Fearless Frank (1967) - full transcript

THE STRANGER: An anguished
city lies shrouded in smoke.

Smoke is everywhere.
Crime is everywhere.

[SIREN WAILING AT A DISTANCE]

The police are helpless.

On the outskirts of town,

in this modest castle,

with all his ill-gotten gain,

lives the one
they call The Boss.

This is The Boss.

The entire city
is in his clutches.

No one crosses
The Boss and lives.



Here is The Cat.
Cat is The Boss's lookout.

Boss! I got news.

THE STRANGER: The Boss
is surrounded by his
loyal band of henchmen.

Each, a master criminal
in his own right.

They know nothing escapes
The Boss.

Not even Plethora.
Plethora is his prisoner.

She yearns for someone
to set her free.

Our love story begins
with Plethora's yearning.

"Oh, where can he be,
who will free me

"and the whole city?"
She cries.

[ROOSTER CROWING]

"Oh, where can he be?
Where can he be?"

"Where?"

Here!



In the wilderness,
the call of adventure
comes to Frank.

Do you think?
Could it have been
Plethora's doleful cry?

Who could say?

For sometimes, all it takes
is a woman's yearning

to make a young man leave
the river of his youth.

To make a young man
say goodbye to his
ancestral home.

Goodbye, Pa!

Goodbye, Son.

Goodbye, Pa.

To do right well
in the big city, Son,

you got to do right way.

You got a honest face, Son.

Thank you, Pa.

Goodbye, Son.

[CHICKENS CLUCKING]

[COWS MOOING]

Oh, Pa!
Say goodbye to Ma
for me, will you?

Goodbye, Ma.

THE STRANGER: And Frank is
on his way.

Oh, that's me.

In a moment, Frank and I
will meet for the first time.

You'll see,
he'll call me "stranger."

Hey, stranger!

FRANK: I was wonder if you,
you couldn't tell me
the way to the city?

Going there myself.Huh.

What are you going
to do when you reaches
the big city, stranger?

I think I'll write a story
about life in the big city.

I think that's what I'll do.

FRANK: I think
that's a good idea.

What are you gonna do, Frank?

I don't know.

But I'm sure I'm bound
to find my chosen field.

[FRANK LAUGHS]

I hope so.

THE STRANGER: Wait a minute,
Frank. Hey, what's
the big rush, Frank?

Please. Frank.

Frank.

But Frank runs on ahead,

as if to conquer the big city
single-handedly.

Later that same day,
The Cat, remember him?

Ever watchful,
can plainly see that something
is going terribly wrong.

Look who's escaped?

Plethora has flown the coop.
The Boss will be furious.

Wow! Look at that!

Wow! Umm.

Hi!

Is something bothering you,
ma'am?

I'm in grave danger.
He's after me,
the one they call The Boss.

Well, I'd like
to help you, ma'am.

But you don't even know
what you're getting into.
I'm in grave danger.

THE STRANGER: And Frank
is off and running.

Throwing all caution
to the wind.

Hold your horses, ma'am.

I think I've
fallen in love with ya.

Because, you look like
you need some friends.

SCREWNOSE: She's got them,
buddy boy.

Are these
your friends, ma'am?That's right.

Hey, he sounds like
from where I'm from.

You don't talk much,
do ya?

FRANK: Oh, boy, a real car.
How do you like that.

[FRANK CHUCKLING]

Hey, fellas!

Feisty little bugger,
ain't he?

Get off, hick!

What did you say
your name was, ma'am?

Her name is Plethora.Plethora, right.

This amulet, if you
wear it and you
remain pure and innocent,

and full of hope,
no harm will come to you.

Oh, thank you
very much, ma'am,

but I can't take presents
from a stranger.

Will you beat it!

But I love you, Plethora.

Try to remember me.
One day we'll meet again.
Oh, you are good.

Go away, quick, go away!

THE BOSS: Hey, you forgot
to tell us your name!

Oh, my name...

[GUN FIRING]

[THUNDER RUMBLING]

MAN: [ECHOING] Frank's
greatest adventure!

[THE STRANGER READING]

[LAUGHS]

[THE STRANGER
CONTINUES READING]

ALFRED: He's dead, sir.
Will he do?

He'll do just fine, Alfred.
He has a very honest face.

We've looked the world over
and at last we found him.
Quickly.

Yes, sir.

THE STRANGER: Thanks to
a generous government grant,
The Good Doctor,

one time brain surgeon
to statesmen
and high society alike,

had given up his
thriving practice,

and now is able to devote
full time to the problems
of fighting evil.

No, Alfred, I doubt
that a booster shot
will be necessary.

I've combed the Earth
for a worthy man.

And now, at last,
fate has brought him to me.

Look at that face, Alfred.

I hope it's what
you want, sir.

Personally, I have
certain reservations.

No, Alfred!
He's just right.
He's perfect.

Alfred, have you noticed
how people no longer
communicate with one another?

Alfred! Alfred!

Yes, sir. I was just saying
that to the plumber
the other day.

The plumber?

Yes, the drains
were stuffed, sir.

With what?

Miss Lois's doll's heads.

Doll's heads.Yes, sir.

Oh. As I was saying,

people no longer communicate
with one another.

Therefore, I will
place the small receiver
in his cerebrum.

Where, sir?

In his head, Alfred.

And with this microphone,

I shall be able
to communicate with him
any time I want to.

There will be no problem
of communication between
this boy and myself.

This boy,

my boy.

The time is soon
at hand, Alfred.

