THE AVENGERS:

		ALL IN GOOD TIME

		       by

		 David K. Smith

Fifth Draft
September 26, 1999

David K. Smith
447 Silvia Street
West Trenton, NJ 08628
609-538-1928
david@davidksmith.com

Copyright © 1999 David K. Smith. All Rights Reserved.
Registered with the Library of Congress Copyright Office 10/1/99

		  THE AVENGERS:

		ALL IN GOOD TIME

PROLOGUE: Updated version of "Extraordinary crimes against the people and the state..."

			FADE UP TO:

INT. ABANDONED WAREHOUSE - NIGHT

A tense-looking AGENT in a trenchcoat is standing with his back pressed to a door frame, glancing side to side, barely visible in the dim light. He is carefully stuffing a small object into the inner pocket of his suit jacket.

At a faint RUSTLING SOUND he withdraws a pistol, attaches a silencer, and holds it at the ready. As he slowly slips around the corner, the foot of an unseen THUG kicks the gun out of the agent's hand. The gun CLATTERS into the dusty remnants of some factory equipment.

The thug swiftly grabs the agent's arm, yanks him into the next room of the warehouse, and begins pummeling him with powerful punches.

They exchange one solid blow after another. They are equally ruthless, as they grope for pieces of wood and other debris with which to strike one another. Clouds of dust are raised as they disturb decades-old junk, and the faint light streaks through the dust-choked air.

In the F.G. the hand of a FIGURE raises the agent's lost pistol into the FRAME and takes aim. After a few more seconds of fighting, the agent is in a clear line of fire, and the gun discharges with two low THWAPS.

The agent begins to fall to the floor in SLIGHTLY SLOW MOTION TOWARD CAMERA. Midway through the fall:

			CUT TO: 

EXT. BRUSHLAND - NIGHT

Match previous action as the dead agent finishes his SLOW-MOTION fall, landing face-down in a weed-grown ditch, his face splashing into the shallow muddy water. As he drops into the lower half of the FRAME, the TWO THUGS he had fought are revealed standing behind him. They cross their arms and admire the ground in front of them with wicked smirks.

		FIRST THUG
	Rather a nice collection
	we've got here, eh?

PULL WIDE to reveal SIX BODIES, all dressed in similar trenchcoats, all lying in the ditch face-down in a neat row.
The thugs chortle.

			SUPERIMPOSE:

	    ALL IN GOOD TIME

			DISSOLVE SUPER TO:

	Steed looks to the future
	Emma is ahead of her time

			DISSOLVE TO:

	OPENING TITLE SEQUENCE WITH CREDITS

			DISSOLVE TO: 

EMMA'S APARTMENT – DAY

X.C.U. of a 60s electric typewriter CLACKING out text:

	...intersection of opposing nuclear
	fields in anti-clockwise orbits,
	resulting in the attraction of sub-
	atomic particles into the spatial...

PULL BACK to reveal EMMA PEEL at the typewriter. Her desk is awash with books on nuclear physics, atomic principles and so forth, some in stacks, others lying open, and there are also charts, a couple of small models of atoms, and other scientific paraphernalia.

Amidst the mess is a small plate with a half-eaten biscuit, and Emma pauses to take another bite. Beside the desk, hanging on the wall, is a calendar displaying the month of:

	SEPTEMBER 1968

Emma she notices the month. Her expression suggests that she must have forgotten to turn the page. She lifts the page to reveal:

	"MRS. PEEL --"

emblazoned across the space where a picture should be.

Emma makes a "Heigh, ho, here we go again" expression and exhales. Just then the doorbell BUZZES.

Her apartment is sleek and "modern" in a 60s vein. Wearing casual sweats and an expression of wry suspicion, she rises and crosses to the door and opens it.

JOHN STEED is standing in the doorway in a jaunty pose, dressed to the nines in an impeccable classic suit, his bowler hat slipped down slightly over his forehead. He leans his head back to look at Emma from under the brim. He smiles.

		STEED
	We're needed.

Emma returns a wry smile.

			CUT TO: 

EXT. LONDON AREA ROAD - DAY

A typical overcast afternoon. The road is deserted.
Emma is riding in Steed's Bentley as he drives it towards CAMERA.

			CUT TO: 

INT/EXT. STEED'S BENTLEY - DAY

(Note: Shot in studio against film backdrop to emulate the production style of the 60s.)

Emma has changed into one of her colorful crepe catsuits, with a fur coat draped over her shoulders.

		STEED
	Six agents in as many days.

		EMMA
	An efficient adversary.

		STEED
	A dead giveaway.

		EMMA
	Pun intended?

Steed flashes her a slight frown.

		STEED
	It's Quasi Modo.

		EMMA
	The one in the bell tower?

		STEED
	Quasi T. Modo. We've been
	after him for years.
	This time we stand a good
	chance at getting him.
	But Mother isn't taking
	any chances. All com-
	munication regarding this
	case is now strictly
	top-top hush.

		EMMA
	Topper than top hush?

Steed flashes her another slight frown.

		STEED
	Everything is strictly verbal
	and in-person. Nothing in
	writing--

		EMMA
	--or by radio or telephone.

		STEED
	Exactly. That's why I came
	to collect you in person
	with no advance notice,
	Mrs. Peel. Mother has
	requested our presence.

			CUT TO: 

EXT. LONDON STREET - DAY

The Bentley rumbles through London. Only a few other period vehicles are seen on the streets, virtually no pedestrians.
TILT UP to take in the tallest of the city's buildings.

			DISSOLVE TO: 

EXT. TALL BUILDING ROOFTOP - DAY

The tar roof is dotted with vents, skylights, etc. It is the tallest building in the immediate area, as no others are visible, just endless grey sky.

In the F.G., Steed and Emma step into the FRAME from opposite sides, and survey the rooftop.

In the far B.G. a portly 50s-ish gentleman with a moustache rolls into the FRAME in a wheelchair from one side, and then turns to face Steed and Emma. It is MOTHER, attended by RHONDA, a towering Amazon of a woman who never speaks. Steed removes his hat as Rhonda rolls Mother toward them. The wheelchair SQUEAKS annoyingly.

		STEED
	Good morning, Mother.

		MOTHER
	Steed. Emma. Nice to see you
	both -- good of you to pop
	by on such short notice.

		STEED
	No trouble at all.

The SQUEAKING grows louder as Mother approaches them. Steed takes notice of the noise with a look.

		MOTHER
	Awfully sorry about that--
	been too busy to have it
	looked after, I'm afraid.

The wheelchair comes to a stop, as does the squeak.

		MOTHER
		(to Emma)
	I trust that Steed has briefed
	you.

		EMMA
	With the emphasis on brief.

		MOTHER
	No matter. You'll soon know
	everything you need to know.

Without shifting his gaze, Mother raises his hand and snaps his finger crisply. Over Mother's head in the B.G. an AGENT appears. Dressed in a business suit, he walks toward Mother and stops behind him.

		MOTHER
	We'll start with the physical
	evidence. This is all we have
	so far, but I believe you'll
	find it most intriguing.

With very slightly exaggerated precise movements, the agent extracts something from within his jacket and places it in Mother's waiting hand. Mother then hands it to Steed.

		MOTHER
	It was found on one of our
	seven late agents.

Steed unfolds a gleaming silver wristwatch.

		STEED
		(surprise)
	Seven?

X.C.U. - WATCH. It is a modern digital model with a tiny, intricate scientific calculator built in. A very advanced device that is just a bit ahead of 1990s capability, and way beyond anything from the 60s.

		MOTHER
	The last was just an hour ago.

Steed looks at Mother with concern. Then he hands Emma the watch.

		STEED
	What do you make of it,
	Mrs. Peel?

Emma examines it closely, intently, eyes widening.

		EMMA
		(incredulous)
	But... this is--

		MOTHER
		(anticipating)
	Impossible? An advanced
	electronic calculator as
	powerful as a room-sized
	computer built into a
	wristwatch? I ask you!

They all look expectantly at one another for a moment.

		STEED
	Evidently it's not so
	impossible.

Emma looks at Steed somewhat incredulously. Steed gestures at the watch.

		STEED
	Well, there it is -- it's real
	enough. Someone had to make it.

		EMMA
		(to Mother)
	But how?

		MOTHER
	Precisely. At first we thought
	it might have been alien in
	origin. Until we had it analyzed.

Mother snaps his finger again, and the agent behind him pulls a folded paper from his jacket pocket and places it in Mother's open hand. Steed extends his hand in anticipation of receiving it. Giving Steed something of an apologetic smile, Mother hands the paper instead to Emma. She hands the watch to Steed and unfolds a printout.

		MOTHER
	As you see, it was definitely
	made here on Earth.

		EMMA
		(reading and
		nodding)
	These are all conventional
	materials...

		MOTHER
	--subjected to unconventional
	manufacturing processes.

Steed places the watch against his ear.

		STEED
		(wry grin)
	But does it keep good time?

		MOTHER
		(flatly)
	Exceptionally good time.
	Better than any instrument
	we have--of any size.

Mother extends his hand to Emma in a gesture to have the printed report back. Mother then hands it back to Rhonda, who produces a lighter and sets it on fire. The agent standing behind her is caught glancing up at the imposing Rhonda and appears slightly intimidated.

		EMMA
	But how does this tie in
	with Quasi Modo?

		MOTHER
	Quasi is, for lack of a better
	term, a technology freak. If
	there's a fancy new gadget
	being developed, chances are
	Quasi will not be far away.

		STEED
	Like a moth to a flame.

		MOTHER
	Well put, Steed.

Mother points at the watch emphatically.

		MOTHER
	Find out who made that...

		STEED
	And we'll find Quasi.

		MOTHER
	Precisely.

			CUT TO: 

EXT. TALL BUILDING - DAY

TILT DOWN the skyscraper to the entrance just as Steed and Emma emerge. Emma has changed into a conservative business outfit.
Carrying a very thick phone book, Steed walks up to the curb. Hesitating at first, Emma follows. Steed acquires the classic pose of a gentleman awaiting a taxi. Emma looks at him, a little puzzled.

		EMMA
	We're going by taxi?

Steed appears to spot a taxi and raises his brolly.

		STEED
	'Fraid we have to leave
	the old girl behind.

There are just a few vehicles, and a taxi pulls up to Steed, who opens the door for Emma. She climbs in and Steed follows.

			CUT TO: 

INT. TAXI - DAY

Steed and Emma settle into the taxi.

		STEED
	Quasi and I go back quite
	a ways--before your time.
	He knows my weaknesses
	as well as I know his.

As Steed says this, he is ogling Emma with loving eyes.
Emma pretends she didn't notice.

		EMMA
	Oh?

		STEED
	He'd spot the Bentley coming
	a mile away, and that would
	send him scurrying.

The TAXI DRIVER swings into the FRAME in the F.G.
He is a very pleasant, enthusiastic young fellow.

		DRIVER
	Where to, Guv?

Steed is caught with his mind wandering a bit.

		STEED
	Oh, I'm terribly sorry, just
	a moment...

He opens the hefty book to an earmarked page and hurriedly checks the listing.

		STEED
		(reading)
	Advanced Computing Limited,
	fifty-five north--

The driver turns back and gets the taxi under way.

		DRIVER
		(cutting him off,
		pleasantly)
	--north Blakeley Street.
	'Ave you there in a jiff.

Steed and Emma share a look.

		EMMA
	Good thing I brought a change
	of clothes.

Steed beams at her.

			CUT TO: 

EXT. CITY STREET - DAY

An industrial district. Squat brick buildings and lumbering delivery trucks.

The taxi swings around an intersection and comes to a stop in front of a building with a sleek, modern entrance bearing a sign:

	ADVANCED COMPUTING LTD.

Steed and Emma step out. Steed ducks down to speak to the driver through the window.

		STEED
	Don't mind waiting, do you?

		DRIVER
	Not at all. Take your time.

Steed tips his hat in thanks, and the driver gives him a friendly little wave.

			CUT TO: 

INT. FACTORY FOYER- DAY

Through the glass windows and door we can see Steed and Emma approach and enter the building, with Steed holding the door for Emma.

Inside they turn to face the RECEPTIONIST, an efficient young woman at a sprawling sleek white desk. Steed removes his hat.

		STEED
	Good afternoon, my name is
	John Steed, and this is Mrs.
	Emma Peel. We're from S and P
	Technology Brokers.

Steed pulls a business card from his vest pocket and hands it to the receptionist.

		STEED
	We have an appointment with
	a Mister Craymore.

The receptionist checks her desk calendar and nods.

		RECEPTIONIST
	Yes, he's expecting you. If
	you'll have a seat, I'll page
	him for you.

She turns and presses a lever on an intercom.

		RECEPTIONIST
		(echoed over PA)
	Mister Craymore, your one P.M.
	appointment.
		(normal, to Steed)
	He'll be right with you.

Steed nods with a smile.

A door to one side of the foyer opens, and WILLIAM CRAYMORE emerges. He is an energetic, white-haired man in a white lab coat and bottle-bottom glasses. He swiftly approaches Steed and Emma, who rise to meet him.

		STEED
	Mister Craymore...

		CRAYMORE
		(pleasantly)
	Yes, yes, I certainly am--

		STEED
	I am John Steed, and this
	is Mrs. Peel.

They shake hands.

		EMMA
	How do you do.

		CRAYMORE
	Yes, yes, S and P Technology
	Buyers--

		STEED
	Brokers.

		CRAYMORE
	Yes, Brokers, of course.
	So sorry. How may I help you?

		STEED
	We're just here to do a
	brief inventory, as it were.
	We represent many interested
	buyers, and the better
	informed we are, the more
	likely they will buy.

		CRAYMORE
	Yes, yes, of course, makes
	perfect sense. Well, where
	shall we begin? Mmm. Well,
	I suppose the lab is as good
	a place as any--
		(turning)
	Yes, yes, come with me to
	the lab.

They all head up the foyer and gather at a large door. Craymore somewhat ceremoniously presses a button beside the door, and it slides open.

			CUT TO: 

INT. FACTORY LAB - DAY

STEED AND EMMA'S POV: In a room the size of a small supermarket there is a sea of computers the size of upright freezer units, with LARGE TAPE REELS WHIRLING and lots of BLINKING LIGHTS, plus a cacophony of HUMMING, CLACKING and BUZZING.

Steed and Emma wince slightly from the noise. Craymore steps past them.

Craymore gestures around him.

		CRAYMORE
		(voice raised)
	What you see here is likely the
	greatest amount of computing
	power in one place in the world.

C.U. OF STEED as he rubs his hands together breifly.

		STEED
	It's a bit cool in here--

		CRAYMORE
	Yes, well, all of that
	computing is hard work,
	and work generates heat.
	If we don't keep these
	machines cool, they'd,
	well, melt down... er--
	quite literally.

Steed and Emma slowly wander into the cavernous space, occasionally studying a machine here and there. Steed spies a printer busily pounding out reams of paper and lifts some of it from a basket for a look.

C.U. OF PAPER. The page is filled with nothing but row after row of ZEROS.

Steed holds it up in a gesture toward Craymore, who approaches.

		STEED
	And what is it that is being
	so strenuously computed?

Craymore examines the page, squinting. He suddenly becomes flustered, somewhat embarrassed, leafing through the pages in a fitful flurry.

