, please.

Name it, come on. We can't let it end like this.

Come on, please.

Well, there is one bar.

- There's only one there, I'll meet you there. - All right, when?

- I don't know, maybe tomorrow? - Where?

In a town called Nowhere.

Now you must go.

[SOBBING]

I'm sorry for the tears.

Would you hold this, please?

[MARA SNIFFLING AND SOBBING]

What's happening in there?

The drug's worn off. He's turned back.

SOLO: Why you two-faced, two-timing little Thrush witch.

What?

What a cozy little deception.

Playing both ends against the middle, huh?

An U.N.C.L.E. agent.

And once and long ago we met and romanced behind the files in U.N.C.L.E.

Napoleon, what's come over you?

Nothing. Nothing at all.

It came back.

My memory, you see, it came back.

And this brought it back.

This.

Solo, drop that gun.

Mara, don't let him get away. Mara, shoot him in the leg.

Mara, shoot him.

Mara, stop him.

Stop, Mara, stop him.

LONGOLIUS: Mara, don't let him get away. Shoot him, Mara.

Mara, shoot him. Mara, stop him.

Don't let him get away. Mara, stop him, shoot him.

Don't let him get away!

I can't!

Because I love him.

[ALARM BUZZING]

LONGOLIUS: Condition Red, Condition Red.

To your stations, to your stations. Condition Red.

[ALARM WAILING]

[FOOTSTEPS]

Most interesting.

The gun, the hand.

U.N.C.L.E.'s training becomes positively ingrained and embedded...

...until it's altered into a basic instinct.

Just like Pavlov's dogs.

ILLYA: Hey.

This must be it.

Well, let's lay these here eggs then, huh?

All right, come on.

You.

You did it on purpose. You knew what was gonna happen.

You knew that she was gonna betray us. You picked her because of that.

I warned you.

Computers never lie.

LONGOLIUS: Have her brought here to me.

Locked.

I got one stick left. Want me to blow it open?

Hey, what you got there?

Toothpaste.

OLD PROSPECTOR: Well....

You mean that's gonna open the door just like that?

Well, it needs a little assistance.

OLD PROSPECTOR: Well, if that don't beat chuckwallas.

LONGOLIUS: Tunnel A, Tunnel A.

U.N.C.L.E. men, I told you.

Condition Orange, Condition Orange, Condition Orange.

[LAUGHING]

All right, you go and hook up the rest of the dynamite.

Right.

Invasion, Tunnel A.

Tunnel A, Condition Orange.

[ALARM WAILING]

LONGOLIUS: Go on, stop him. Kill him.

All right, stop-- Stop him.

You, it's all your fault. Look what you've done.

My life work, you've ruined it.

- You dirty beast! MARA: Aah!

Get out of here. Go and get Solo.

Take it easy, Napoleon.

Oh, you, you've ruined everything.

You betrayed us all.

Well, the penalty for that is death.

And death it will be.

It's me, Illya. You remember?

Waverly, the tailor shop.

Illya?

All done, sonny.

I laid more eggs than a Rhode Island red.

All you gotta do is just say the word and:

[IMITATES EXPLOSION]

Get in there. Get in there!

A long, long death with a thousand little flares...

...burning inside you through all eternity.

[THUDDING]

ILLYA: Let's go. SOLO: No, there's something I've gotta do.

- Tertunian? - And the girl.

Now I know that you're really with us.

Now this is no joke. I've gotta get her.

- Give me one minute, all right? - All right.

You get outside.

Count to 60, then give her everything you've got.

- Right, one, two, three, four, five-- - No, no, no. Slowly.

Oh, yeah. Ha-ha.

One, two, three, four--

Where was I?

Six, seven....

Longolius, where's the girl?

LONGOLIUS: Aah!

All right, where is she?

ILLYA: Dr. Tertunian?

All right, that's enough.

[ALARM WAILING]

OLD PROSPECTOR: Forty-nine, oh...

...fifty...

...fifty-one...

...fifty-two, 53...

...fifty-four, 55...

...fifty-six...

...fifty-seven...

...fifty-eight...

...fifty-nine, 60.

[LAUGHING]

MARA: But I have never known any other way of life.

Thrush was everything to me. Mother, father, church, country.

When Thrush first came upon me, I was about 4 years old.

I was lying in a roadside ditch beside the body of a man and a woman...

...my parents, I don't know.

And they took care of you?

Oh, yes, yes, they fed me, they clothed me.

They even educated me to their own purposes...

...which I thought were my own purposes too.

True, it wasn't your fault.

Well....

[MARA INHALES DEEPLY]

Unfortunately, these things cannot be erased.

Thrush did its work well, I have been programmed for life.

WAVERLY: Have you?

We gave Mr. Solo a limited dosage of Capsule B...

...to temporarily insure his safety, and ours...

...by a loss of memory.

I wonder if a larger dosage would erase a memory...

...on a permanent basis.

You want a guinea pig?

In the interests of science.

WAVERLY: There'd be no coming back.

There's no guarantee that you'd remember anything.

[CHUCKLES]

Well, in my whole life...

...there's only one thing I should hate to forget.

If I'm meant to remember, I will.

In case you shouldn't, I shall be around to remind you.

How many?

All.

Happy days.

Happy days.

Do you know where you are?

Nowhere.

Do you know who I am?

Yes.

Do you remember anything else?

No.

Then you're somewhere.

[ENGLISH SDH]