When he wakes up,
he should be willing
and eager to do my bidding.

With the secrets,
known only to the ancients,
that I have applied to him,

his growth
should be phenomenal.

He will be able
to do astounding things
under my guidance.

The ancient dreams
have been realized.

I have created
a brave, new man.

[EXHALES DEEPLY]
What this town needs
is a force for good.

Too much evil has been
loose for too long.

Men have forgotten
how to do good.

He will show them.

What did you say
his name was, Alfred?

There was nothing
on his person, sir,
but this postcard.

May I read it, sir?

Yes.

"Dear Ma and Pa,
regards, Frank."

Frank.

Such an honest name.

Let's let him keep it.

[FRANK INHALES DEEPLY]

Oh, my goodness, sir.

He's breathing.

I know that, you idiot!

Do you realize
what this moment means?

Huh?

[BREATHING HEAVILY]

Hi!

Well, Frank, permit me
to introduce myself.

I am The Good Doctor,
and this is my loyal butler,
Alfred.

Say "hello" to Alfred, Frank.

Hello, Alfred.

Where am I?

You are in my
penthouse apartment
overlooking the city.

Plethora!

What, Frank?Plethora.

What's he
trying to say, sir?

Plethora.

He's saying "Plethora."

Plethora of what, sir?

Don't ask questions, Alfred.

You know how it annoys me
when you ask questions.

I'll ask the questions
around here.

Yes, sir.

A plethora of what, Frank?

Plethora.

Yes, Plethora is...

Plethora, Plethora.What does it mean, sir?

Yes? Yes, Alfred,
it's a residue
of his former life.

It's only natural.

Plethora is the girl
of my dreams.

[CHUCKLES] Oh, yes.I'm going to
marry Plethora.

Very nice, Frank.

But she might be in danger
this very moment,

so I have to help Plethora
before I can marry her.

So I have to be off.
I have to go
to the big city.

Frank, I can help you
in a way that Plethora
would never understand.

You were dead, Frank.

Dead. We found you
lying in a gutter.

I brought you
back to life, Frank.

Now that was a good
thing to do, wasn't it?

He's marvelous.
He's a marvelous man.

Wasn't that
a good thing to do?

It certainly was.Wasn't it?

Uh, it certainly was.
Brought me back to life.

[LAUGHS] Are you kidding?

The Good Doctor never kids.

I have to go help
Plethora now.

Yes, but you have
to listen to
The Good Doctor.

You don't know
what you're missing.

You're an ingrate.
And if you leave,
you will fall into evil hands.

We've all constant enemies
lurking all around us.

You and your paranoia.
But it's true.

There are people
lurking all around
this house.

[GASPING]

Lois, are you lurking again?

No, Good Daddy, honestly,
I wasn't lurking.

Miss Lois,
what are you doing here?

You know the laboratory
is off-limits.

What's that?

Oh, that's something
that Daddy made.

It's me.

Oh, it's beautiful.

Frank, this is Lois.
Lois, Frank.

Hi. Hello.Lois. Hello.

Lois.What?

Go to your room and
play with your things.

Oh, Good Daddy,
can't I stay and play
with Frank?

Lois, remember what
happened to your mother.

You never let me
have any fun.

I'll bring you up
a hot tray, Miss Lois.

Oh, you and your hot trays.

[CLAPS]

Frank, you do want
to sit down, don't you?

Well, umm...

You don't want to do
too much on your first day.
That was my daughter, Lois.

You must be feeling
very weak, Mr. Frank.

Really, it's so late.Sit down.

There's no place
you could find a room.

You might as well
spend the night here.

It's so cold out,
and in your condition.

Right. Just stay
one night Frank,

and if in the morning
you feel like leaving,

there'll be
no hard feelings.

No. Stay.

No. Stay.

Stay. Stay.

See?

I'll stay.

[LAUGHS] But I'll have
to be moseying on
in the morning.

Oh, marvelous.

Yes, well, I'll make up
the east wing.

Come, Miss Lois.

Excellent, Frank.

Oh, it's nothin'.

You'll never be able
to regret it. Never.

[WHISTLES]

Did you hear something?

Uh, a little something.

[BOTH LAUGHING]

THE STRANGER:
Later that night,
The Good Doctor decided

that it was high time
that he and Frank
have a man-to-man talk.

Stay, Frank, stay.

THE GOOD DOCTOR: [ON RECEIVER]
You don't want to go outside.
It's cold and wet out there.

Warm and cozy in here.

Lois loves you.

Alfred loves you.

And I myself have a certain
niggling affection for you.

You will wake up
in the morning

and you will write
the following letter.

"Dear Ma and Pa,

"I have a job in the city

"with a wonderful, marvelous,

"brilliant man.

"Regards, Frank."

Stay, Frank.

You can be great
beyond your wildest dreams.

Stay.

Great, beyond your
wildest dreams.

Your wildest dreams.
Stay.

Great, beyond your
wildest dreams.

I had the wildest dream
last night.

[LAUGHING]

I'm staying on.

Yes, I know, Frank.Good.

How did he know?

Well done, Alfred,
it's a very nice suit.

Thank you, sir.
It's a terrific suit.

It looks very handsome
on you, sir.

THE STRANGER:
Time passed slowly in
the penthouse apartment.

Frank wondered at
the new world of strangeness
around him.

Without really knowing why,
Frank was content and happy,

like the animals
serene in their cages,

cared for and loved.

Memories began to fade.

And The Good Doctor saw all
and he was pleased.
Then one day...