		CRAYMORE
	Yes, well, ah--we do have the
	occasional, ah, glitch, as
	it were...

		STEED
		(more to
		himself)
	The technical term, I presume.

Ignoring Steed, Craymore toddles over to a nearby machine and starts punching buttons. Steed glances around and frowns.

		STEED
		(to Emma)
	They're all so... big.

		EMMA
		(speaking up)
	Mister Craymore, we would be
	more interested in seeing
	your smaller computers.

Craymore glances up from the errant machine he is tweaking.

		CRAYMORE
	Smaller...?

		EMMA
	Yes. We believe the market
	trend is toward miniaturi-
	zation.

Craymore looks back down at his computer and, frowning in frustration, gives it a slap on the side. Scratching his head, he finally refocuses on Steed and Emma.

		CRAYMORE
	Yes, yes, miniaturization...
	Well, then. Come with me.

CRAYMORE leads Steed and Emma into the far corner of the room, where there is a cube about the size of a large microwave oven. The cube sits HUMMING and CLICKING gently, with a small panel of BLINKING LIGHTS. Craymore rests one hand on it and gestures at it with the other.

		CRAYMORE
		(proudly)
	This--this is the Mark Five,
	the very smallest computer
	we've ever built. But don't
	let its small size fool you.
	It is capable of computing pi
	to five hundred places.

		STEED
		(wryly)
	That's an awful lot of pi.

Emma throws Steed a brief frown.

		EMMA
		(to Craymore)
	Nothing smaller?

Craymore looks crestfallen.

		CRAYMORE
	Smaller? Smaller? Well, how
	much smaller would you like
	us to go, dear lady?

		STEED
	Say, something you could
	strap on your wrist?

Craymore sputters, then begins chuckling in spurts, then starts howling, holding his sides in uncontrollable laughter.

			CUT TO: 

EXT. CITY STREET - DAY

The taxi is still parked in front of the computer factory.
CRAYMORE'S FAINT, ECHOED LAUGHTER continues for just a second or two before fading out.

Steed and Emma exit the building and approach the taxi. Steed comes to a stop and stares in at the driver.

The driver's head is buried in a magazine entitled,

	"TECHNOLOGY NEWS"

Steed glances at Emma with a questioning frown. Emma shrugs as if it were nothing unusual. Steed clears his throat.

The driver puts the magazine down and looks up at Steed with a sheepish grin.

		DRIVER
	Sorry, Guv. Li'l 'obby of
	mine.

Steed's frown turns to a smile.

		STEED
	No need to apologize.

			CUT TO: 

INT. TAXI - DAY

Steed opens the taxi door and Emma enters. The driver tips his head back.

		DRIVER
	Where to next?

Steed enters and closes the door, and Emma plops the phone book in his lap, which he promptly opens.

		STEED
		(reading)
	Electro Magneto Research,
	One-eleven east--

		DRIVER
		(cutting him off)
	Know that one by 'art. 'Ang
	on, then...

Once they are under way...

		DRIVER
	Say, 'ave you 'eard about
	that new circuit element
	that's supposed to replace
	transistor?

Steed and Emma exchange a look.

			CUT TO: 

EXT. STREET - DAY

The taxi pulls away from the curb.

			CUT TO: 

EXT. ANOTHER STREET - DAY

The front of the parked taxi is jutting into the FRAME, and the building behind it bears a small sign reading:

	"ELECTRO MAGNETO RESEARCH"

The DIALOG taking place inside the building is heard while the taxi driver picks up his magazine and resumes reading again.

		STEED'S VOICE
	We're here to see Doctor
	Fields.

		YOUNG WOMAN'S
		VOICE
	Yes, of course, if you'll
	step this way.

		STEED'S VOICE
	Thank you.

			CUT TO: 

INT. SMALL R&D LAB - DAY

DOCTOR FIELDS is leading Steed and Emma into a closet-sized room loaded with period television sets, oscilloscopes and other related equipment, all in various states of disassembly. Doctor Fields is entirely without visible emotion; he is expressionless, nearly immobile, his monotone voice carrying no enthusiasm in spite of what he may say.

		FIELDS
	This is most exciting research,
	you realize. There is no end to
	the applications of the principles
	of electromagnetism.

Fields seems to come to a halt, inexplicably. Steed disguises a mix of bewilderment and impatience; Emma successfully maintains a look of understanding and interest. After an expectant moment...

		STEED
		(polite smile)
	Do tell.

		FIELDS
	Ah. We are currently engaged
	in a unique and very exciting
	project involving miniature
	cathode ray tubes.

Steed and Emma both perk up considerably at the mention of "miniature," although Fields' terminology bewilders Steed.

		EMMA
	Miniature television sets?

		FIELDS
	Quite. We have in fact created
	the smallest picture tube
	ever developed.

Fields appears to have halted again, and after a moment...

		STEED
	Any chance we might have
	a look at it?

Doctor Fields slowly reaches to a shelf behind him and takes down a small item about the size of a pill bottle. He places it on the table, and Steed and Emma lean forward for a look, bumping heads. Steed frowns.

		STEED
	I don't see anything.

		FIELDS
	That's because it isn't on.

		STEED
	I don't suppose you could...
	er... fire it up for us?

		FIELDS
	No.

		STEED
	No?

		FIELDS
	No. You see, we haven't
	finished the other bits yet.

		STEED
	The other bits...

		FIELDS
	The other bits that make
	it work.

Steed and Emma share a glance, practically nose-to-nose, then straighten.

		STEED
	Well... At the risk of being
	impertinent, it's of little
	use to our clients if--

		EMMA
		(cutting in)
	Doctor Fields, what other
	projects of yours might
	be regarded as potential
	technological break-
	throughs that are, well,
	a little further along
	in development?

Doctor Fields stares at Emma for a long moment, then turns to leave the room. As an afterthought, he pauses.

		FIELDS
	Come this way.

			CUT TO: 

INT. LARGE R&D LAB - DAY

The spacious lab has rows and rows of work benches piled with electrical equipment. Steed looks a bit wary; Emma looks as though she's in a candy shop, and wanders around.

TIGHT ON AN OBJECT about the size of a paperback book, which Fields picks up from a table and holds in his hands.

		FIELDS
	Our most exciting project.
	Quite extraordinary potential.

Steed stares expectantly at the featureless object, then gestures for Fields to please proceed.

		FIELDS
	Imagine, Mister Sneed, a
	means of transportation
	that requires no fuel--
	not even wheels.

Steed winced slightly at the mispronunciation of his name, but refrained from commenting. He contrives a bright grin.

		STEED
	Walking?

Fields hesitates for a moment, evidently attempting to ignore Steed's little joke, and then turns and places the block on a long metal track that stretches the length of the room, ending in front of a concrete block wall.

		FIELDS
	Magnetic propulsion.
	Of course, it is at an
	early stage.

Fields throws a lever and turns a knob. A loud HUM is heard as the block levitates slightly off the track and then begins accelerating down it.

		FIELDS
	We have one or two problems
	to work out, yet...

The block is zipping ever faster, until it careens off the end of the track and smashes into the wall. Emma starts.

		STEED
	Such as, how to stop?

		FIELDS
		(after a
		pause)
	Quite.

			CUT TO: 

INT./EXT. TAXI - DAY

Steed and Emma are in the parked taxi, seen from outside through the side window. Steed is scanning the list in his book.

		DRIVER
	'Oo's next, then?

		STEED
		(reading)
	Timeless Timepieces,
	twenty-two Talmadge...

		DRIVER
		(finishing)
	Talmadge Terrace...

The taxi immediately pulls out of the FRAME.

			CUT TO:

INT. FACTORY SHOWROOM - DAY

The old showroom is furnished like an opulent sitting room, except that it has glass cases filled with hundreds of watches and small clocks; the air is filled with gentle TICKING. Hands clasped behind his back, Steed is absorbing the pleasant atmosphere of the room while Emma is admiring the fine timepieces.

TIGHT ON DISPLAY CASE, looking through the back and out the front, with Emma's face nearly pressed against the glass.

		EMMA
	These really are magnificent.

MISTER TINKERMAN is standing behind the case. He is so ancient and frail that he looks as though he might drop dead at any instant. His movements are excruciatingly slow, his speech a bare whisper. A smile seems impossible without breaking his face, but his eyes sparkle.

		TINKERMAN
	You are too kind.

		EMMA
	And you've made them all
	yourself?

		TINKERMAN
	I cannot deny that fact.
	Unlike these timepieces,
	I never wind down.
	As I am fond of saying,
	I have all the time in
	the world.

Tinkerman raises his hands in a gesture, and they shake and wobble acutely.

Steed’s faint smile about Tinkerman's remark changes to one of wide-eyed wonderment as he notices Tinkerman's hands shaking.

		STEED
		(to himself)
	Remarkable.

C.U. OF TINY WATCHES.

		EMMA
	Some of these are quite small.

		TINKERMAN
	The smallest, if that is your
	interest, madam, is here.

Tinkerman slowly reaches into one corner of the case and picks up a tiny object. As he does this, Steed joins Emma beside the case; he seems more interested in how Tinkerman remains functional than in the product being shown.

		TINKERMAN
	I call it the pushpin watch.
	Very handy for hanging small
	ladies' appointment calendars.

C.U. OF TINKERMAN'S HAND, which is so wobbly that it is impossible to see what he's holding.

		STEED
	Perhaps if I...

		TINKERMAN
	Why, of course.

Steed takes the object from Tinkerman, and he and Emma finally have a good look. But they wind up squinting.

		TINKERMAN
	This may help.

Tinkerman produces a magnifying glass, which he holds over the object, but it wobbles uselessly. Emma takes the magnifier from him and holds it steady.

X.C.U. OF TIMEPIECE THROUGH MAGNIFIER; the conventional-looking watch face just fills the head of a pushpin.

		STEED
		(awed)
	It has hands.

		TINKERMAN
	The smallest ever made.

		STEED
		(looking up)
	However is it wound?

		TINKERMAN
	Simply turn the top while
	the pin is fixed.

Steed holds the pin and turns the top. The faintest CLICKING is heard.

		TINKERMAN
	Pull up and turn to set the
	time.

Steed does so, and the tiny hands whirl around.

Emma straightens and takes a moment to phrase a question.

		EMMA
	Mister Tinkerman, I know
	this may seem unusual,
	but... do you have a watch,
	or do you know of one, that
	doesn't have hands?

Tinkerman is both dumbfounded and bemused.

		TINKERMAN
		(stammering)
	My--my goodness me, what good
	would it be then?

Steed hands the pushpin watch back to Tinkerman.

		STEED
	Indeed.

			CUT TO: 

EXT. STREET - DAY

The taxi zips past an enormous, abandoned factory building and disappears into the distance.

			CUT TO: 

INT. FACTORY - DAY

Amid the debris of an abandoned research lab are complex new equipment installations--cabinets, cables, displays. The room is a jumble of high-tech gear dimly lit by a few isolated work lights. RATTLING AND CLUNKING is heard as TWO TECHNICIANS with tools are seen working on a large, strange-looking piece of electrical gear. One of them stops and turns to look.

		TECHNICIAN
	Er, Mister Modo--sir--how do you
	want this connected, then?

A FIGURE enters FRAME. The silhouette is that of a disfigured person, nearly a hunchback: QUASI MODO. We never see him clearly, only as a dark shape. His voice is a strange, annoying high-pitched warble; he speaks erratically in stuttering fits as he gestures irritably at the technician addressing him.

		QUASI
	You're asking the wrong
	person. Just because I pay
	you to do this doesn't mean
	I know what you're supposed
	to do! In fact, I dare say
	you know more about all this
	gobbledygook than I do.
	My expertise lies elsewhere.
	You'll have to ask the
	Professor.

		TECHNICIAN
	I'm--I'm sorry, sir, it's
	just that...

The technician trails off nervously.

		QUASI
	Just that...?

The technician blinks at him for a moment, apparently reluctant to even look at Quasi, who grows more irritated.

		QUASI
	Come on, then, you can do
	it, man. You can talk to the
	ugly freak.

		TECHNICIAN
	Well... it just takes so long
	to get answers from him...

		QUASI
	It takes me just as long!
	And I have enough questions
	of my own for him without
	having to deal with yours
	as well, damn it. Get
	this thing working, and
	you won't have to wait
	for any more answers.

Quasi turns and starts to shuffle away, his shrill voice ECHOING.

		QUASI
	Be ready for another test
	run tonight. Then... Then
	I'll be ready, damn it...
	At long last... I'll be
	ready. I can hear them now...

Just then the POP OF A CHAMPAGNE BOTTLE is heard.

			CUT TO: 

INT. STEED'S FLAT - SUNDOWN

C.U. OF CHAMPAGNE being poured into two glasses.

PULL WIDE to take in Steed's flat. Old-world charm compressed into a modest space. Emma is sitting on a sofa, the last light of the afternoon sun illuminating her from behind, her hair glowing warmly. Steed hands her a glass, then he sits beside her. They raise their glasses in a toast.

		EMMA
	To failure.

		STEED
	Aren't we optimistic.

Emma kicks off her high-heel shoes wearily.

		EMMA
	We are just the tiniest bit
	exhausted. Not one of those
	thirty-three so-called
	advanced facilities we visited
	is even remotely capable of
	making that watch.

Steed removes the digital watch from his vest pocket and observes it with a smirk.

		STEED
	Well, it wasn't little green
	men.

Emma reaches for it and frowns at it.

		EMMA
		(sighing)
	Perhaps it was imported.
	Japan is rapidly advancing
	in electronics--

		STEED
		(shaking his
		head)
	I don't think so.

Emma asks why with a look.

		STEED
	Quasi always stays close
	to the source.

		EMMA
	Tell me more about Quasi.

		STEED
	Cipher expert. Brilliant.
	Best we had during the war.
	But he turned out to be a
	gullible chap. Decrypted just
	a bit too much Nazi propaganda.
	Started thinking Hitler was on
	the right side. When der Führer
	lost, he tried to commit
	suicide. Someone made the
	mistake of saving his life.
	Now he's horribly deformed--

		EMMA
	--and has a chip on his
	shoulder.

		STEED
	More like a hump...
		(pause,
		apologetic
		grin)
	His M.O. is to gain control
	by financial manipulation.
	He started with a business.
	Then a town. Then a county.
	Each time his plans were
	bolder, better executed.
	The last time, he was about
	to ruin the economy of the whole
	of Great Britain. Very nearly
	succeeded. Had a lot of people
	blaming the government for
	their troubles.
		(sarcastic
		frown)
	Politicians do enough harm
	on their own without
	Quasi's help...

		EMMA
	And the next step...?

		STEED
		(grimly)
	World domination.

Emma dangles the wristwatch by its strap from her pointed index finger and makes an affected smile.

		EMMA
	With a wristwatch?

		STEED
	That's just a hobby.

Steed takes the watch from her, leans back and regards it.

		STEED
	Still, I have a hunch
	this time he'll be
	putting his hobby to
	use in his plans...
	somehow.

He leans closer to Emma and holds up the watch.

		STEED
	What would it take to
	produce this?

		EMMA
		(wryly)
	A miracle?

Steed scowls at her. She takes the watch back from him and sits thinking for a moment.

		EMMA
	Energy.

Steed frowns questioningly.

		EMMA
	Advanced manufacturing
	requires a lot of electric
	power... They may be working
	on these at night, when the
	demand for power is lower.