Frank, there is something
I must tell you.

In this house, in this room,
in the library,
in the orangery,

are contained the
secrets of the ages.

No.Yes.

They're known only to me
and to my brother, Claude.

Your brother Claude?Yes.

He was a slovenly
unkempt person.
No discipline.

I had to banish him
from this place.

Why?He was evil.

Evil, Frank.

He didn't know that to do
good one must fight evil.

I don't even know
if he's still alive.

I heard that he was
in Germany, somewhere.

I doubt if anyone
can survive out there.

You'll never go out,
will you, Frank?

Never! Promise me
you'll never go out!

Unless it is to fight evil.

I'll...
I'll never go out.

Good boy, Frank. Good boy.

I have a reward for you.

I will tell you
one of the secrets
of the ancients.

But you must never
tell anyone.

[WHISPERING]

[CHUCKLES]

That's it?

Yes. You will never
tell anyone, will you?

Oh, no,
I'd never tell anyone.

THE STRANGER: There were other
secrets about himself
that Frank learned.

...Five thousand two hundred
and forty four.

I can count! 5,244, 5,245.

THE STRANGER:
Little by little.

[SPEAKING WITH COUNTRY ACCENT]
Right nice ice cream.

No, Frank.

[ENUNCIATING]
Right nice ice cream.

[SPEAKING SLOWER]
Right nice ice cream.

THE STRANGER: In every way.

[OVER-ENUNCIATING]
Right nice ice cream.

THE STRANGER: Frank was
getting better.

[IN DEEPER VOICE]
Right nice ice cream.

Right...Right...

Nice...Nice...

Ice...Ice...

Cream.Cream.

THE STRANGER: Every day.

Right, nice,Right, nice,

ice, cream.ice, cream.

Say it again.[SPEAKING FAST]
Right nice ice cream.

BOTH: [NASALLY]
Right nice ice cream.

Right nice ice cream.

You don't want
to talk like that,
now, do you, Frank?

No.

THE STRANGER: The Good Doctor
also taught piety.

I will say Grace.

THE STRANGER: And religious
observation.

[IN UNISON] We thank
The Good Doctor for what
we are about to receive.

[LAUGHS]

This is an exercise
in concentration.

You must do
exactly as I do.

THE STRANGER: Frank was
a good pupil.

He was being prepared
for something.

Although he didn't know
quite what it was.

He strove to please
The Good Doctor,

as they became
closer and closer friends.

[BOTH EXHALING DEEPLY]

Now, Frank, did that help
your concentration?

Concentration.

You can stop now, Frank.[IMITATING] Stop now, Frank.

Frank!Frank!

Stop!Stop!

THE STRANGER: Now the time
has come for Frank's
supreme test.

Behold the city, Frank!

You can fly!

Do not be afraid!
Only you can
destroy yourself.

Get up on the railing, Frank!

The childhood dream
of flying!

The dream of pulling oneself
up by the boot straps!

The dream of Icarus revealed!

[FRANK YELLING]

If God had wanted man
to fly, he would have
given him wings.

[WIND HOWLING]

THE STRANGER: Now that Frank
has passed the supreme test,

The Good Doctor decides
the time has come.

Frank is ready.

Behold the evil-finder,
Frank!

Evil has its
own wavelength.

If there is any evil
going on in this town,

it will show
on that screen.

Darn it.

[MACHINE BEEPING]

It's working, Frank.

Evil is occurring.

Look, Frank.
You see that man?

That man is known
as The Rat.

He is one of the most
dangerous men in town.

And your job is going
to be to get The Rat.

THE STRANGER: Frank could see
right away the city art
treasures were in danger.

[NATIVES CHANTING]

THE STRANGER: There's nothing
more dangerous
than a cornered rat.

[GUNSHOT]

Oh, he's bulletproof.

Can you imagine how
that makes Rat feel?

Terrible.

The Rat wants to quit.

[GUNSHOT]

What strength!
Rat's gun goes
right through that wall.

Only one thing left to do.

[SHOUTS]

A premonition
comes over Rat

that chills him
to his marrow.

[PANTING]

Where's Plethora?

Pleth...

Who? Plethora?

Plethora. Plethora.I know, I know, I know.

She's with The Boss.

The Boss?
She's with The Boss?

Yeah. She's with The Boss.

Where are they?

Bimi. Bimi.

Got it.

[BREATHING HEAVILY]

Sorry, Boss.

[LAUGHING]

And this is only
the beginning of
a great career, Frank.

One that I chose for you.

Now, we're going
to have a little party.

[LOIS EXCLAIMS]

Oh, Alfred,
break out the bubbly!

We don't have
any bubbly, sir.

We don't have
any bubbly, Alfred?

Alfred, fetch some bubbly.

I don't have any money.

Oh, don't talk money
in front of the children,
Alfred.

Run along, Alfred.
Lois!

Hi!

[ALL LAUGHING]

Frank!

[LAUGHING]

Alfred, the bubbly.

Thank you.There we are.

And a little one
for you, Alfred.

Oh, I don't deserve it, sir.

Yes, I know, but have
one anyhow, Alfred.

Have one anyhow.

Lois!

A little wine for thy
tummy's sake.

For my tummy's sake.

[BEEPING]

THE STRANGER: Right in the
middle of everything,

just when the party
was getting good,

evil reared one
of it's ugly heads.

Goodbye!

I want to remember
you just the way you are.

Just leave.

THE STRANGER: Another mission
for Frank.

And he's on his way.

[CAT MEOWING]

THE STRANGER:
With The Boss out of town,
The Cat is on the prowl.

His sharp eye peeled
for the finer things in life.

Especially,
if they glisten and sparkle.

The Cat always
prided himself
on his excellent taste.

Reasoning,
that with good taste,
his future was secure.

Or was it?

[PANTING]

Frank? Frank, you did
a wonderful job.

Just wonderful.
I'm proud of you,
my son.

Come home, Frank, my boy.

THE STRANGER:
Later that night,

after an honest day's work,

a hero's rest
was in store for Frank.

Umm, Frank.

Frank! Frank!

Frank!

I'm making notes
on your dreams, Frank.

We're making great progress.

Very interesting.

Very informative.

Boy, wouldn't you love
to just go out

and ride around
in a car just once?

Oh, boy,
I'd really love to just...

Bust out!

Bust out! That's it, boy!
I'd love to just bust out!

Boy, I'd really love
to just bust out.

Hi! It's loyal Alfred.

Oh. You don't know
how I envy you, Alfred.

You know, you get
to go out in the city
all the time,

ride around in
the car and shop.

Hey. Hey, do you think
he would mind if...

Well, if we went out with you
when you went shopping?

Well, he's asleep now.

And he'll be asleep
for several hours.

Oh, Alfred,
you have a great car.

FRANK: The loyal
Alfred is excited.

Alfred, you drive marvelously.

ALFRED: Frank,
I cannot concentrate.

I want to drive, Alfred.

If you don't have a license,
you cannot drive.

Frank can do anything,
loyal Alfred.

Not if I have anything
to do with it.

Frank will not drive.
He will not drive.

[HORNS HONKING]

Give me the wheel!
Give me the wheel!

[INDISTINCT CHATTERING]

Oh, no!

[MACHINE BEEPING]

No!

Frank, can you hear me?

Frank. You're on
the evil-finder, Frank.

[TIRES SCREECHING]

You disobeyed me.
You shouldn't be doing this.

Vigilance is eternal,
it's not a part-time job.

What's wrong?

He says we have to stop.

Oh.

Oh, Good Daddy, stay away.
Please leave us alone.

Frank! Evil is being
done at this very moment.

Right now! You've got
to get out to the race track.

It isn't fair.

You've not a moment to lose.

I'm not going.Ha?

I'm not going. Ha!

THE STRANGER: Needles,
who's done more than his share
of chicanery for The Boss,

is always at the races.

Always the serious scholar
of the daily poop sheet.

Needles has his own
private system.

He always seems to know
exactly which horse
to put his money on.

Every time.

With a surefire system
he's worked out,

he's destined to go
a long, long way.

As a matter of fact,
he can't lose.

How could he?

Until...

THE GOOD DOCTOR: Good boy.

To do good,
one must fight evil.

Fight evil. Fight evil.

THE STRANGER: And here's
Screwnose, another of
The Boss's nefarious cronies.

He went to college,

but he learned early
that he could make it
the easy way.

Just by sharpening up
a little.

[DRILLING]

[DOOR CREAKING]

[THE BOSS LAUGHING
DIABOLICALLY]

[SHIP'S HORN BLOWING]

PLETHORA: We should be
nearing shore soon, Boss.

After all this time
we are coming back.

Oh, I know there's
no escaping you, Boss.

You will never make me forget
what happened here once.

Shut up, Plethora.
Can't you see I'm brooding?
My boys need me.

Oh, a bunch
of cutthroats.

Plethora,
you wouldn't understand.

What would a broad like you
know about loyalty.

My boys need me!

I can feel them calling me.

THE RAT: ♪ Say, every day
of my life, I wanna
wail and moan

♪ Damn that train
Oh, Lord

THE RAT: Everybody!

[THE RAT PLAYING GUITAR]

Come on, fellas.

[THE RAT SINGING]

♪ The Cat, The Rat,
Needles and me

♪ Oh, Lord, and Screwnose

♪ There's just one thing
I want to say ♪

Look! Look, it's...

It's a kind of smoke
coming down on us.

It's like a shot
in the arm.

Hugging you,
so warm, so close!

It's The Boss!

THE STRANGER: There's more
to The Boss's smoke,
as you may have guessed,

than meets the eye.

PLETHORA: This way, boys.
Follow me.

Plethora!

[ALL EXCLAIMING]

Plethora, you did a good job!

Thanks for
springin' us, Boss.

Sit down right here,
sit down.

Yeah, you can always
tell a man by his friends.

Hey, Cat!

[LAUGHING]

Screwnose! Hey!
Look at that Screwnose, huh?

Rat! I just love this guy!

Ah, Plethora.
You did a really good job.

CAT: Oh, Boss!
Hey, listen.

THE RAT: There's this guy
you gotta see, Boss,
he's fantastic.

We're not kidding.

SCREWNOSE: He's bulletproof.

THE CAT: Listen,
I scratched him
with my claws and he...

Now, personally,
I'll take care of this guy
when the time arrives.

But in the meantime,

I have some fantastic
smoke crimes planned.

We're fantastic.

But Boss,
can Plethora be trusted?

Plethora,
can you be trusted?