Steed is getting inspired.

		STEED
	Then perhaps we've been
	going about this the wrong
	way.
		(slyly)
	Mrs. Peel, what are you
	doing tonight after dinner?

		EMMA
	Well, it looks as though
	I won't be finishing my
	paper on atomic attraction.

		STEED
		(murmuring,
		sly grin)
	I could offer up some practical
	pointers on the subject of
	attraction...

Emma gives him a cautioning frown and thrusts her empty glass at him.

			CUT TO: 

EXT. STREET - NIGHT

Industrial district. Warehouses. Freight docks. All quiet.

			CUT TO: 

EXT. ANOTHER STREET - NIGHT

Deeper into an older, grimier industrial area. Abandoned buildings. Weeds. Litter. Dim light. Steed is wandering about, peeking into windows, keeping a wary eye.

EXT. ANOTHER STREET - NIGHT

Emma's Lotus rounds the corner and quietly comes to a stop in FG. The headlights retract. Dressed in a black fabric/leather catsuit, gloves and a bulls-eye tam, Emma emerges from the car and slinks into off the shadows.

			CUT TO: 

EXT. ALLEYWAY - NIGHT

Looking down a narrow, junk-lined alley between factory buildings toward the street, Emma moves past the opening, pausing to peer up the alley.

			CUT TO: 

EXT. FACTORY GROUNDS - NIGHT

Steed is squeezing through a gap in a fence and moves stealthily towards the corner of a building where there is a cluster of electric meters. Glancing around, he produces a small flashlight, briefly shines it on the equipment, then douses the light.

			CUT TO: 

EXT. ANOTHER STREET - NIGHT

Emma wends her way along a maze of narrow driveways between idle buildings. An open area is lined with loading docks, broken crates, weeds and junk. Emma enters the area and stands, hands on hips, looking around. She looks up and studies the rooflines.  Something catches her eye.

			CUT TO: 

EXT. ANOTHER STREET - NIGHT

Steed is moving up a street, brushing some dust off of his suit, when a LOW HISS AND CRACKLE is heard, followed by EMMA'S MUFFLED VOICE. Steed pauses.

		EMMA'S VOICE
		(filtered)
	Steed. I think I've found some-
	thing.

Steed removes a two-way radio from his jacket and holds it up to his mouth.

		STEED
		(low)
	Where are you?

			CUT TO: 

EXT. FACTORY COMPLEX - NIGHT

Many large, decrepit structures. Brick and broken glass. Emma is standing at the corner of a side street looking around for Steed, who appears silently from nowhere and joins her.

Emma inclines her head up toward the back of the largest of the abandoned factory buildings--the back of Quasi's place—where a large number of thick electric high tension lines arc across the sky and lead down to a bank of transformers and other heavy-duty service equipment along the back of the building.

		EMMA
	That's about six times
	the average electric
	service needed for a
	complex this size.

		STEED
	Assuming the plant was
	even functional. Looks as
	though this place hasn't
	been used since the war.

They begin moving slowly up the litter-lined driveway behind the building. Emma suddenly stops, placing the back of her hand briefly against Steed's chest.

		EMMA
	Steed--listen.

The faint PULSATING HUM of strong electric current flowing is heard. Steed and Emma look at the tangle of wires overhead.

		STEED
	It's alive.

They look at one another--highly suspicious! They check around, then continue.

			CUT TO: 

EXT. FACTORY COMPLEX - NIGHT

Another area. Steed and Emma creep around a corner.

			CUT TO: 

INT. FACTORY BUILDING - NIGHT

Looking out through a grimy window. Steed and Emma stop and peer inside, then move on.

			CUT TO: 

EXT. FACTORY BUILDING - NIGHT

An aged wood door is locked shut with an old rusty padlock. Steed gives it a casual yank, then looks around.

He finds a piece of metal junk and pounds on the lock hasp. It breaks away from the rotted wood, and he tries the door. Stuck. Emma taps him on the shoulder, and, understanding, he steps aside. Emma stands close to the door, turns to face away from it, then bashes it open with a kung-fu kick. Steed smiles and tips his hat in thanks, then motions for her to enter.

			CUT TO: 

INT. FACTORY BUILDING - NIGHT

Steed and Emma are barely visible in the unlit room. They creep along at a snail's pace, practically feeling their way through the ancient, silent machinery and debris.

			CUT TO: 

INT. FACTORY BUILDING

Another room. They spot some light off to one side, and head for the door there, weaving through the dusty mess and approach an open doorway. The room beyond is streaked with faint light. FOOTFALLS cause them to freeze in their tracks near the door.

Only Steed and Emma’s wide, unblinking eyes are visible. The light falters briefly as something passes the door. Then Steed's eyes lurch out of the FRAME as he silently lunges through the door. Emma takes one step forward, her eyes fixed on Steed.
There is a metallic PONG, rather like the sound of a small tin pot being tapped, then a faint THUD as someone is apparently knocked out, while Emma watches intently. The feet of an unconscious FIGURE is dragged past and disappear into the shadows. Then Steed and Emma's silhouettes slip through the door.

			CUT TO: 

INT. EQUIPMENT ROOM

From behind an electrical cabinet about the size of a washing machine, Steed and Emma slowly rise up until they are just peering over the edge. Steed has removed his bowler.

The equipment room they are in is jam-packed with huge electrical conduits, gigantic transformers, enormous coils, countless ducts and cabinets, all lit only with a few work lights, and filled with a POWERFUL, PULSATING HUM mixed with the MUFFLED WHINE of cooling fans.

Hunched over, Steed and Emma creep along a narrow space between the equipment and the wall, pausing every so often to check around. They pass through a door at the opposite end of the room.

			CUT TO: 

INT. NARROW FACTORY ROOM

Steed and Emma emerge into a corridor. Over their heads are several large electrical conduits, practically gleaming with newness against the dirty, aged, debris-strewn surroundings. Emma points up at them, and they follow them along.

They creep along, staying close to one wall. A VOICE IS HEARD--QUASI'S ANNOYING CHIRPING--accompanied by the SHUFFLING of four feet. We hear a snippet of him talking to Tofu.

		QUASI
	...assuming the Professor is
	right, then we’re ready, so
	I want you to...

Alerted, Steed opens the nearest door, he and Emma slip inside, and the door closes. They do not notice that it is not a typical old factory door; it is new, modern, an unusual arch-topped shape, with a small RED LIGHT over the top.

			CUT TO: 

INT. LONG, LONG CORRIDOR

Steed and Emma are lit only by a single DIM RED LIGHT over the door.

		STEED
		(low)
	That was our Mister Modo.
	A rather distinctive voice,
	his.

		EMMA
	Hmm, rather.

			CUT TO: 

INT. CONTROL ROOM

XCU of a somewhat misshapen finger depressing a great big green pushbutton. There is a CLICK and then a heavy THUNK of transformers energizing. The illumination DIMS a little.

			CUT TO: 

INT. LONG, LONG CORRIDOR

The lighting on Steed and Emma suddenly changes from FAINT RED to a slightly brighter SOFT GREEN GLOW. The lamp over the door switches from RED to BLINKING GREEN. A curious sound arises, a mix of WARBLED HUM and MUFFLED, ECHOED BUZZ. Steed and Emma look at one another with a start, then glance around.

The corridor is very long, so long that the matching door at the opposite end is barely visible, as is an identical BLINKING GREEN LIGHT. The entire corridor is awash with a strange GHOSTLY GREEN GLOW, in spite of the fact that NO LIGHT SOURCES ARE VISIBLE.
There are also doors along the sides of the corridor at regular intervals.

Steed and Emma share a glance in silently debate over whether or not to go back out or proceed down the corridor. The strange sound and light seem to beckon them...

			CUT TO: 

INT. CONTROL ROOM

C.U. of misshapen hands rubbing together in anticipation.
PULL BACK to reveal Quasi (for the first time), his eyes gleaming with some delightful fantasy, his mouth twisted into something of a smile, his gruesome face lit with slashes of light. He murmurs to himself in a distant, wistful tone--

		QUASI
	Oh, I can hear them now...
	The moans of all those
	gorgeous young women,
	clamoring to see me...
	to touch me...

Quasi's control room has bank after bank of panels with switches, levers, buttons, monitors, lights, etc., "classic 60s mad scientist" style, and arranged in a semicircle. Sprouting from the tops of the panels are hundreds of conduits leading in all directions, creating a rat's nest directly overhead through which light is filtered into stripes and splotches.

Quasi is perched in a seat mounted on a rotating stage in the center of the space. He is hunched over a panel, chortling. Suddenly he sits up straighter, then shifts to one side, releasing a small FART.

		QUASI
		(groaning)
	Oh, damn.

Quasi hits a button on his chair, which rotates him from one panel to another. He leans forward and presses a lever.

		QUASI
	Tofu. I've got to go to
	the toilet again. Get in
	here and keep an eye on
	things.

		TOFU’S VOICE
		(filtered)
	Yes, boss.

Quasi swings his chair to align with the opening in the panels and struggles to extract himself from the chair.

		QUASI
		(muttering)
	I sincerely hope they can
	fix this damned stomach of
	mine as well--

Just as he manages to stand, an ALARM BUZZER goes off, accompanied by a large RED FLASHING LIGHT.

		QUASI
	Oh, damn, what now?

Quasi scrambles back into the chair, grunting with pain. He swings around to a panel, punches some buttons and checks some indicators, all the while muttering to himself...

		QUASI
	My dear Professor. You had
	better not have overlooked
	something again... not
	this time.

He swings to another panel, punches more buttons...

		QUASI
	I may not be much to look
	at... but believe me... I
	have no desire or intention
	to end up like you...

He throws some switches and a small monochrome TV monitor FLICKERS to life. Quasi twists a dial, and an IMAGE RESOLVES.

C.U. OF MONITOR showing Steed and Emma in a high, fisheye view as they move slowly along the corridor.

Quasi slams his fist on the arm of his chair.

		QUASI
		(enraged)
	Aw, damn! Damn, damn, damn!
	Not those two!

His chair begins to move and he waves his arms wildly, just as TOFU, a tall, chunky oriental tough-guy, bald as a billiard cue, arrives in the control room.

		TOFU
	What's wrong, boss?

Quasi tries desperately to point at the monitor as his chair swings around.

		QUASI
		(spluttering)
	Look! It's them! It's them!

Tofu tries to get a look, but must jump back as Quasi swings past.

		TOFU
	Who is them?

		QUASI
		(spitting)
	John Steed! Who else? And
	that would be Emma Peel
	with him, his latest...
	partner...

He pauses, briefly distracted by the appeal of Mrs. Peel. Then he catches himself as his chair lurches again out of control--

		QUASI
	Damn!--

Quasi continues careening back and forth, his dangling feet swinging side to side.

		TOFU
	Should I go get them?

		QUASI
	Are you insane? There's
	no knowing what can happen
	to you mucking about with
	them in there-- Aw, damn,
	where's the manual? Tofu--I
	need that manual! And turn
	off that damned claxon!

Tofu removes a letter-sized, inch-thick soft-cover book from a small shelf at one end of the panels, and stuffs it in Quasi's hand just as his whirling chair at last grinds to a halt.

		QUASI
	Ah!--

Quasi tears through the manual in a frenzy. In B.G., Tofu leans over to a panel and throws a switch, shutting off the ALARM BUZZER.

C.U. OF MANUAL COVER, which is marked,

	"CHRONOPHASER
	MODEL IIB
	OPERATION MANUAL
	PROF. A.A. ANACHRON"

Quasi grunts and snorts as he scans the pages for something in vain, and speaks to the book.

		QUASI
	Arrgh--it's not in here!
	Professor... you didn't
	plan for this contingency,
	now, did you?

Quasi slaps the manual shut and looks around. He spots what he wants on a panel over his shoulder, and punches the button on his chair. The chair remains motionless. Grunting, he punches the button repeatedly, but the chair does not move.

		QUASI
	Aw, damn! Not this--
	Tofu! Tofu!

Tofu lurches closer.

		TOFU
	What, boss?

		QUASI
	Phone. I need the phone!

Tofu scrambles over to a panel with a built-in phone, grabs the receiver, and stretches it across to Quasi, who struggles to reach it, leaning his body painfully to get it to his ear.

		QUASI
		(straining)
	What are you waiting for?
	Dial the Professor's number.
	Hurry!

Tofu begins dialing frantically.

		QUASI
	Faster! Faster, Tofu!
	Aw, Damn, damn, da-- er--
	Hallo? Hallo? Yes, I
	know what the time is, but
	this is an emergency.
	Get me the Professor,
	now! Yes, of course
	I'll wait! I always wait!

While he waits, Quasi resumes pounding the button on his chair.

			CUT TO: 

INT. LONG CORRIDOR

Steed and Emma alternately try the doors on opposite sides of the corridor, but they all appear to be sealed shut. The WARBLED HUM and MUFFLED, ECHOED BUZZ sounds are growing slightly louder.

			CUT TO: 

INT. CONTROL ROOM

With nervous anticipation Tofu watches as Quasi drums his fingers and rolls his eyes impatiently while he waits on the phone.

			CUT TO: 

INT. LONG CORRIDOR

Steed and Emma pause and try a couple more side doors, glance at one another with a visual shrug, then continue. The SOUNDS are growing louder still.

			CUT TO: 

INT. CONTROL ROOM

Suddenly Quasi sits up straighter and grows excited.

		QUASI
	Thank you, Professor,
	you are a man ahead of
	your time--no pun
	intended, of course.

Quasi hands the phone back to Tofu, who clambers across to hang it up. Quasi now appears excited in a more positive way, and stares off with a gleam in his eye.

		QUASI
	I can't believe how
	simple it is.

Quasi struggles to climb out of his chair, which isn't near the panel opening.

		QUASI
	Tofu--Tofu--help me...

Tofu does his best to help Quasi out into the open, where they face one another.

		QUASI
	I'm leaving ahead of
	schedule. Now remember:
	when I get back, assuming
	all goes as planned, I
	won't be my old self.
	But I may not be alone.
	If anyone else comes
	through the door, do not
	let them see the light of
	day. You got that?

		TOFU
		(nodding
		excessively)
	Got it, boss.

		QUASI
		(pointing
		emphatically)
	Remember, Tofu: No one else
	at all.

			CUT TO: 

INT. LONG CORRIDOR

Steed and Emma press onward. A little further, Emma starts looking a little dizzy, eyes half-closed head tipping; she slows down and steadies herself with a hand on the wall. Steed notices and reaches to assist when suddenly he, too, seems to be getting woozy, and uses his umbrella to steady himself. They glance at one another with concerned looks. Suddenly A DARK, GHOSTLY FIGURE, vague and indistinct, seems to dart between Steed and Emma, visible only for an instant. Blinking, Emma and Steed aren't sure of what they'd seen. They shake off the dizzy spell and press onward.

			DISSOLVE TO: 

Steed and Emma reach the door at the other end of the corridor and come to a stop. The HUMMING is diminished, but now there is a new sound apparently coming from beyond the door: a LOW RUMBLING DIN. They glance at the BLINKING GREEN LIGHT, then at one another.

		STEED
	I sincerely hope this one
	isn't locked, too.

Emma glances over her shoulder at the opposite end.

		EMMA
	It certainly would have
	been a waste of time.

		STEED
	Shall I?

Emma gestures at the door, and Steed reaches for the handle. He swings the door open and--

A ROAR OF HORRIBLE NOISE BURSTS INTO THE AIR.
Through the door is glimpsed a wall of PEOPLE rushing past, with a line of cars behind them. And daylight streams in!

Steed slams the door shut, slaps his back against it and, eyes widened, takes a deep breath.

		STEED
	What was that? Dante’s Inferno?

		EMMA
		(shrugging)
	If so, which circle?

		STEED
		(frowning
		quizzically)
	It was night-time when
	we arrived, wasn't it?

		EMMA
		(nodding)
	I do seem to recall we'd
	just eat dinner.

		STEED
		(pause,
		distant grin)
	And a delightful one at
	that...

		EMMA
	The crevettes à la bière
	were exceptional...

		STEED
	Not to mention the company...--

Steed suddenly stops, and they blink at one another, forcing themselves into the present. Steed looks down at the door handle and tentatively reaches for it.

Steed slowly swings it open. The NOISE and LIGHT BURST IN once again, more gradually this time, and they stand side-by-side staring out at an incredibly noisy, crowded, smog-laden modern-day (circa 2000) London side street. Looking at one another, they both take a step toward the door, stop at the threshold, and lean forward.

			CUT TO: 

EXT. MODERN LONDON SIDE STREET - DAY

Sidewalk choked with PEDESTRIANS. Street crammed with cars. Factory wall covered with graffiti. And NOISE! CAR MOTORS AND HORNS, PEOPLE, NEARBY POLICE SIRENS, ETC., all exaggerated to the level of an uncomfortable roar.

Steed and Emma finally step through and stand just beyond the door. The door swings shut behind them, bearing a small sign,

	"POSITIVELY NO ENTRY"

They do not notice the door close as they take in their surroundings, mind-boggled.

Emma studies the PEDESTRIANS rushing past. A WOMAN in a crisp business suit spots Emma in her sexy catsuit and slows, staring her up and down. Hands on hips, Emma stares back defiantly.

C.U. OF STEED spotting something that makes him smile.

TIGHT ON A PAIR OF SHAPELY LEGS of a YOUNG WOMAN in a skin-tight patent PVC miniskirt.

C.U. OF STEED as his eyes move upwards, his hand reaching automatically for his bowler, about to tip it. Then he suddenly halts and frowns.

TILT UP TO YOUNG WOMAN'S outrageously punked-out hair, make-up and multiple facial and body piercings. Her BOYFRIEND is nearly identical in appearance. They both sneer unpleasantly at Steed.

Looking rather lost, Steed and Emma exchange frowns. Steed gestures up the street with his brolly, and they begin walking.

			CUT TO: 

EXT. STREET CORNER - DAY

Corner of main and side streets. Busier and noisier.

Steed approaches a modern newspaper machine and regards it as if it was something from outer space. He jiggles the handle on the top, gives it a futile rap with his brolly handle, then--as if the gesture was mildly embarrassing--he crouches down for a look at the paper in the door. His eyes pop.

C.U. OF NEWSPAPER showing part of the banner. The date reads:

	"TUESDAY, AUGUST 21, 2003"

Steed very slowly straightens and turns to Emma. She sees his vacant stare and becomes visibly worried, asking "What's wrong?" with a look.

		STEED
	According to that newspaper,
	this is the year two thousand
	and three!

		EMMA
		(exclaiming)
	Two thousand and-- wh--
	Thirty-five years...!--

		STEED
	Thirty-five years since our
	last meal. And I’m not the
	slightest bit hungry.

Buffeted by PEDESTRIANS, they look around the busy street, appearing quite lost.

		EMMA
	That corridor, in the
	factory... it must have
	been some sort of... time
	machine. We should go
	back there. Maybe there's
	a way back--

		STEED
	No. This must be where Quasi
	is headed... the future...
	I'm certain of it. We need
	to wait for him... find out
	what he intends to do...

Emma looks a bit distraught by the hoards of people.

		EMMA
	We can’t stay here.

Steed thinks for a moment.

		STEED
	My flat.

Steed and Emma press through the crowds to reach the street, and he looks for a taxi. He attempts to hail one in his classic gentlemanly style, but other, pushier PEOPLE always get them first. Observing their behavior, Steed finally brings himself to become more aggressive, and steps out to get one. A modern taxi screams up and stops in front of Steed, who hesitates, looking at the thing questioningly. The YOUNG CABBIE leans over to the open window.

		CABBIE
		(yelling)
	You gettin' in or not?

Grabbing Emma, Steed flings the door open and they jump in.

			CUT TO: 

INT. MODERN TAXI - DAY

With Steed and Emma barely in the cab--

		CABBIE'S VOICE
		(snapping)
	Where to?

		STEED
		(unsettled)
	Er-- Stable Mews, please.

Without a word from the cabbie, the cab lurches out into traffic, throwing Steed and Emma about in the back seat.

			CUT TO: 

EXT. SIDE STREET - DAY

C.U. OF STREET SIGN:

	"STABLE MEWS"

The modern taxi turns onto the street, which is filled with parked cars and PEDESTRIANS.

Steed and Emma climb out. Steed bends down to speak with the driver.

		STEED
	How much do I owe you?

		CABBIE
	Two and a 'alf Euros.

C.U. OF STEED, his brow furrowing, and blurts, caught slightly off guard--

		STEED
	Two and a half what?

		DRIVER
	Euros. You know--cash.

		STEED
		(flustered)
	I do beg your pardon, but
	I honestly don't know what
	you're talking about--

		CABBIE
		(getting
		peeved)
	Aw, no--

Steed produces a wad of "old" money from his jacket.

		STEED
	I am prepared to recompense
	you quite handsomely for
	your troubles--

The cabbie spots the "old" money and snarls.

		CABBIE
	Aw, bloody hell--forget it--
	get lost, ya bleedin' git!

The taxi's tires squeal and it pulls away, forcing Steed to leap backwards.

Emma steps closer to Steed as he steps back, and they watch the taxi speed off, with Steed trying in vain to compose himself.

		STEED
		(royally
		steamed)
	Of all the ungracious,
	insolent--

Emma gently places her hand on his chest in a gesture to help calm him.

		EMMA
	Steed, calm down. Getting
	upset now isn't going to
	help.

Steed thanks her with a look. They turn to look up at his flat from the street, then head for the building.

			CUT TO: 

INT. APARTMENT BUILDING HALLWAY - DAY

Steed and Emma arrive at the door to his flat. He spots the doorbell button and leans forward slightly.

X.C.U. OF DOORBELL BUTTON, which has a small label over it:

	"J. STEED JR."

Steed straightens and looks at Emma, his face a jumble of emotions. Frowning, she stoops slightly to check the label, then flashes him a look that conveys endless volumes...

Steed stands motionless for a while, and then,

		EMMA
	Well?

Steed continues to wrestle with his emotions some more until he finally works up the nerve, and presses the button.
A MUFFLED BUZZER sounds. There is a long, tense wait.

The door finally opens. J. STEED JR. stands before them, a handsome fellow in his early thirties, who may or may not resemble Steed. He is greeted by two speechless people.

Beyond Steed Jr. is Steed's flat, now totally redecorated in a bland, modern style, and in disarray. After a moment--

		STEED JR.
	Yeah?

Steed is blinking. Emma is studying everything--with the faintest of wry grins.

		STEED JR.
	Can I help you?

Emma elbows Steed.

		STEED
		(stammering)
	Oh, I'm sorry--you are
	John Steed? --Junior?

Steed Jr. points with a hint of impudence at the doorbell button.

		STEED JR.
	Says so right there.

		STEED
	Er, how... how long have
	you been living here?

		STEED JR.
	What is this, some kind
	of survey?

Steed Jr. then starts studying Steed's face intently. Emma quickly picks up the slack.

		EMMA
	Yes, we're from the
	Ministry of Housing,
	and we're studying the
	turnover rates in area
	apartments.

Steed Jr. breaks away from his study of Steed, looks cat-suited Emma up and down, and smiles in amused disbelief.

		STEED JR.
	Yeah, right.

He resumes studying Steed, thinking out loud.

		STEED JR.
	You look really familiar...
	Where have I seen you
	before?

		STEED
		(flustered)
	Er, we must have the wrong
	address--so sorry to have
	troubled you--

Steed tips his hat, grabs Emma's hand and hurries away, leaving a very perplexed Steed Jr. watching them go.

			CUT TO: 

EXT. SIDEWALK - DAY

Steed and Emma walk swiftly up Stable Mews. Emma has a devilish look on her face as she impishly badgers Steed.

		EMMA
	The man who fearlessly
	faces the most fiendish
	of diabolical masterminds
	cannot bring himself to--

Steed stops dead and cuts her off with a stern look.

		STEED
	Mrs. Peel. This is hardly
	the time for this discussion.

Suppressing an evil grin, she nods in agreement.

		EMMA
	All right... Where to now?

Steed looks her in the eye with a growing, slightly devilish grin of his own.

		STEED
	I think it's your turn.

Emma's grin fades, realizing what's next.

		EMMA
	I’d rather not-- 

		STEED
	Oh, come now, my dear--
	sauce for the goose and all
	that--

Frowning in defeat, she looks up and down the busy cross-street, then looks back at Steed, turning a bit flinty.

		EMMA
	Are you sure you want to
	endure another taxi ride?

Steed looks up and down the street, then, spotting something, cracks a faint grin.

		STEED
	Perhaps it's just a matter
	of natural selection.

Steed moves to the street, brolly raised.

Amidst the traffic, an "antique" taxi approaches. It stops in front of Steed.

Steed smiles with satisfaction at Mrs. Peel, opens the door for her, and they climb in.

			CUT TO: 

INT. OLD TAXI - DAY

Steed seems much more comfortable in these surroundings.

		STEED
	Ah... feel better already.

The TAXI DRIVER'S head swings into FRAME in the F.G. He is a very pleasant older fellow--the same one, in fact, as in the 60s sequence, now aged 35 years--although Steed and Emma do not recognize him.

		DRIVER
	Where to, Guv?

Steed looks at Emma expectantly. Emma sighs.

		EMMA
	Primrose Hill.

		DRIVER
	Very good, miss.

Steed appears to have noticed something familiar about something, but is distracted by the traffic as the cab slowly gets under way amidst a flurry of HONKING.

			CUT TO: 

EXT. RESIDENTIAL STREET - DAY

The taxi turns off of a very busy street and onto a slightly less busy street. It pulls to a stop in front of an older "modern" high-rise.

Steed and Emma step out. Steed ducks down to speak to the driver through the window.

		STEED
	Don't mind waiting, do you?

		DRIVER
	Not at all. Take your time.

Steed tips his hat in thanks, and the driver gives him a friendly little wave. Steed turns, and--

Steed hesitates--something is nagging at him. Emma looks at him, and he shakes it off and proceeds.

The driver also registers a similar expression, then, shaking his head, reaches for a magazine:

	"TECHNOLOGY NEWS"

			CUT TO: 

APARTMENT BUILDING HALLWAY - DAY

X.C.U. OF DOORBELL BUTTON, which has a label over it:

	"PETER AND EMMA PEEL"

Steed and Emma stop and both look at the doorbell button. Then they look at one another.

Emma’s face is contorted to an unreadable expression. She is barely able to find her voice.

		EMMA
	Peter... My husband...
	Alive...?

Nearly trembling, she looks away to some distant point. After glancing at Steed again, she swallows hard and turns slowly to the door.

X.C.U. OF EMMA'S HAND, index finger pointing, as it slowly, nervously nears the button. When it is practically touching it, Steed's hand enters the FRAME in a flash, grabs hers, and snatches it away.

Emma whirls back to Steed with another complex expression, mostly that of questioning.

Steed regards her with immense compassion.

		STEED
	As one who speaks from
	experience, you may not
	want to know what awaits
	you beyond that door.
	Don't forget, we don't
	belong here in this time.
	There's no knowing what's
	really supposed to have
	happened in the last
	thirty-five years.

Emma is very near tears of gratitude.

Steed smiles back his "you're welcome." Then he offers her his arm, which she takes, and they depart.

			CUT TO: 

EXT. RESIDENTIAL STREET - DAY

Steed and Emma are returning to the taxi, and seeing the driver, they stop and share a look. Steed clears his throat, and the driver lowers the magazine, offering them a sheepish grin.

		DRIVER
	Sorry, Guv--

		STEED
	That's quite all right.
	Tell me, do you happen to
	recall taking a man and
	a woman, rather like us,
	'round the industrial
	districts some years back?

The driver looks at them alternately, squinting, then
his eyes go wide, and he scratches at his grizzled chin.

		DRIVER
	Naw... can't be...
	That was... I can't recall
	'ow long ago... and you...
	Why, you 'aven't aged a day--

Steed and Emma grin knowingly at one another.

		EMMA
	Vitamins...

		STEED
		(eyes lit)
	And a modicum of leisurely
	exercise...

		EMMA
	They do work wonders.

They climb back in the taxi.

			CUT TO: 

INT. OLD TAXI - DAY

Steed and Emma settle in, and the driver is still gaping at them. Steed smiles back.

		STEED
	We've, ah, been out of
	the country for quite
	some time, and we've only
	just returned. What can
	you tell us about the
	Euro?

		DRIVER
	Well, you 'ave been away
	'aven't you?--not to know
	about the Euro. Were 'ave
	you been, anyhow?

Steed is unsure how to answer, and Emma cuts in before his thoughts coalesce.

		EMMA
	One might say it was a
	place out of time.

Steed rouses himself from his brief reverie.

		STEED
	Quite... er, you were saying
	about the Euro...?

		DRIVER
	Well--nobody wanted it.
	We were quite 'appy with
	our own money, thank
	you very much. Goin'
	decimal was bad enough.
	Then the muckety-mucks
	go and force the bleedin'
	Euro on us, just
	'cause 'alf of Europe
	switched to a new common
	currency. That really
	buggered everything--
	oh, beg pardon, miss--

		EMMA
	That's all right.
		(inclining
		her head at
		Steed)
	You should hear him when
	his champagne isn't properly
	chilled.

		STEED
	Yes, well, I'm afraid all
	we have is what I suppose
	you'd call 'old money'--

		DRIVER
	No problem. I can
	take care of it. Just
	tell me where to.

		STEED
		(looking at
		Emma)
	That's a good question.

Emma's expression says, "Don't look at me!"

		STEED
	I suppose there's only one
	place left... Mother's.

			CUT TO: 

EXT. STREETSIDE BUILDING - DAY

An anonymous stone structure in the heart of London has an old-style phone booth set against the wall. SOME PEDESTRIANS pass back and forth. The antique taxi pulls into FRAME. Steed exits and, casually looking up and down the street, enters the phone booth. He lifts the receiver and dials a number, then appears to wait. After a moment, he glances around the phone booth. Then he reaches up and feels along the edges of the booth facing the building, pressing on certain areas. A PEDESTRIAN notices this strange behavior and stares. Steed hangs up, exits the booth, and glances up and down the street. Frustrated, he returns to the taxi.