[MUSIC PLAYING]

♪ I know that I

♪ Said this again and again

♪ Look back
to yesterday's heartaches

♪ if you wanna know
when I've got you

♪ Right where I want you,
in the palm of my hand

♪ The fire of your love

♪ Burns at my command

♪ But in the sun

♪ These flames work
for the butt of a joke

♪ I really got you
right where I want you

♪ Or am I troubled,
holding a handful of smoke

♪ Just holding
a handful of smoke

♪ I got you
where I want you

♪ Or am I holding
a handful of smoke

♪ I can't understand
why the palm of my hand
should be

♪ Holding a handful
of smoke ♪

[COUGHING]

Child's play! Child's play!
I could have had them.

I was only
playing with them.

There'll be a next time.
There's always a next time.

Be careful, Frank.

If only he knew
how I'd fallen for him,
the big lug.

Oh, I yearn, Alfred.
I yearn.

Perhaps you could
take up a hobby, miss.

We are going to have to use
extraordinary measures.

[DOORBELL RINGING]

Rat, get the door.

Boss, there's something
really weird out here.

You gotta see it
to believe it.

What is it?
Oh, it's you, Claude.

Yes, it's me, Claude.

Oh, yes, and this is Verner.

[WHISTLES] My name is Verner.

[CROWING]

Come in and meet the gang.
Now you'll sleep in the bed
in the corner there,

and the bird can sleep
in the tree out front.

No, no. The bird can sleep
in the bed and I'll sleep
in the tree.

No, you'll both
sleep in the bed.

But the bird will have to
have a separate bed, ja?

I'm not going to sleep
in the bed with a bird.

You have a little bird bed?All right.

About that big.Fine.

A little
bird coverlet? Yeah.Yes.

A little bird pillow?Yes.

A little bird
chamber pot?Yes.

Very good, very good.

I'm going to
run along now.

Yes.

And I'll see what
I can throw together.

Meanwhile, take care
of the bird, ja.

I wonder what he's
going to throw together.

THE STRANGER: Don't forget
that Claude is also
the possessor of those secrets

known only to the ancients.

Those very same secrets
that The Good Doctor
used on Frank,

not so long ago.

Those very secrets
that now lead Frank
to find new outlets

for the thwarted super
energy that The Good Doctor
has bestowed upon him.

[SIGHS]

[EXHALES DEEPLY]

[MACHINE BEEPING]

THE STRANGER:
The Good Doctor was horrified.
Evil was all over the place.

Something had to be done.
And right away.

There was no time to waste.

No!

You know, Frank,
freedom is a privilege,
it's not a right.

You gave me quite a turn.

I'm sorry.Huh?

You're sorry.
Being sorry is one thing,
being dead is another.

I have a sticky ticker,
Frank.

Sticky ticker?

A bad heart.

You could have killed me.

You don't want to break
The Good Doctor's heart,
do you, Frank?

Do you? Do you?

Well...

Frank...

[LAUGHS]

THE STRANGER: Now the animals
were restless.

Gone were the good old days
of their early friendship.

Frank now plotted ways
and means to free himself
from the doctor's control.

Hello, Frank.

Hello.

How are you?

I was just looking for that.
Thank you, Frankie.

Thanks a lot, Frank.

Ta-ta.

THE STRANGER:
Frank's pleasures were
at an end.

Barred was the entrance
to Lois's room.

Kitchen privileges
were taken away.

The lavatory seemed safe.

But it wasn't.

For a brief moment,
the struggle against
the evil in the city stopped.

As The Good Doctor
strove to show Frank,
once again, how to do good.

The Good Doctor was
always somehow there.

Somewhere. Behind everything.

Yes, Frank has forgotten,

but Plethora still yearns.
Who can save her now?

Who? Who?

Do my eyes deceive me?
Is that Frank,
here with Claude?

Done.

This is a very
sensitive instrument.

THE RAT: Hey, it's Frank!
Get him!NEEDLES: The gun!

No, it is not Frank.
False Frank.

We call him Frankie.

If we can arrange a meeting
between the two of them,

he can take
Frank's strength
away from him. Ja?

All he needs is a soul.
And the soul is a product
of experience,

or some such nonsense.

Right now,
let's give him a rest,

because I fear that
he will be very
busy soon. Ja?

Let's let him dry off.

Right.

THE BOSS:
Will it work, Claude?

Oh, yeah,
I've done hundreds
of these before.

Look, I even put
the number on the arm.

4-38-48-77.

He is very sensitive
to first impressions, ja.

So you must be very careful
about the ideas
that you instill in him.

Let's take ourselves
into the next room, eh?

THE STRANGER: False Frank
just lies there awaiting
first impressions.

Plethora is overcome
with emotion.

Poor boy.

Oh, you poor boy.

THE STRANGER: Her heart
goes out to him.

He looks so meek
and afflicted.

And a little energy
lost here

is a little energy
gained here.

What this looses...

THE STRANGER: And while Claude
talks of theory,

Plethora speaks of love.

Met a young man...
Oh, he's very much like you.

He was sweet and pure.

And there was a glow
in his eyes,

and he smiled
when he looked at me,

and told me that he loved me.

That he loved me.

And all he asked from me
was my name.

And they took him away
from me right in front
of my very eyes.

And I never even
knew his name.

THE STRANGER: His name was
Frank, Plethora.

Once you tried to save him.

Now what are you going to do?

Take this amulet.

THE STRANGER: Oh, the amulet.

If you wear it,

if you are pure and innocent,
and full of hope,

I promise you that no evil
will ever come to you.

Wake up!

Ja. Now the only
problem we have

is the one of control. Ja?

And hell with it,
because of what
I'm about to show you.

Oh, someone is coming.
They must not find us
together.

You are good.

One day we'll
meet again.