			CUT TO: 

EXT. STREETSIDE BUILDING - DAY

The side of another part of a structure in the heart of London has an access door marked "NO ENTRY" is set into the wall, and an old-style postbox stands near the curb. SOME PEDESTRIANS pass back and forth. The antique taxi pulls into FRAME. Steed exits and, looking up and down the street, casually leans against the postbox for a moment. Then he takes his brolly and raps it in a specific pattern with the handle. Then he saunters back to the door and tries the knob. No luck. He returns to the postbox and raps it again, harder. SOME PEDESTRIANS give him strange looks. He tries the door again with no luck, and finally returns to the taxi.

			CUT TO: 

EXT. STREETSIDE BUILDING - DAY

Another structure in the heart of London appears to have been patched with new stonework as though there was once a door there. SOME PEDESTRIANS pass back and forth. The antique taxi pulls into FRAME. Steed exits and, looking up and down the street, walks closer to the new stonework and stands for a moment, studying it, looking up and all around the side of the building. Defeated, he returns to the taxi.

			CUT TO: 

INT. OLD TAXI - DAY

Steed climbs into the taxi, greeted by a half-smile from Emma. Steed looks at her with a mix of glaring and defeat. He exhales in frustration.

		STEED
	I'm not sure we can get in.

		EMMA
		(wryly)
	Why not try the front door?

Steed realizes this is an excellent suggestion and grins at her sheepishly in thanks and in some embarrassment for not having thought of it.

			CUT TO: 

EXT. LIBRARY ENTRANCE - DAY

The taxi pulls up to the entrance of an old, anonymous-looking library in the heart of London, double-parking in order to let Steed and Emma out. They ascend the steps and enter.

			CUT TO: 

INT. LIBRARY MAIN DESK

Steed and Emma approach an old, high information desk manned by A YOUNG WOMAN and A YOUNG MAN. Steed tips his hat to the female librarian. Emma seems somewhat amused by his automatic choice.

		STEED
	Good afternoon. I am planning
	a business trip to Kalaya,
	and I was wondering if you
	might direct me to the
	reference section on rubber-
	making.

The young woman stares at him for a moment, blinking, then turns to a computer console and hits some keys.

		YOUNG WOMAN
	Reference section is on the
	second floor. You'll find a
	computer terminal there with
	a context-sensitive help menu.

Steed observes the young woman for a moment, trying hard to cover his ignorance, glances at Emma who shrugs amusedly with her eyes, then leans a little closer to the young woman, speaking in a lower tone, with just a hint of urgency.

		STEED
	Perhaps you don't understand.
	I've just inherited a house full
	of antiques, and I'm afraid I'm
	quite out of my depth.

The young woman gapes at him. Emma impatiently steps closer.

		EMMA
	Mother sent for us.

Steed squelches a sudden look of alarm.

The young woman presents Emma with the same nonplussed stare.

The YOUNG MAN seated next to her has taken notice of the reference, subtly shifting his gaze.

X.C.U. of a red pushbutton mounted on the underside of the desk, which a hand reaches under and presses.

The young man leans toward the young woman and addresses Steed.

		YOUNG MAN
	Someone will be here to help
	you shortly, if you'll just
	just remain there for a moment.

Steed fixes his eyes on the young man and smiles pleasantly.

		STEED
	Thank you.

Steed then gives Emma a subtle look of concern, and her eyes respond with understanding. Steed eyes the door, and they casually turn in that direction.

As they approach the door, TWO UNIFORMED, ARMED SECURITY GUARDS converge in front of them. Steed and Emma stop. The Security Guard who addresses them is PURCIL, a rather bland drone of a young man.

		PURCIL
	You will come with us.

Steed and Emma turn around and are faced with TWO MORE SECURITY GUARDS behind them.

Steed and Emma share a look.

		STEED
	Whatever happened to 'please'?

			CUT TO: 

INT. SECURITY HOLDING CELL

The barred door slams shut on Steed and Emma, and the guards mechanically walk off in silence. Steed and Emma step up to the bars, place their hands around them, and forlornly gaze side to side.

			CUT TO: 

INT. MINISTRY COMMAND CENTER

PURCIL enters the Ministry Command Center, which has the feel of a cross between a TV studio and a spacecraft mission control facility. Monitors and communications panels laid out in a broad, sweeping curve. Thick, black pile carpeting line the floor and walls. SEVERAL MEN with headsets are seated at various panels. Most of all it is DEAD QUIET, with the barest hint of an occasional, MUTED COMPUTER BLEEP.

Purcil approaches a uniformed FIGURE standing, hands behind his back, surveying the room. The strapping, block-jawed, steely-eyed man is N, Head of Ministry Intelligence. He does not turn to look at Purcil approaching, but is keenly aware of his presence. Purcil salutes him, and speaks in a very hushed tone, nearly a whisper.

		PURCIL
	Sir. We are holding two
	persons in detention. They
	claim to be John Steed and
	Emma Peel... of the Ministry.

The term 'Ministry' barely catches N's attention, but he does not respond.

		PURCIL
	I've checked the files,
	and we do have them on
	record--listed as active
	over thirty years ago.

N continues his slow, side-to-side scan of the room.

		N
		(low and flat)
	A prank.

		PURCIL
	Sir, we've checked their
	prints... they match.

N raises an eyebrow, but little else. After a moment--

		N
	Run a DNA scan.

		PURCIL
		(crisply)
	Sir.

			CUT TO: 

INT. SECURITY HOLDING CELL

Steed and Emma are sitting on a slab seat at the back of the cell. Their eyes are fixed on something moving toward them. Purcil enters the frame and addresses them stiffly.

		PURCIL
	We're going to perform a
	DNA test to determine your
	true identity. I need a
	hair sample from each of
	you.

Steed and Emma stir and look at one another, then at Purcil.

		STEED
	A hair sample?

		PURCIL
	Just a strand... Er, from
	your heads.

Steed and Emma shrug at one another, then stand and approach the door. Steed removes his bowler. Emma sighs, twirls a strand of hair with her fingertip and gives it a yank. Steed has found a hair on the inside of his bowler and, tisking, carefully removes it. They hold them out to Purcil, who produces a small plastic zip-lock sample envelope, into which they drop the hairs. Purcil seals the envelope and turns.

		EMMA
		(expectantly)
	You're welcome, mister...

Purcil hesitates, uncertain.

		PURCIL
	Purcil.

Steed tips his hat, and, frowning, Purcil heads off.

			CUT TO:

EXT. BUSY STREET IN LONDON - DAY

			CUT TO: 

INT. HALLWAY IN PRIVATE MEDICAL SUITE

A door with a frosted glass panel bears lettering painted on the glass:

	"DR R P VON NEUFASSE
	PLASTIC SURGEON"

The silhouette of a FIGURE in profile is cast in a shadow on the glass. It is a slender man of average height. The VOICE OF THE DOCTOR is heard; it bears a thick German accent.

		DOCTOR'S VOICE
	Congratulations. Ze process
	hass been a complete zuccess.

The silhouette extends his hand to shake another, out of view.

		DOCTOR'S VOICE
		(continuing)
	I vish you all ze best in ze
	future ess a new man.

The silhouette bows slightly, then turns to the door. The door opens, and a SUPREMELY HANDSOME GENTLEMAN in a fine suit and carrying a bowler hat and brolly steps through. He closes the door behind him and pauses, smiling with great satisfaction.
This is the "new" Quasi Modo. His manner has changed as well as his appearance: he is less manic, more self-assured. But he still has the unpleasant, high-pitched voice he had as a cripple--rather disconcerting coming from the strikingly handsome face. He murmurs to himself, this time not wistful but confident.

		QUASI
	Oh, I can hear them now,
	the moans of all those
	gorgeous young women...

He takes a deep breath as he takes in his surroundings, then places the bowler on his head with a flourish and walks out of FRAME.

			CUT TO: 

EXT. MEDICAL SUITE

Quasi exits the building and walks to the sidewalk, swinging his brolly jauntily. When he reaches the sidewalk, he pauses and raises his arm to look at his watch.

X.C.U. of digital watch, just like the one Mother gave to Steed and Emma.

He proceeds down the sidewalk, swinging his brolly gaily and whistling.

			CUT TO: 

EXT. NEWS STAND

Quasi is seen at the newsstand reading a copy of:

	"WORLD FINANCE"

After a moment, he folds the paper, tucks it under his arm, and, wearing a confident grin, tips his hat at an attractive PASSERBY before moving to the curb and hailing a taxi.

FX: The taxi moves into the traffic. Gradually the motion of the street is speeded up to a frenzied pace, the DIN grows louder, and the sun plummets toward the horizon.

			CUT TO: 

INT. MINISTRY COMMAND CENTER

N maintains his vigilant survey of the room. Dead silence as Purcil approaches N with a perplexed look.

		PURCIL
	Sir. The DNA scans are
	positive.

N slowly turns and eyes Purcil, whose voice gradually rises as he speaks.

		PURCIL
	Sir, it can't be them--
	they should be in their
	seventies by now,
	but these two--

N's mildly enraged glare freezes Purcil.

		N
		(low)
	You will keep your voice
	down.

Purcil nods nervously, continuing in a strained whisper.

		PURCIL
	--these two are still
	young, about the age they
	were when they apparently
	disappeared...

N turns away slowly, cogitating.

		PURCIL
		(tentatively)
	Should I fetch Great
	Grandmother?

N rolls his eyes at the suggestion and ponders it. Then, exhaling, he nods grudgingly.

		N
	Oh, very well.

			CUT TO: 

INT. SECURITY HOLDING CELL

Steed and Emma are leaning against one another and dozing off. Purcil enters the frame and, pausing, clears his throat.
Steed and Emma regard him casually.

		STEED
	Back for more samples, are
	we?

They slowly sit up straight.

		STEED
		(continuing)
	What's it to be this time,
	some of our--

		PURCIL
		(cutting him
		off)
	I've come to make a
	positive identification.

		EMMA
	How positive do you
	need to be?--

Just then Steed notices a growing SQUEAKING sound, the same one that Mother's wheelchair makes, and Steed slowly stands.

		STEED
	I know that sound...

A wheelchair rolls into FRAME.

		STEED
		(incredulous)
	Mother...?

MOTHER is greatly aged, in his upper 80s. His HELPMATE, a tall, very shapely, total knockout of a young woman, turns the wheelchair to face Steed and Emma, who move to the door, all wide-eyed.

Mother regards Steed and Emma for a long moment, then buries his deep emotional welling under a grumble.

		MOTHER
	Actually, it's Great
	Grandmother, now--retired.
	Last of the line, you might
	say. Ministry dropped the
	whole Mother-Father scheme
	years ago. 'Too silly,'
	they said. Now it's letters
	of the alphabet. I ask you...

He lets his emotional guard down just a bit, hinting at a moist-eyed smile. He draws a breath.

		MOTHER
	It's good to see you two
	again.
		(pause,
		lightening)
	I suppose you could do
	with a decent meal.

		STEED
	We’re one hour away from
	malnourishment.

			DISSOLVE TO: 

INT. MINISTRY CONFERENCE ROOM

The slick, modern room is done in dark tones, navy and black; one wall is glass, through which part of the Command Center is visible. Steed, Emma, N and Mother are gathering around a large conference table. Seated, N is eyeing Steed and Emma suspiciously as Steed helps Emma with her chair, and then takes his seat. Mother's helpmate makes her exit, and Emma catches Steed ogling her as she goes.

		N
	So... Alien abduction?

		STEED
	Something much more down
	to earth.

		EMMA
	A time machine.

		N
	Time machine...

		STEED
	Built by one Quasi T. Modo.

Mother's eyes fling wide.

		MOTHER
	Quasi Modo? Now, there's
	a name I haven't heard
	since... well, since you
	two disappeared. He simply
	dropped out of sight...
	just the way you did.

		STEED
	We suspect he's here,
	in the future, preparing
	to make a bid for world
	control, no doubt...

N snorts, betraying his disbelief and impatience.

		STEED
	I should take that threat
	very seriously. He has
	an extremely potent
	weapon at his disposal.

		EMMA
	The time machine is very
	real. Our presence here
	is proof... isn't it.

		STEED
	And he can use it to
	manipulate the world
	economy in ways we can't
	imagine.

		MOTHER
		(to N)
	He's right. And under the
	circumstances, I recommend
	we immediately adopt top-
	top-hush protocols.

		N
	You're not serious...
	Wha--You're not in command,
	here.

		STEED
	Perhaps he should be...

N glares sharply at Steed, who gestures between himself and Emma and Mother.

		STEED
	Nothing personal, mind you.
	But the three of us are the
	only ones who know Quasi,
	the only ones from his time.

N fumes for a moment, glancing between the three of them as they all stare back at him.

			CUT TO: 

EXT. CITY STREET - DAY

A plain, late-model car approaches CAMERA. Purcil is driving; Steed is beside him, and Emma is in the back seat. Steed is pointing as the car turns and approaches a police line surrounding the old factory building. The car parks; the three get out and approach an OFFICER standing nearby. The four confer for a moment, then the three cross the line and head for an alley behind the factory.

			CUT TO: 

EXT. ALLEYWAY - DAY

Steed, Emma and Purcil move up alley. They reach a door guarded by another OFFICER. They acknowledge one another, then enter.

			CUT TO: 

INT. FACTORY

An equipment room filled with once shiny new stuff is now dusty and cobwebby. In the B.G., Steed and Emma are picking through the jumble, with Steed occasionally poking at things with his brolly. They split up.

			CUT TO: 

INT. CONTROL ROOM

Steed finds the control room and makes faces at the bizarre rotating chair contraption. Then something catches his eye, and he climbs across the chair contraption to unearth a book from the debris: The user's manual. He blows off the thick dust.

Steed looks at the cover, then begins leafing through it casually, a smile of satisfaction creeping across his face.

		STEED
		(calling)
	Mrs. Peel. In here.

After a moment, SHUFFLING is heard in the background.

		EMMA'S VOICE
	There you are.

Emma appears behind Steed. She rests her chin on his shoulder and peers at the book as he fans the pages.

		EMMA
	What's that?

Steed closes the book and shows her the cover.
Her eyes light up; she moves beside him and takes the book.

		EMMA
		(reading)
	Professor A.A. Anachron...

They beam at one another.

			CUT TO: 

EXT. TALL BUILDING ROOF

The modern building roof has air conditioners and ductwork as well as cell phone antennae and other modern flotsam. It is breezy, and the LOW ROAR OF JET PLANES from a nearby airport runs almost continuously.

N, who is most unhappy, is arguing with Mother in the F.G. as Steed and Emma approach from the B.G. Their voices are raised over the DIN of the planes.

		N
	When I put you in charge
	of this mission, I wasn't
	giving you permission to
	resurrect a bunch of obso-
	lete security protocols...

		MOTHER
	This mission is too
	important to take security
	risks.

Just then a JET passes close overhead, and the two must now yell to be heard over the ROAR.

		N
	Meeting in my office
	is not a security risk!--

		MOTHER
	Sorry, you'll have to
	speak up!--

N is about to burst a vessel when he notices Steed and Emma standing beside Mother. Steed is taking the opportunity to enjoy another glimpse of Mother's helpmate; Emma taps him on the ankle with her foot. Mother sees N's look and swings around, his eyes lighting up.

		MOTHER
	Steed. Emma. Your report.

Steed simply hands Mother the manual. Mother begins to examine it. N reaches for it, Mother swats his hand away.

		STEED
	Quasi must have left the
	past in a big hurry. It's
	not like him to overlook
	something this obvious.

		MOTHER
	Excellent...

		STEED
	I recommend that we track
	down this Professor
	Anachron with due haste.

Mother ponders briefly then turns to N.

		MOTHER
	Steed and Mrs. Peel are
	to have full, unrestricted
	access to all Ministry
	facilities...

		N
	Now, wait just a minute...

		MOTHER
	Furthermore, they are
	to receive a car, lodging,
	identification, and an
	expense account...

Another plane ROARS past, not as close. N cringes, howling--

		N
	I can't even think
	straight out here!--

Mother shoves the manual into N's hands.

		MOTHER
		(continuing,
		forcefully)
	...immediately.

N glares at Mother for a moment, then storms off, throwing Steed a harsh glance as he goes. Steed simply smiles pleasantly and tips his bowler.

		STEED
	I don't think N likes you,
	Mother.

		MOTHER
	N doesn't like anybody.

			CUT TO: 

EXT. CITY STREET - DAY

At the intersection near the factory, the "new" Quasi, impeccably dressed in a different suit than before, emerges from a knot of PEDESTRIANS.

He reaches the corner and calmly looks around, an air of serenity and satisfaction in his demeanor.  He turns down toward the factory.

			CUT TO: 

EXT. CITY STREET - DAY

Quasi moves down the sidewalk, closer to the factory. He slows as he sees the police lines and OFFICERS. Quasi discreetly studies the scene.

ONE OF THE OFFICERS spots Quasi and keeps half an eye on him.

Quasi notices this. He smiles, tips his bowler, turns slowly and walks away.

			CUT TO: 

EXT. COUNTRY ROAD - DAY

A late-model sub-compact car is zipping toward CAMERA on a wooded lane. There is a lot of traffic on the road.

			CUT TO: 

INT. COMPACT CAR - DAY

Steed just barely fits behind the wheel. Studying a scrap of paper, Emma looks up and around.

		STEED
	Can't say as I'm thrilled
	with the cars of the new
	millenium.

		EMMA
	No style at all.

		STEED
	Not to mention--

Emma interrupts him and points.

		EMMA
	Turn here--

		STEED
		(looking and
		turning)
	Ah... not to mention--

Car turns onto another very busy road.

		STEED
		(continuing)
	--there's entirely too
	many of them.

			CUT TO: 

EXT. MANSION PROPERTY - DAY

The car heads up a long driveway toward a fairly substantial residence. Late afternoon sun rakes long shadows across the lawn. Steed and Emma pull up to the door and emerge. Steed has trouble extracting himself from the cramped car.

		STEED
		(grunting)
	Hard to imagine they could
	get any smaller...

Emma pops out of her side and stands to face Steed.

		STEED
	Although you should feel
	somewhat at home, given
	the proportions of your
	Elan.

		EMMA
	At least it's not the H.M.S.
	Bentley--

Steed glosses right over Emma's dig as they saunter toward the mansion entrance...

		STEED
	Do you recall that picnic
	in Surrey--

		EMMA
	--when we got caught in
	the thunderstorm--

		STEED
	Had it not been for the
	ample space in the
	Bentley--

		EMMA
	Steed, right now I'd give
	my eye teeth to be back
	there, Bentley, thunderstorm
	and all...

Steed becomes distant momentarily...

		STEED
	So would I, my dear.

He catches himself in another very pleasant reverie and inclines his head at the mansion.

		STEED
	Let’s see if the good
	Professor can hasten
	our return.

They approach an ornate door. Steed gestures for Emma to use the bell pull. After a moment the door opens and CHARLES, an old servant, greets them. Jowly and generously proportioned, Charles looks upon them as unwelcome intruders, but makes an effort to be polite. He wheezes acutely with each breath.

		CHARLES
	Yes.

		STEED
		(pleasantly)
	Good afternoon, we'd
	like to see Professor
	Anachron. We do have
	the right address?

		CHARLES
	The Professor sees no one.

		STEED
	I am sorry, but I must
	insist. This is of vital
	importance.

		CHARLES
	Quite impossible.

Charles begins to close the door.

		EMMA
	It concerns a gentleman by
	the name of Quasi Modo.

Charles freezes and eyes them nervously, with a look of
recognition at the name.

		STEED
	I see you're familiar
	with the name. Tell the
	Professor. I'm sure
	he'll want to see us.

Charles observes them a moment more, then slowly opens the door and silently admits them with a clipped flourish.

			CUT TO: 

INT. LARGE HOUSE - DAY

The sitting room is old world. Opulent. Steed fits right in.
Charles passes between him and Emma, then pauses, eyeing them.

		CHARLES
	If you will remain here,
	please, the Professor will
	be with you in just a few
	moments.

		STEED
	Thank you.

Charles moves into the next room. While Steed soaks up the atmosphere--and sniffs around a little--Emma watches Charles. She moves to the entrance to the next room.

In the atrium is a high-backed chair facing a large window that overlooks a garden. Charles disappears to the corner of the room and then moves toward the chair, carrying an easel in one hand and a small chalkboard in the other. He sets up the easel and chalkboard directly between the chair and the window, then removes a piece of chalk from his vest and starts writing.

Emma watches with curiosity.

		EMMA
		(whispering)
	Steed.

Steed quickly joins her and they both squint at the chalkboard.

TIGHT ON CHALKBOARD. The message says, in large letters:

	"Visitors to see you--
	URGENT"

Charles puts the chalk away, at which point Steed and Emma quickly assume casual poses elsewhere in the sitting room. Charles toddles through the room, slowing, eyeing them alternately as he passes.

Once he is out of sight, Steed and Emma slip back to the door and observe. In the atrium sits the high-backed chair and the chalk board. There is no movement. Whilst Steed continues to watch with a look of curious puzzlement, Emma checks back over her shoulder for any sign of Charles.

Then, the back of a HEAD slowly rises up above the back of the chair. Steed makes a low "tssst" sound to Emma, and they disappear from the doorway.

FX: PROFESSOR ANACHRON arrives at the sitting room doorway and stops. He is a tall, gaunt man in his eighties, with large, sad eyes. He is also somewhat indistinct: he appears fuzzy, out of focus, while his surroundings are razor sharp; his slightest movements exaggerate this effect. He also does not appear to be looking at anything in particular, but instead is glancing around in jerks.

Steed and Emma see him and move toward him. Very soon they both start blinking, rubbing their eyes and squinting.

		STEED
	Professor Anachron...?

		EMMA
	Professor A.A. Anachron?

The fuzzy Professor appears to be looking right through Steed and Emma. Steed and Emma continue having trouble focusing at the Professor, and briefly share a look.

		STEED
	Er, we understand you may
	know a Mister Quasi Modo.

The Professor does not answer, but continues to glance around the room. Steed and Emma move a little closer to the Professor. After a moment--

		EMMA
	We believe that he is on
	his way here, to London.

		STEED
	In fact, he may have already
	arrived, so it is vital
	that we...

FX: Steed trails off, and he and Emma look at one another. Then Steed moves closer and raises his hand toward the Professor. Steed's sharp hand is seen directly in front of the Professor's blurred face, and Steed snaps his fingers a couple of times.

		STEED
	Professor?

There is no reaction. Steed steps back away from the Professor and looks at Emma with an expression of mounting defeat. With a parting look toward the Professor, they turn and head for the door. Suddenly the Professor begins to jabber. His voice is very slightly phased, hollow-sounding.

		PROFESSOR'S VOICE
	Yes... Yes... Er, no...
		(pause)
	No, I don't, I--

Steed and Emma stop in their tracks and turn around.

The Professor’s mouth appears slightly out of sync with his voice, and his eyes are focused on the spot Steed and Emma had occupied earlier. He becomes increasingly agitated, and starts backing away, jerking his head back in the midst of speaking.

		PROFESSOR
	What? No. Oh, no.

Steed and Emma are about to move closer, when Charles bounds into the room with a look of alarm.

		PROFESSOR
	No--not here. Not now!
	I--stop that!--Don't do
	do that—no, stop, please!
	Charles! Charles!
	See these people out at
	once! You know I can’t
	see them!--

		CHARLES
		(firmly)
	I'm afraid I must insist
	that you leave, now. As
	you see, he is quite,
	quite mad.

Steed and Emma look at Charles, then at the Professor, who is leaving the room in a minor rush, extending the blur of his body considerably.

Just then the POP OF A CHAMPAGNE BOTTLE is heard.

			CUT TO: 

INT. MODERN HOTEL ROOM - NIGHT

It is an ordinary, modern city hotel room. Curtained window. Sofa, end table, bed. Bland colors. STREET NOISES are conspicuous.

No jacket, his shirt collar loose, his tie partly undone, Steed is pouring champagne into plain drinking glasses. He hands one to Emma and joins her on the sofa. They CLUNK their glasses and raise them.

		STEED
	To failure.

		EMMA
	I see my optimism is
	catching.

They take a sip and make faces at the dreadful wine.

		STEED
	Sorry for the accommodations.

		EMMA
		(glancing
		around)
	My room is no better. In fact,
	I had a bigger bed in boarding
	school.

		STEED
	Better food, too, I'll wager.
	That meal we just had was
	simply ghastly.

		EMMA
	Just what is 'fast food'?

		STEED
	A contradiction in terms. And
	as for this wine...!

		EMMA
	Think of it as spiritual
	discipline.

		STEED
	More like mortification
	of the flesh.

Steed leans toward a compact stereo unit sitting on a small shelf beside him.

		STEED
	And did you know that this--

He throws a switch and POUNDING, SCREAMING TECHNORAP MUSIC BLARES OUT for about one and a half seconds. Emma winces, and he throws the switch again.

		STEED
	--is what is referred to
	as 'music'?

		EMMA
		(sighs)
	The barbarians have taken
	over the world.

They both sit back and force themselves to drink more. Steed stares into space with a thoroughly lost look.

		STEED
	What a dreadful thought...
	being stuck here in this
	era... out of place in
	time, as it were...

		EMMA
	You’ve always been out of
	step with time, Steed.

		STEED
	Well, you should feel right
	at home, here--always the
	modernist--

Emma admires Steed with thoughtful eyes.

		EMMA
	Still, there is something
	to be said for the past--
	gentlemen of wit, charm
	and manners, for instance--

Steed smiles in appreciation.

		STEED
	We are a discontinued line,
	Mrs. Peel.

Steed absent-mindedly pulls the watch from his shirt pocket and gazes at it. He chuckles mirthlessly--

		STEED
	Mother tells me one can
	purchase these from street
	corner vendors for about
	five Euros.

		EMMA
	What's that in pounds
	sterling?

He hands Emma the watch.

		STEED
	I haven't the faintest idea,
	but I get the general
	impression it's a pittance.

Steed leans back, forces himself to swallow more wine, and loses himself in distant thought. Emma begins playing with the watch, and it emits a faint TWEET, TWEET as she tickles the buttons.

		STEED
		(to himself)
	Can't imagine what it's
	like, not having any decent
	wine to lay down...

		EMMA
		(to herself)
	You know, this little
	thing even has all of
	the world's time zones--

Emma pauses for a moment, lowering her hands into her lap as her eyes grow wide with inspiration.

		EMMA
	Steed--that's it!

		STEED
	Eh?

She leaps to her feet, grabs Steed's hand and hauls him up.

		EMMA
	Come on!

		STEED
	Mrs. Peel--

		EMMA
	We've got to go--

		STEED
		(gesturing)
	But I'm not properly
	dressed--!

She releases his hand and frowns at him. Then she steps up close to him, buttons his shirt collar, and fixes his tie. Steed admires her with loving eyes as she does so.

			CUT TO: 

EXT. MANSION ENTRANCE - NIGHT

Steed and Emma rush into FRAME and Emma yanks the bell pull several times. Steed extends his hand to stop her. After a moment a very unhappy-looking Charles answers the door and, upon seeing them, immediately begins to close the door.

TIGHT ON DOOR FRAME - Steed shoves his brolly into the jamb, wedging the door open.

Charles grunts with effort, then huffs in defeat.

		CHARLES
	Do you have any idea of
	the hour?

		STEED
	Yes, and we are dreadfully
	sorry for the inconvenience,
	but it is imperative that
	we see the Professor again.

		CHARLES
	As you saw before, it is
	quite impossible to speak
	with--

Steed removes an identification wallet from his jacket and opens it under Charles' bulbous nose. His eyes widen as he studies the identification; growing nervous, he looks up at Steed and Emma, and finally opens the door.

		STEED
		(tipping
		his hat)
	Thank you ever so much.

			CUT TO: 

INT. LIVING ROOM

Charles leads Steed and Emma through an archway into the living room: Lots of dark wood, mementos, overstuffed chairs, and a great fireplace with a fire. In front of the fireplace is the same high-backed chair as before. Charles turns around and motions for them to stop just inside the room. Still rather nervous, he addresses them in a hushed tone.

		CHARLES
	You understand, it will
	a few moments before he
	will see you.

		EMMA
	We understand perfectly.

Steed's polite smile flips to a slight frown as he
glances sideways at her.

		STEED
		(under his
		breath)
	We do...?

Emma throws him a confident smile, and he catches on, sort of.
After a bit, Charles returns with the chalk board and easel, which he sets up between the chair and the fire. He hastily writes the message,

	"Officials to see you--
	MOST URGENT"

Charles then scurries back to Steed and Emma.

		CHARLES
	Please, remain perfectly
	still. He will come to you.

Emma nods in understanding, and Charles moves off into another room, leaving Steed and Emma to stare at the back of the chair and the fireplace, with only the leaping flames of the fire to watch. The tension mounts--Steed becomes increasingly itchy.

Finally the Professor's fuzzy head rises up from the chair, with some of the firelight passing through his head. He totters into the middle of the room, stops and stares blankly in Steed and Emma's general direction.

Emma is bearing a confident look.

		EMMA
	Professor, we believe that
	you built a device called
	the Chronophaser for a man
	named Quasi Modo. It would
	be most helpful if you
	could confirm this, and
	when you did it.

The blurry professor stares blankly in the general direction of the door. Emma is waiting patiently, and Steed is frowning at her. After a moment--

		STEED
		(low)
	Mrs. Peel...
		(pause)
	There is a point to all
	this...?

Still bearing a confident look, Emma checks the digital watch, which is on her wrist.

		EMMA
		(low)
	All in good time, Steed.

Steed takes a frustrated breath, as if about to speak, when, much to his amazement--

		PROFESSOR'S VOICE
	You again! Officials, eh?

Steed looks up in a start, and Emma grins with satisfaction.

		PROFESSOR
		(continuing)
	Very well, you're quite right,
	I am Professor Anachron,
	and I built the Chronophaser
	for Mister Modo back in--
	oh, let me think--it must
	have been 1967, or was it
	68?--it was so long ago...

Emma meets Steed's wide-eyed gaze of amazement with a brilliant "told you so" smile.

			CUT TO: 

EXT. MODERN ROOFTOP - DAWN

Sunrise over London suburbs. The appealing view is sliced in two as a jet plane rises diagonally through FRAME in a ROAR. Steed, Emma, N, Mother and his helpmate are gathered together on the roof.

		MOTHER
	Where is the Professor now?

		STEED
	He's back at the factory,
	making certain his
	Chrono-whatzit contraption
	is up to snuff.