THE STRANGER: And so,
quite by accident,

Plethora has given
Claude's creation
his first impression.

Well, now we shall see
what can be done, ja?

This is strange?

What?

He looks more human now.

THE BOSS: Is that bad?

This is not good.

Not good?

Not good,
but it's not bad.

But it's not good.

I'm Verner.

Shut up.

I hate you a lot.

[CROWING]

THE STRANGER: The Good Doctor
also hated Claude a lot.

But exhausted
by his recent struggle
to keep his Frank

on the straight and narrow,

he now sleeps
a tormented sleep,

unaware that
at this very moment,

Claude is whipping
False Frank into shape.

Ja, isn't it a marvelous,
beautiful day?

Ja, it's wonderful.
How are you?

Oh, well,
you don't have to talk
if you don't want to.

Oh, look, look at
the miracles of nature.

[CHUCKLES]

Ja. Walk like this.
Walk like... Ja.

That way. Mmm-mmm.

That's right.

You walk like that,
people will respect you, ja?

People will look up
to a man who lifts up
his feet,

very high like that.

One, two, three, four...

Roughly, more or less, ja?

Bounteous nature
has provided us
with many things.

THE STRANGER: But their
every move is being watched
by loyal Alfred,

who's taken over
for the ailing Good Doctor.

This is something
Frank should know about.

As the days go by,
little, does the city suspect
what mischief is afoot,

as Claude
and his charge, False Frank,
become almost inseparable.

[HORNS HONKING]

Watching what's been happening
causes Alfred to blurt out,
"Be careful, it maybe a trap."

There are no traps
for me, Alfred.

You must always behave.
People are looking at us.

They're judging us.
Them! I can't bear that.

You must take care
of your deportment,
your appearance.

Look, people are
laughing at us.

They'll laugh on the
other side of their face
when they're dead, ja.

Come on along.

THE STRANGER: Claude now feels
that False Frank is ready.

Ready to fight good
by doing evil.

The showdown between
the two Franks is imminent.

Come. Quickly, Frankie.

When you find Frank
and you're fighting with him,

first you will be
as strong as he is,

and then,
you will be stronger.

[SHUSHING] Don't say a word.
Be quiet.

I see him. He's up there.

[LAUGHS EXCITEDLY]
The moment is at hand.

Now, when you
fight with him,

remember,
fight dirty, ja?

And then kill him once.
Oh, good boy, ja.

Uh, goodbye.
One of us may not
come back from this alive.

But that's a risk
I'm willing to take.

Kill! Ja? Kill!

Frank!

THE STRANGER: The Good Doctor
feels that Frank's in danger.

Panic-stricken,
he wants to help.
But it's too late.

THE GOOD DOCTOR: Frank!

THE STRANGER: Frank is
on his own now.

FRANK: They sent
that guy up against me?
Oh, boy, that's a joke.

[LAUGHS]

That's a big joke.

He doesn't even
walk too well.
He can't walk.

Oh, Frankie,
what have you done?

You could have killed him.

THE STRANGER: Frank has won.
But he sure fights
dirty these days.

Doesn't he?

Washed up.

Quickly, follow me.

It's getting them that counts.

Now, they're learning
to fear me.

You went out on your own.
Without him telling you to.

Why did you go out
without him telling you to,
without the evil-finder.

He watched you
on the evil-finder.

Frank, you really
are becoming brutal.

And now you've gotten
just what you want.

He's had a massive stroke.

Doing good is fighting evil.
He said so himself.

Doing good is fighting evil.

[SOFTLY] He said it again.

Frank! Frank!

The last temptation
is the greatest treason.

To do the right thing
for the wrong reason.

We are such stuff
as dreams are made of.

Our little life is rounded
with a sleep.

♪ On the road to Mandalay

His...
His favorite song.

[SINGING IN UNISON]
♪ Where the flying fishes play

♪ And the dawn
comes up like thunder

♪ Over China across the bay

Alfred!

He's gone.

He went on "China."

Goodnight, Good Doctor.

Fear no more
the heat of the sun.

Nor the furious
summer's revenges.

Well, Frank,
you're on your own.

We're all on our own.

Where will we go now?

We're all free
to do as we please.

Don't worry, Miss Lois,
I'll make the arrangements.

It's funny,
after all these years
as a loyal butler,

I still haven't got
my recommendation.

You don't have anything
to worry about, Alfred.

From now on
you're working for me.

Really, Frank?

That's not quite
what I had thought about.

I mean, don't you think
we should be free
to make our own decisions?

Don't ask me questions,
Alfred!

I can't stand it
when you ask me questions.

Don't you ever
talk to me like that.

I knew you
when you were dead.

I knew you when you were
lying in the gutter.

The Doctor tried
to make you good.

You only succeeded
in making yourself
vicious and evil.

I was right!
I was right the way
I thought about you!

You are corrupt!

You are totally corrupt!

If you're finished, Alfred,
you can bring me some bubbly.

Please, please.
Please, loyal Alfred.

Frank, please,
let's not fight.

He wouldn't
want it that way.

It's just that...
It's just that
we're all overwrought.

I'll stay for you,
Miss Lois.

Oh, thank you, loyal Alfred.

THE STRANGER: That Lois
sure can kiss.
Look how excited Alfred is.

[CRYING] Oh, Good Daddy,
I miss you so much.

Oh, I don't know
what to do.

THE STRANGER: Alfred,
hungry for more kisses,
hurries home with the bubbly.

Gay as a lark.

Oh, Frank... You're like...