		MOTHER
	What's your plan?

		EMMA
	A team of agents, say five
	or six, will go into the
	Chronophaser and position
	themselves at ten to fifteen
	foot intervals from the exit.
	They'll be armed with air
	pistols and isotope dye tags.
	They should see Quasi as he
	passes through on the way
	to the future--that is, the
	the present. They'll tag
	him, and you'll be able to
	track him anywhere in the
	city.

		MOTHER
	Isn't he supposed to be in
	the city already?

		EMMA
	From our perspective, yes,
	we think he is. To the agents
	inside the machine, he's still
	on his way--

		STEED
		(cutting in)
	--Best not to try and figure
	it out--it's all quite
	confusing. You'll just have
	to take her word for it.

		N
	Why so many agents? Why
	not just send one man back
	to the past and eliminate the
	target?-- be done with him?

Emma hesitates a bit, looking uncomfortable.

		EMMA
	The Chronophaser only
	works one way. A person
	can move from the past into
	the future, but someone
	from the future cannot step
	back into the past. The
	Professor tried it once,
	and nearly died.

		STEED
	He's not a pretty sight.

		N
	Then our agents can't enter
	the thing to shoot him in
	the first place.

		EMMA
	It is possible to safely
	go back partway. And
	we need multiple agents
	because Quasi will be
	difficult to spot, and
	we must be certain to
	tag him successfully.

		N
	And I ask again--why not
	just shoot him?

		EMMA
	A bullet could damage the
	machine, which would kill
	anyone inside at the time.

Mother gives N a look of, "any more stupid questions?" then observes Steed and Emma thoughtfully.

		MOTHER
	Capital plan. There's
	just one thing... You said
	it only works one way.
	That means... you two are
	stuck here, in the future.

		STEED
		(more somber)
	It's not the most pleasant
	of prospects--

Steed spots N's surly look.

		STEED
	--nothing personal...
	but at least we're alive.

Mother observes them for a moment with a mix of emotions, then turns to N.

		MOTHER
	I want a support team
	on site to assist the
	Professor. And a task
	force for the tagging
	operation. They'll report
	directly to Mrs. Peel.

N is scowling at everyone in turn, particularly Emma,
then he snorts and storms off.
Mother looks up proudly at Emma.

		MOTHER
	Well done, my dear.

		STEED
	Er... what about N? He
	doesn't seem too keen on
	all of this.

		MOTHER
	Oh, he'll get over it...
	in time...

			CUT TO: 

EXT. FACTORY - DAY

At the police line around the time tunnel exit, SEVERAL OFFICERS are stationed at various locations. A line of SIX AGENTS in suits are assembled near the corner of the building, in queue at a check-point manned by an OFFICER and an AGENT.

Purcil, Steed and Emma are gathered around a small table set up near the time tunnel exit in the B.G.

Elsewhere, Quasi Modo, wearing another fine suit, has his back against the building wall, creeping toward the corner for a look at the line of agents. With a quick glance, he sees they are being admitted through the police line. He jerks back, thinks furiously, then tears his jacket off and tosses it into the weeds, followed by his bowler.

The first agent is just receiving his ID back from the officer, and is admitted. In a flash, the last man in the line is suddenly yanked back behind the building corner, and after a moment, Quasi steps into the line, wearing the agent's jacket.

Purcil is setting up a notebook computer on a table, where there is a stack of pistols and other paraphernalia. Emma is watching him with rapt attention, while Steed observes in mild bewilderment. Purcil is gesturing and explaining, but the dialog is indistinct.

The agents are approaching the table, awaiting instructions. Purcil notices their arrival. Purcil hands them their pistols and they receive a final nod from Emma. Then she opens the door and they enter, one by one.

Following the other agents, Quasi eyes Emma as he turns to enter.

Emma closes the door and returns to the table. Steed, Emma and Purcil all exchange a "good luck" glance.

		PURCIL
		(to Emma)
	How long should it take?

		EMMA
	We should see something
	in about sixty seconds.

		STEED
	That long?

Purcil turns his attention to the laptop.

			CUT TO: 

INT. TIME CORRIDOR		

The five agents and Quasi move in a tight group along the corridor. The first agent stops and they stop together.

		FIRST AGENT
	First station.

The agents begin moving again, while Quasi remains stationary. He watches the other five SHIMMER INTO NOTHINGNESS. Quasi holds the pistol at the ready and grins.

Further along the corridor, the five agents proceed, then stop.

		FIRST AGENT
	Second station.

The fifth agent takes his post as the other four SHIMMER INTO NOTHINGNESS. Looking a little unnerved, the fifth agent holds his pistol at the ready and looks around warily.

The fifth agent is all alone--no one else is visible in either direction, although he can see the exit door.

Further along the corridor, the four agents proceed.

		FIRST AGENT
	Third station.

The fourth agent watches the other three BEGIN TO SHIMMER, and the third agent looks over his shoulder.

The fourth agent, standing and watching the others move on, SHIMMERS OUT OF SIGHT.

		FIRST AGENT
	Fourth station.

The two remaining agents SHIMMER AWAY. The third agent looks a little nervous.

			CUT TO: 

EXT. FACTORY - DAY

Emma looks at her watch.

		EMMA
	Any second, now--

The laptop computer starts BEEPING. They all look at it.

C.U. OF COMPUTER DISPLAY. The screen shows a MAP OF CENTRAL LONDON. A BRIGHT COLORED CROSSHAIR FLASHES ONTO THE SCREEN near the center.

		PURCIL
	Got him. Let's see where he is.

Sound of KEYSTROKES. Map ZOOMS IN STAGES toward CROSSHAIR.

Steed, Emma and Purcil are all staring at the display. Purcil frowns.

		PURCIL
	That’s odd...

		EMMA
	What is it?

		PURCIL
	From the look of it, he’s
	still inside the factory.
	I thought you said he'd be--

Sound of multiple COMPUTER BLEEPS.

		PURCIL
	Hold on--

C.U. OF COMPUTER DISPLAY. Multiple CROSSHAIRS start POPPING onto the map in a cluster around the first.

		PURCIL
	What the hell is happening?

Steed and Emma urgently look at one another, then bolt towards the door. They throw it open and enter in a rush.

Purcil lurches toward the door, then stops and calls after them.

		PURCIL
	Where are you going?

			CUT TO: 

INT. TIME CORRIDOR		

Steed and Emma look around urgently.

Suddenly an agent shimmers into sight. He turns and fires his pistol wildly up the corridor, then stumbles toward Steed and Emma, bumping into Steed.

		STEED
	What happened?

The bleary-eyed, frightened, disoriented agent glances at him, then stumbles on for the door and exits.

Steed and Emma bolt up the corridor and DISAPPEAR INTO NOTHINGNESS.

They rush onward, passing other agents in a similar state as the first. They hear PHASE DISTORTED VOICES OF AGENTS FADING QUICKLY IN AND OUT calling in vain to one another, "Over here!" and "Behind you!" etc., and occasional POPS and ZIPS of air pistols discharging.

The scene becomes a wild jumble of agents FLICKERING IN AND OUT OF EXISTENCE, darting in random directions, shooting and shouting.

Steed tries to grab another agent.

FX: Steed's hand SLIPS THROUGH THE AGENT'S ARM.

			CUT TO: 

EXT. FACTORY - DAY

An agent emerges from the door and stumbles to the ground. Purcil runs over to him.

		PURCIL
	What's going on in there?

The disoriented agent cannot answer.

			CUT TO: 

INT. TIME CORRIDOR		

Quasi is shooting agents as they FLICKER IN AND OUT. He is enjoying himself.

He spots Steed and Emma amid the chaos.

Quasi's eyes fly open with surprise and instant insight, and he backs away, just to the threshold of visibility.

Steed and Emma are still trying to sort out the mess. Suddenly Steed slaps his neck, as if stung by a bee. Behind his back, Quasi lurches into FRAME, grabs Emma's arm, and drags her BACK INTO OBLIVION.

Steed whips around, and Emma is gone.

		STEED
	Mrs. Peel!

He looks around in growing panic.

		STEED
	Mrs. Peel! Where are you?

Quasi is swiftly hauling Emma up the corridor, glancing over his shoulder as he moves. Emma is disoriented, stumbling, sometimes dragging her feet, and Quasi yanks her along. They hear the PHASE DISTORTED VOICE OF STEED calling but QUICKLY FADING OUT.

Steed bolts up the corridor in spurts, stopping, holding his head as he grows more disoriented, calling louder.

		STEED
	Mrs. Peel!

			CUT TO: 

EXT. FACTORY - DAY

Agent after agent tumbles out of the door. The area around the door is becoming littered with collapsing agents. Purcil is desperately trying to find one that is coherent.

		PURCIL
	Did you see Steed or Mrs.
	Peel in there?

No one can answer. Purcil looks up at the door, thinking hard. Clenching his jaw, he appears as though he might enter. Hearing a moan, he looks back at the agents and notices they are passing out, one by one, with groans of pain. He turns his collar up to his mouth.

		PURCIL
	Purcil to Command. Urgent.

			CUT TO: 

INT. TIME CORRIDOR		

Steed stumbles up the corridor, growing slower, wearier and more disoriented with each step.

The empty corridor PITCHES AND TWISTS.

		STEED
	Mrs. Peel!

Barely able to continue, Steed's eyes betray immense distress at his loss, and he speaks in a barely-audible hoarse whisper.

		STEED
	Emma...

Bracing himself against the wall, he glances back and forth. After a long pause, with supreme reluctance, he starts back.

			CUT TO: 

EXT. FACTORY - DAY

The door slowly swings open, and Steed appears, clinging to the door frame.

Purcil sees him and rushes to the door.

		PURCIL
	Steed!

STEED'S POV as a TILTED, OUT-OF-FOCUS view of Purcil rushing toward CAMERA, followed closely by TWO MEDICS. Then CAMERA ROLLS TOWARD THE SKY and FADE TO BLACK.

		FADE UP TO: 

INT. TIME CORRIDOR

C.U. OF EMMA, OUT OF FOCUS, as her eyes flutter.
PULL BACK AND FOCUS as she comes around and raises her head.
She is pinned to the wall with metal straps on her wrists and ankles. She tugs at them briefly. Quite secure. She glances around, bleary-eyed. QUASI'S VOICE RINGS OUT, beginning in PHASE DISTORTION and then CLEARING...

		QUASI
	Ah, there you are, Mrs. Peel.

Emma turns and looks to one side.

Quasi SHIMMERS INTO VIEW, approaches Emma and regards her.

		QUASI
	Permit me to introduce
	myself. My name is--

		EMMA
		(cutting in,
		flatly)
	Quasi T. Modo.
	Professional madman.

		QUASI
		(chortling,
		gesturing at
		himself)
	A much improved madman.
	Not to mention a supremely
	powerful one at that.

Quasi slowly paces in a circle in front of Emma.

		QUASI
	The knowledge I now possess
	on the future of economics
	will be sufficient to bring
	the entire world to its knees...
	in time, that is.

He stops, regards Emma, then moves very close to her.

		QUASI
	I also possess something I
	honestly hadn't expected,
	but something just as
	precious... Something my
	friend John Steed once had...

Eyes flaring, Quasi's face is an inch away from Emma's.

		QUASI
	You, Mrs. Peel.

He inhales deeply, as if savoring her scent.

		QUASI
	And I shall have you...
	forever.

		EMMA
		(low growl)
	Not forever--

		QUASI
		(forceful
		whisper)
	Yes... forever.

He chortles softly. Then backs away and gestures at the corridor with outstretched arms.

		QUASI
	You see, Mrs. Peel--
	or may I call you Emma?--
	this is not simply a
	gateway through time...
	it is also a sanctuary
	from it. Oh, time still
	marches on apace
	beyond these walls--
		(pointing)
	Back there, right now it
	is 1968, our home, if you
	will. Return there, and
	you will continue to age.
		(pointing)
	And there... the future. 2003,
	and beyond. But once again,
	out there, you will grow old.
	As will I.

He moves closer to her, his eyes growing passionate, his voice acquiring a tone of evil tenderness. His features glow sickly green in the light.

		QUASI
	But here... here time is
	motionless... nullified.
	Perfectly still. So long
	as one remains here, one
	will never grow old.

He moves nearly nose-to-nose with her again.

		QUASI
	And here you shall remain,
	dear Emma. And I will return
	any time I choose, and do
	with you what I will...
	and you will remain forever
	youthful... forever beautiful...
	Forever... mine.

He savors the moment. Then he steps back and regards her with a frown.

		QUASI
	Though I do wish I could do
	something about this light.

Emma maintains her resolve.

		EMMA
	Steed will find me.

Grinning madly, he removes an air pistol from his jacket and holds it within inches of Emma's forehead. She does not flinch.

		QUASI
	Oh, I'm afraid not. You
	see, my air pistol did
	not have tagging markers
	like the others... It had
	poison. Steed's dead by now.
	Along with all the other
	agents who were with you.

He replaces the pistol in his jacket.

		QUASI
	And now if you'll excuse
	me, I have an appointment
	with destiny.

Quasi walks away and, just at the threshold of time, he stops and glances back to Emma, his BODY PARTLY DISSOLVING, his VOICE PHASE DISTORTED.

		QUASI
	I'll miss him, actually...
	in some strange way.

Quasi then turns and VANISHES.

Emma checks her emotions and whispers to herself.

		EMMA
	So will I.

			CUT TO: 

INT. COMMAND CENTER

Steed and Mother, the latter under his own power, follow N into the command center, with Mother's wheelchair SQUEAKING. Mother struggles to keep up.

		MOTHER
		(to Steed)
	--But I thought it was
	impossible to return to
	the past--

		STEED
	As I now understand it
	from the Professor--
	which is a challenge
	in itself--people from
	the future can't go
	back in time, but someone
	who came from the past
	into the future can return
	to the past--something to
	do with what he calls a
	time paradox--

		MOTHER
		(flustered)
	Steed, slow down, I
	can't follow you--

N whirls at them, glaring, and everyone comes to a stop. N struggles to keep his voice lowered.

		N
	Will you all keep your
	voices--

N halts as he spots something, looking up.

Purcil is approaching from behind the others. He steps between them and stands close to N. Everyone listens intently.

		PURCIL
	We found our sixth man,
	behind the building. He'd
	been knocked out, I.D. and
	weapon removed.

		N
	That confirms it, then.
	Target has entered the
	building as one of ours,
	probably with a hostage.

N nods to Purcil, who turns to leave. Steed stops him. Mother's VOICE can be heard indistinctly in the background arguing with N.

		STEED
		(low)
	I understand I have you
	to thank for my life.

Purcil regards him with a hint of growing admiration.

		PURCIL
	Don't mention it. You'd
	have done the same for me.

They nod their respects to one another and Purcil leaves.

		N
	I am ordering the building
	to be flooded with tear gas.
	We'll flush the target out
	with minimum risk to the
	hostage.

		STEED
	That will probably do no
	good. Quasi is very likely
	back in the past already.

		MOTHER
	With Emma--we presume.

Steed and Mother share a hopeful glance.

N's voice starts low and very gradually rises nearly to a shout.

		N
	Well I don't agree. Frankly,
	I am not at all impressed
	by the performance of the
	people who claim to know
	the target. All you've
	done is put six of my men
	needlessly at risk!