You're like the big brother
I never had.

[BEEPING]

What's going on here?
The evil-finder is on.
What's going on here?

There's nothing
going on here.

I was just about to attend
to the evil-finder

when you, uh,
you burst in on me. Uh...

Frank...
Frank was comforting me
while you were out.

Yes, I was
comforting her, Alfred.
Did you bring the bubbly?

Yes, sir.

Good.

We haven't come for him yet,
have we?

THE STRANGER: Alfred,
loyal to the last,

would like everything
to be the same again.

Lois looks like
she knows what she likes.

But Frank was supposed
to be out fighting evil.
Just what would he like?

I would like to have
a double, please,
what's your name?

BARTENDER: Scotch? Whiskey?
Gin? Double what?

Right. Double-double.
I'd like to have
a mixed drink.

I beg your pardon, fella.

That's my raincoat.

Pardon me.

Would you hang this
in the cloak room, please?

And hang these
up too, please.

And don't touch the lenses
because they're double
66 lenses.

Be careful.

How's it going, Moose?

FRANK: Wow!

[WHISTLING]

What's your name?

[CHUCKLES]

My name is Frank.

Just give me one more chance.
One more chance.

Absolutely. Right? Ja.

I'll decide
what goes on around here.

Yes, he'll decide
what goes on around here.

Thank you, Claude.

You're welcome, Boss.

THE STRANGER:
Shortly thereafter...

[EXHALES DEEPLY]

[WHOOSHING]

[GASPS]

You'll be Frank's friend?

Yes, I am. Are you
a friend of Frank's?

I am.

Oh, for heaven sakes.

You are so charming.

Oh, thank you.

Oh, Frank didn't tell me
that he'd invited
anybody over.

Please, please,
let me make arrangements.

Alfred, would you
make some coffee
and some sandwiches?

THE BOSS: May we have
a rain check?

Oh, no. Well, if Frank
is expecting you,
he'll be very disappointed.

My associate,
Screwnose.

Let's go, baby.

Uh, well...Come on, let's go.

Uncle Claude!

My little niece, Lois.

Uncle Claude,
what are you doing here?

You going to let them
kidnap me?

Ja, that is the case.
That's exactly what
I'm going to let them do.

But, Uncle Claude,
what are they going
to do to me?

Are they going to do
terrible things to me?

Oh, ja, they will
take you and they will
twist your arms.

Oh, Uncle Claude,
will you never grow up?

Boys will be boys, Lois.

Frank! Oh, Frank,
I'm so glad you're back.
I was worried about you.

Frank!

Boys, negotiate.
Take it away.

Hey, wait! No! Frank!

Help! Help!
Frank! Help!

[THE BOSS LAUGHING
DIABOLICALLY]

Help! Help!

Goodbye, Frank.
Good luck, Frank.
Goodbye.

THE STRANGER: Impressions were
coming a little too thick
and fast for False Frank.

Where did she get
the amulet?

What kind of place
is this he's in?

How did she know his name?

The feeling of being
terribly alone
creeps over him.

ALFRED OVER PHONE:
Yes, yes, immediately.

Officer, get here
as soon as you can.

I'll try to hold them off
as long as I can.

Yes. Immediately.

Help!

Arrest this man,
Officer.

I haven't got time
to explain.

THE STRANGER: Without a word
of protest,

False Frank taking the blame

goes meekly to jail
for what others have done.

Rejected now by all.

[WHISTLING]

Cigarettes for everybody.

FRANK: Do you live
in this town?

I'd hardly call it living.

What did you say
your name was? Ralph?

Frank! I said my name
was Frank. Frank! Frank!

[GROANS]

There's no need to be
overly gentle with her. Ja.

Come along, come along.

Set her down.

Down. Up against
the wall there, ja.

Right there against the rock.

Oh, it's so nice to be
with one's own flesh
and blood again.

Oh, prepare
the operating room, ja.

Uncle Claude!

Here's some company
for you, Plethora.

Plethora!

Where did you find this?

Frank gave it to me.

[GASPS]

Frank! My name is Frank!

I'm "The Frank."

Up there, you know?
Out there? Frank!
That's me. Frank! Frank!

Don't you recognize me
after all I've done for you?

I've been flying
around here for nothing?

Have a drink, Ralph.

Frank! Frank! Frank! Frank!

Frank! Frank! Frank!

Boss, it's not working!

Frank's down there
destroying the whole town

and men down there
trying to kill him.

Trying to destroy the town?
He can't do that.

Not when I have anything
to do about it.

THE STRANGER:
The big fight was over.
The people had lost.

Frank had won
against heavy odds.

But now he noticed
a funny feeling on his cheek.

Strangely, for the first time,
he was bleeding.

[DOORBELL RINGING]

Screwnose...

The door.

THE STRANGER: What The Boss
really needs now,
is a way.

Any way to finish off Frank.

And that's exactly
where loyal Alfred
enters the picture.

[PLETHORA LAUGHING]

You are interested
in knowing certain secrets
that pertain to Frank.

You might listen to this.

All I ask is that you leave
Miss Lois unharmed.

Alfred.

THE STRANGER: Now, Alfred
clues the mob in
on Frank's Achilles head.

Tells them how
to control Frank through his
cerebral shortcoming.

The forces of evil
now have the upper hand,

as once again
they storm the bastions
of the good penthouse.

It's quite simple,
gentlemen.

Here is
the Doctor's screen.

And here, gentlemen,
is the Doctor's microphone.

With this microphone,
you can contact Frank.

Oh, Alfred,
why did you do it?

I did it for you, Miss Lois.
It was either him or you.

Frank!NEEDLES: It's Frank!

THE BOSS: Can you hear me?

Hey, Frank,
this is your friend.

The jig is up.
From now on
you're in my power.

NEEDLES: Looks like
he's coming back.

THE RAT: Let's get
out of here.

LOIS: Oh, boy,
now you're gonna get it,
you bullies!

Coming back?
Sure, we'll take
Miss Lois with us.

No! Let go!THE CAT: What about Plethora?

What about Plethora?
She's too much trouble.

Where's Needles?
Get me Needles.

♪ Some nights,
it just rains tears

ON RECEIVER:
♪ A cloud of memories

♪ Will stretch across

♪ The sky

♪ Until it disappears

♪ But when you're all alone

♪ I wonder if you dream

♪ Or think of me at all

♪ I know you must

♪ Oh, yes, I'm sure you must

♪ Because some nights it just

♪ Rains tears

[WIND HOWLING]

THE STRANGER: Those of us
who were near him at the time

could feel the stirring
in False Frank's soul.

Something,
we couldn't say what,

had come over to him
in that moment.

From this point onward,

we come to a rather simple,
but obvious conclusion.

First, there's someone
to see False Frank.

Someone to see you.

ALFRED: And after that
the mob got Miss Lois
and then I informed,

and I found out
what Frank was really like,
just as I suspected.

And so there you have it.
That's the whole story
up to now.

And there's
no time to waste.

You're the only one
in this town who can help,
I'm convinced of it.

Why I can tell
by looking at your face.

Uh, this is the
destructive device.

If I was to throw
this switch...

ALL: Oh, no!

Oh, no, not yet.
I would have to throw
these other switches.

Here. And then,
I throw them all at once.

Then exactly at 6:00,

when the broader hand
of the dial was
on the very brink of six,

the whole town
will go kablooey!

Perhaps, the whole world
will go kablooey!

Ja, you want me
to throw it, ja?

Say, yes, please.
Say yes.Claude! Claude! Claude!

You're a madman!
I don't want this town
blown up.

You don't have to it.

This is my town,
this is my hometown!

I grew up here, Claude.
You're crazy!

No, let's get out
of here, boys.

You're crazy!THE BOSS: Come on!

Rat, you're a pea...nut.

I'll show them a thing or two.

[DEVICE WHIRRING]

Two, three. When it reaches
6:00, kablooey!

Kablooey!

THE STRANGER: In a matter
of moments,

Claude will tell The Boss
what he's done.

And then there'll be
a mad hurry-scurry
to get out of town.

CLAUDE: I'm not a madman,
I've just had a very
unhappy childhood.

By the by, I set off the
hideous destructive device.

And right about now,
we should be seeing
the city destroyed.

THE BOSS:
Come on, get out of here!

This is going to be
the biggest smoke crime
in history.

CLAUDE: Ja, why not.

THE STRANGER: While up above,
a lonely figure soars.

THE BOSS:
All right, faster, faster!

Come on, Screwnose.

THE STRANGER:
Can the city be saved?

THE BOSS: Step on it!

THE STRANGER: Is there time?

Doom is just seconds away.

Hurry! Oh, no.

[EXPLOSION]

THE BOSS:
Oh, that crazy madman!

Ahhh! Ahhh! There it is!

The city's still there.

[LAUGHING]

I've had some of my
greatest adventures there.

That man, he's a madman!

We've got a flat tire.

THE BOSS: What?

SCREWNOSE: The tire's flat.

Ah! That's what it was.
The tire was flat.

CLAUDE: I would be
very happy to help you to
put on a fresh rubber tire.

Oh! You're crazy.
I'll do it myself.

THE STRANGER: The Boss has
had enough of Claude's
fixing things.

What's this?
Bound and gagged.

It's False Frank, of course.

That was the day The Boss
had the smoke taken
out of him.

[SIREN WAILING]

You can't do this to me.
I'm an Argentine national.

THE STRANGER: And it's the end
of the road for the mob.

The cops will scarcely
be able to believe their eyes.

The Boss and the henchmen,
all together at one time.

OFFICER 1: Hey, you guys,
it's The Boss
and the henchmen,

all together at one time.

OFFICER 2: At last we got 'em.

OFFICER 3: Did you do this
by yourself, miss?

No, he did.Who?

Where is he?OFFICER 3: Who?

Where'd he go?
He was here a minute ago.

Who?

Why, Frank!

His name is Frank.

THE STRANGER:
They call him Frank.
Somehow, he's become Frank.

Here, now,
the legend of Frank is born.

They tell in the city
of how Frank captured The Boss
and the gang single-handedly,

and freed the town of evil.

The legend will grow.

And people will be secure
in the knowledge that
Frank is always there.

Somewhere, ready to come
flying down the instant
before evil strikes,

to save them.

So, you see, Frank,
you're needed here.

We're all counting on you.

You can't go now.

Frank, stay. Come on, Frank.

Please, stay.

Frank. But Frank goes on,
leaving us all to our
own endings.

But there was one more thing
he had to do.

And so it was that Frank
returned to the river
of his youth.

Bringing with him his hopes,

and his memories,

and his dreams.

They were all together now.

Everyone was proud of Frank.

Ma and Pa were there, too.

And although they felt
that he had changed,

they couldn't tell how.

They just drift onward.

They do not seem to know
where they are going,

nor do they care.

And no one will
ever see them again.