MAN AT CONTROL PANEL turns and looks in surprise.

ANOTHER MAN AT PANEL does the same, removing his headset and blinking.

Mother rolls forward slightly with a LONG SQUEAK; he glares at N and addresses him in a harsh whisper.

		MOTHER
	N! Keep your voice down!

Fuming, N looks as though he is about to shout a response when a subtle commotion starts. COMPUTER BLEEPS. VOICES - HUSHED at first, then GROWING LOUDER. N scans the control room intently.

		N
	What is it?

He approaches the control consoles, where some of the CONTROLLERS are standing and busily conferring with one another, hands waving.

Suddenly some of the larger MONITORS start to FLICKER, DISPLAYING SNOW briefly. Then a NEW IMAGE RESOLVES, that of the new Quasi Modo, in mid-speech.

In F.G. Steed and Mother both stare at the image.

		MOTHER
	Who in blue blazes is that?

		STEED
	I'll bet even money it's
	Quasi... courtesy of some
	twenty-first century
	plastic surgery.

QUASI'S ANNOYING VOICE can be heard indistinctly in the background.

		MOTHER
	Well, it certainly sounds
	like him, anyway.

One at a time, more and more monitors DISPLAY THE SAME IMAGE.

N glances from one monitor to another.

		N
	Turn that off!

		FIRST CONTROLLER
	We can't, sir.

		N
	Well, where's it coming
	from?

		SECOND CONTROLLER
	We don't know.

QUASI'S ANNOYING VOICE becomes louder and clearer.

		QUASI
	...the face of your new
	future. You're probably
	wondering where I am.
	You won't find me. I don't
	exist. But you are feeling
	my influence, everywhere my
	voice is heard. As I speak,
	the economy of the entire
	planet is falling into ruin.
	All under my control.
	I sowed the seeds of your
	destruction decades ago.
	soon I will rejoin you,
	to walk among you as your
	new master. Until then,
	enjoy the long, slow ride
	to hell.

The picture FLICKERS for a moment, then the message repeats.

		QUASI
	Greetings. You don't know
	me now, but you will, soon
	enough. I am the face of
	your new...

Steed and Mother gape at one another. N storms up to them.

		N
		(gesturing)
	This is all your fault!

		MOTHER
		(taking
		umbrage)
	Our fault?

		N
	This whole thing would
	have been settled days
	ago if it were handled
	my way!

		MOTHER
	Now, look here--

		N
		(gesturing)
	You're just relics.
	Useless relics! You are
	relieved of duty. Both
	of you. Now, get out!

As N turns away, Mother whirls his wheelchair around in a fit, and it SQUEAKS LOUDLY. N spins back to him.

		N
	And fix that goddamned
	wheelchair of yours!

N storms back to the controllers. Appearing thoroughly dejected and defeated, Steed and Mother look at one another as the commotion carries on behind them. Steed stares off into space and thinks out loud.

		STEED
	If ever we needed Mrs.
	Peel to help us think our
	way out, it's now...

		MOTHER
		(low, caring
		tone)
	Steed... Superior intellect
	is not always the answer.
	After all--and this not out
	of disrespect--but her plan
	failed. And I doubt that
	N’s brute force tactics would
	have worked either. Sometimes
	what's needed is some good
	old-fashioned cunning.

Steed regards Mother, then starts thinking hard.

		STEED
	Quasi must have been here
	for weeks, possibly months,
	to have had such extensive
	surgery. And yet I’m
	certain we entered the
	time machine before he did.
	So how did he get to the
	future so far ahead of us?

			SOFT CUT TO: 

INT. TIME CORRIDOR		

REPEAT OF SCENE AS FLASHBACK, STROBED SLOW MOTION.
A DARK, GHOSTLY FIGURE, vague and indistinct, seems to dart between Steed and Emma, visible only for an instant.

			SOFT CUT TO: 

INT. COMMAND CENTER

Steed's eyes register inspiration, and he snaps his finger.

		STEED
	Of course...

Steed looks at Mother, shifting from inspired to urgent. Mother senses it.

		STEED
	I must get to the time
	machine right away.

		MOTHER
	Then get going, man.

		STEED
	Do one thing for me?

		MOTHER
	Name it.

		STEED
	After I'm gone?-- Destroy
	the building... Utterly.

		MOTHER
	As they say 'round here,
	I'll nuke it.

Steed starts to rush off, stops, looks back at Mother with a twinkle in his eye.

		STEED
	See you again, about thirty-
	five years ago.

Mother watches him leave with a mix of hope and satisfaction.

			CUT TO: 

INT./EXT. MINISTRY CAR - DAY

Steed is barreling along the street, weaving in and out of traffic--HORNS BLARE, TIRES SQUEAL, PEOPLE SHOUT.

FX: Some buildings are starting to change, MORPHING FROM ONE SHAPE/STYLE TO ANOTHER.

Steed is looking all around as he drives at a furious pace.

FX: PEDESTRIANS begin POPPING IN AND OUT OF EXISTENCE. POLICEMEN are REPLACED BY QUASI-NAZI OFFICERS.

Steed's eyes pop when he notices this, then registers a bigger shock as he looks forward again--

A huge ARMORED TANK POPS INTO VIEW immediately in front of Steed's car.

Steed swerves sharply to avoid hitting the tank.

			CUT TO: 

EXT. INTERSECTION - DAY

The car FISHTAILS wildly around the corner, TIRES SQUEALING.

			CUT TO: 

EXT. SIDE STREET - DAY

Steed hurtles toward the police line, smashing through the barricade, sending pieces of it, as well as SOME QUASI-NAZI OFFICERS, scattering.

Steed SCREECHES to a halt right beside the door, bolts out of the car and races through the door just as BULLETS PING on the wall and door.

			CUT TO: 

INT. TIME CORRIDOR		

Steed runs flat out down the corridor and VANISHES.

Steed FLASHES INTO EXISTENCE as he races along, then VANISHES.

Steed appears to be getting a little disoriented, but he fights off the feeling.

Emma, still strapped to the wall, hears the PHASE DISTORTED SOUND OF FOOTFALLS briefly preceding STEED as he FLASHES INTO VIEW just as Emma raises her head to see him.

		EMMA
	Steed!

Steed quickly FLASHES OUT OF SIGHT.

Steed hears EMMA'S FAINT, PHASE-DISTORTED VOICE calling him. His eyes fling wide and he comes to a sudden halt.

Emma is frowning with confusion and worry.

		EMMA
	Stee-ee-eed!

Emma searches the empty corridor hopefully with her eyes. In the midst of her next shout--

		EMMA
	Stee--

--she cuts off as STEED GRADUALLY SHIMMERS INTO VIEW.

To say that Emma's eyes light up is an understatement.

Winded, Steed looks a little unsure at first, as if he wasn't certain of what he'd heard. But then he sees Emma growing more clear, and darts up to her.

Emma, her face awash with a flood of relief, strains at her shackles as if she wanted to throw her arms around him.

		EMMA
	I thought you were dead.

Steed gives the lock a futile tug, then begins examining it.

		STEED
	Might have been, too--
	were it not for young
	Mister Purcil.

		EMMA
		(a little
		surprised)
	Purcil!--Might be hope for
	the future after all.

Steed concludes he needs assistance with the lock and turns to Emma.

		STEED
	Er, do you mind--

		EMMA
		(understanding)
	Oh--

Emma tips her head down, presenting Steed with the top of her head. He carefully removes a hairpin from her hair. Briefly grinning at it with satisfaction, he starts to work on the lock.

		STEED
	You're the guest of one
	Quasi T. Modo, I presume...

		EMMA
	Yes--you just missed him.
	He's on his way back to
	the past to reshape
	the world to his liking.

		STEED
	When I left the future,
	they were already feeling--

The lock he was working on pops open, freeing Emma's hand.

		EMMA
	Ahh!--

Steed darts over to the other lock, picking up where he left off.

		STEED
	--feeling his effect.
	Unless we stop him,
	the next millenium will
	be the era of the fourth
	Reich.

Steed releases the other lock. While Emma is rubbing her wrists, Steed stoops down to the ankle restraints. He finds that these do not have locks, simply latches, which he quickly undoes.

		EMMA
	How do we stop him?

		STEED
		(straightening,
		smug grin)
	We out-run him.

Very briefly they share an intense gaze, transmitting volumes in a second. Then Steed suddenly sobers--

		STEED
		(urgently)
	Come on.

Steed and Emma run, side-by-side, at breakneck speed. They pass a GHOSTLY GREY FIGURE which appears briefly between them. They exchange a look, and keep on charging.

Steed and Emma nearly collide with the door as they come to a halt. They pause to catch their breath, looking back up the empty corridor. Then Steed reaches for the doorknob and tips his bowler to Emma at the same time, smiling pleasantly.

		STEED
	No time like the present.

Steed swings the door open, motioning for Emma to pass through first.

			CUT TO: 

INT. NARROW FACTORY ROOM - MORNING

The door swings open and Emma passes through, followed by Steed, who closes the door.

The corridor is brighter than when they'd left--and also occupied by the TWO THUGS from the OPENING SCENE. One is holding a two-by-four, the other a length of iron pipe. Steed and Emma exchange an "oh, well" glance.

A "classic Avengers fight" then ensues, at the FIGHT COORDINATOR'S DISCRETION. The outcome is predictable.

Afterward, Steed and Emma are seen standing to either side of the door, leaning against the wall in nonchalant poses, waiting patiently. Emma looks at her digital watch.

		EMMA
	Mine must be fast.

Steed pulls an antique gold watch from his vest pocket.

C.U. OF WATCH in his hand.

C.U. OF DOOR HANDLE as it begins to turn.

Steed grins.

		STEED
	Bang on time.

Quasi steps through the door. Not noticing Steed and Emma, he looks around proudly--then spots the two thugs sprawled on the ground, unconscious.

		QUASI
		(low)
	No--

		STEED
		(brightly)
	Hello, Quasi. You're looking
	frightfully fit these days.

Steed and Emma walk up to either side of Quasi as he whips back and forth between them.

		QUASI
		(hollering)
	No! Aw, Damn! Damn, damn,
	damn! Damn, damn--

		STEED
	Now, Quasi, that's no way
	to greet an old friend,
	is it?

		QUASI
		(spluttering)
	Steed, you're supposed
	to be dead!

		STEED
	Didn't count on those
	remarkable twenty-first
	century miracle drugs,
	now, did you?--

TOFU'S VOICE rings out.

		TOFU'S VOICE
	Hold it right there.

Tofu is up in the rafters, with a gun trained on Steed.

Emma looks up and spots him.

		EMMA
	Steed!

		QUASI
	Tofu, no!

Steed whips his bowler off and flings it at Tofu like a Frisbee.

Tofu fires the gun--POW!

The bowler soars through the air in SLOW MOTION, and is hit by the bullet, which ricochets off of it with a METALLIC PING!

The bullet strikes a conduit with a CHANG! It BURSTS OPEN, spraying a SHOWER OF ELECTRICAL SPARKS, accompanied by BUZZING, HISSING AND SNAPPING.

		QUASI
	No-oo-oo!

More conduits ERUPT IN SPARKS.

As Steed, Emma and Quasi watch the fireworks, the electrical POPPING and HISSING grows more intense. Larger conduits BURST INTO FLAMES. ELECTRICAL POPS become small EXPLOSIONS.

FX: TIGHT ON QUASI as he MORPHS from a handsome man back to his old, deformed self, his fine suit draped on his shrinking limbs. He shrieks in horror at the sight of his arms and hands twisting back to their original form.

Explosions grow in intensity. Steed and Emma grab Quasi and haul him out of the room with them.

Tofu is seen trapped in the rafters behind a WALL OF FLAMES.

			CUT TO: 

EXT. FACTORY – MORNING

The early morning sun rises up behind the building as FLAMES ERUPT FROM WINDOWS. With Quasi in tow, Steed and Emma race into F.G., stop, and swing around to watch.

EXPLOSIONS inside the building FLASH IN THE WINDOWS, BLOWING SOME OF THEM OUT.

Steed, Emma and Quasi are warmed by the glow of the conflagration. Steed and Emma look quite satisfied; Quasi stares at the ground with a long, sad face.

		QUASI
		(low moan)
	Aw, Damn.
		(looking up,
		distantly)
	I can hear them now,
	all those... gorgeous...

Quasi’s voice trails off. Steed fingers Quasi's ill-fitting clothes.

		STEED
	Look on the bright side,
	Quasi. You've got a fine
	new suit for your efforts.

		QUASI
		(still moaning)
	I was going to rule the
	world in style.

		EMMA
	Well, now you can serve
	time in style.

Steed, Quasi and Emma in F.G. are silhouetted against the burning building.

			DISSOLVE TO: 

EXT. FACTORY – DAY		

X.C.U. OF OLD MOTHER'S EYES, in the future, with flames reflecting in them.

SLOW PULL BACK. Mother is sitting in his wheelchair, alone, watching the building burn with a distant gaze.

FX: Behind Mother, the buildings, people and other objects that had previously been transformed MORPH back to their original forms.

Mother looks up and takes notice of this. His eyes reveal a deepening sense of appreciation and pride, and he murmurs under his breath--

		MOTHER
	Well done, Steed...
	Well done.

FADE TO BLACK.

			FADE UP TO: 

INT./EXT. BENTLEY - SUNDOWN

Steed and Emma are riding along a deserted country road, clearly reveling in the simple pleasure.

		EMMA
	Penny for your thoughts--
	on 'Little John?'

They swap a glance. Steed ponders for a moment.

		STEED
		(forced
		nonchalance)
	You shouldn’t squander your
	money like that, Mrs. Peel.

Emma prods him ever so gently with a simple look.

		STEED
	You were right, you know,
	when you told me I’d make a
	dreadful daddy.
		(careless
		tone)
	Happy is the child whose
	father goes to the devil,
	as the saying goes.

		EMMA
	Oh, I don’t know. A ragged
	colt may yet prove a good
	Steed.

		STEED
		(thoughtfully,
		but avoiding
		her gaze)
	Depends on the dam...

After a moment he turns to her with a smile.

		STEED
	What about you, Mrs. Peel--
	Any thoughts on Mister Peel?

Emma thinks.

		EMMA
		(slightly
		distant)
	Let's just say I'm happy
	to wait and see how the
	future unfolds.

They share a smile.

		EMMA
		(lightly)
	They say hanging and marriage
	go by destiny.

		STEED
	Which reminds me...
	I have something for you.

Steed fumbles in his jacket, pulls out a small object and hands it to Emma.

C.U. of what looks like a ring box in Emma's hands.

Emma gapes at Steed in speechless bewilderment.

		STEED
	Well...?

C.U. EMMA'S HANDS as she opens the box. Inside is the pushpin watch.

Emma bursts briefly into laughter of surprise and delight.

		STEED
	A timeless memento of our
	adventure.

		EMMA
		(warmly)
	Thank you, Steed.

Steed's face then lights up--literally--with the warm glow of the sun.

		STEED
	Oh, look, Mrs. Peel.

Steed and Emma brace the frame as the Bentley breaks out of the trees and into a clear view of endless rolling hills and a pleasant sunset.

		STEED
	Jolly old England. It's
	good to be back.

		EMMA
	Back where we belong.

The Bentley rumbles down the gently winding road and into the sunset.

FADE TO BLACK.

		FIN