Carry On Spying (1964) - full transcript

A top secret chemical formula has been stolen by STENCH (the Society for the Total Extinction of Non-Conforming Humans), and so Agent Simpkins and his three trainees are hot on the trail, chasing the villains across the world. There are gadgets galore, and disguises are compulsory if the heroes are to win the day from The Fat Man, Dr Milchman and Dr Crow! - stop by if you're interested in the nutritional composition of food


..Yes, speaking... What?!

..Poor old Stark.
What about his formula?

..Damn! I'll get onto it
straight away.

Yes, sir? I want the Chief
Security Officer immediately.

She's on the ball!

Come in!



Thank goodness for that!
I thought I'd been filed for life.

What the hell are you doing? I came
in last night to put files away,

and some stupid over-efficient nit
went and slammed the door on me!

I locked up in here last night. Oh.
Well, nice job you made of it, sir.

If everyone was
as conscientious as you,

we wouldn't need a Secret Service.

Haven't you got anything to do?
Not half, after being in there!

Work! Haven't you got WORK to do?
Oh, yes, chief, rather.

I've got security drill
with the trainee agents, you know.

Get on with it. Don't be like that,
chief. GET OUT!

All right, all right, I'm going.

Ooh! Look what you've done now!
Clumsy! Get out!

That Simpkins. I wish the other
side would make him a good offer.

We've got something more disastrous
to worry about.

Have they forgotten
your elevenses again?

Worse. Pilkington Research
Establishment was broken into.

They got away with Stark's formula.
What! This could be very dangerous.

But how did they get in?
Who was it? Was it...them?

There's only one man capable
of masterminding such
an audacious piece of espionage.


You were right.

One of my agents took Stark's
formula and at midnight tomorrow,
it will be in MY hands.

Trace this call.

You are no doubt baffled as to how
he got in, so I'll give you a clue.

His name is Milchmann.
Just a minute. Milchmann.

Milkman - get it?
I got it. Hello? Hello?

He's rung off. Was it...? Dr Crow.

My God, that devil!

Hello? Well done!

Whitehall 66066? We've got him,
chief. Whitehall 66066.

Find out the address
for that number.

With any luck we'll have him.

Cobley! Sir?
Whitehall 66066 is OUR number!

Great Scot, sir. So it is.

All right, scrap that.

That fiend Crow.
Always too clever for us.

Come in.

Begging your excuse
for in rushing like this,

but here is code message
from Vienna coming.

Yes, all right, go on. That's all.

Not at all sure we should have
foreigners in our coding department.

Listen to this, Cobley.

It's from Carstairs,
my man in Vienna.

Milchmann, repeat Milchmann,
arrived here by air at 10.40.

Great Scot. That's marvellous!

Good old Carstairs, repeat stairs.

We have till midnight tomorrow.
I want every available man there.

Well, what are you waiting for? Well,
I don't think there IS anybody.

What? We're spread pretty thin.

Don't be silly.
There must be somebody.

It's scraping the barrel,
but there is Simpkins.

That's getting underneath the bottom!
But beggars can't be choosers.

We'll send some trainee agents
with him. A marvellous idea.

Trainee agent Harold Crump.

Number? 04733, sir.

You could take care of yourself
in a fight. Have you done judo?

Yes, I have. I was Southern Counties
champion. Really?

I always use my own counters,
little red ones...

Judo, not Ludo, you fool!
Oh, sorry, sir.

Trainee agent Daphne Honeybutt, sir.

Number? 38-22-35. No, your number,
not your vital thingumajigs.

Oh, sorry, sir.
I forgot where I was.

It's 4-7-11.
Have you had any experience?

Oh yes, a little.

Hello. Hello. Agent Bind.

James? No, Charlie. Number?


"0" what? I've no idea. They looked
at me and said, "Oh-oh. Oh."

I see what you mean. I want you
to listen very carefully, men,

because we're being entrusted with
a very important mission here, men.

Excuse me, sir. Yes?
Miss Honeybutt's a woman.

I don't need to be told that, Crump.

In the Secret Service
all personnel are regarded as men.

They all take the same risks, wear
the same clothes, eat the same food,
use the same...password.

Understood? Yes, sir. Don't worry,
I'm quite prepared to forget my sex.

Just so long as the others forget
it too! This mission is liable
to be rough and tough.

Some of us may not get through
but that's the game.

Here's your essential equipment
containing one fake passport,

one set of forged papers,
one bogus identity card,

counterfeit money
and one set of false eyelashes,

all in an imitation leather

But they have got a real zip. We
haven't perfected a phoney one yet.

Thank you, sir. You will draw
your revolvers and holsters
and report back in 30 minutes.

Excuse me, but are we going to have
one of those trick attache cases

with a spring lock? You just press
a button and out pops a huge knife.

We had a spot of bother
with one of them.

One of our agents had to get
into a crowded train
and had to sit on his suitcase.

How do I look? Smashing.

Will you help me with mine? Yes.

You better just put it
in your handbag.

All right, men, if you're ready.

Oh, no!

I hope we don't have to do
much walking because...

You'll do yourself a mischief!
It's supposed to be here,

all ready to get off a slick draw
like that...

I wish they made these
the right way round.

That was wonderful! I'm sure I
won't get my draws off that slickly.

This mission is very important.
The formula must be got back.

You can depend on us.
I'll have to.

There's tough opposition. Dr Crow
heads a subversive organisation.

Known as... What was it, Cobley?

Society For Total Extinction
Of Non-Conforming Humans.

Commonly known as STENCH.

You've issued code names, Simpkins?

Yes, sir. I'm Red Admiral.

Yellow Peril.


Brown Cow! Nothing personal,
just luck of the draw.

Hard luck.
You only have to use your name
for transmissions, not socially.

Here's a list of the offices.

With the call signs which
you will memorise and then destroy.



You haven't memorised that!

I have, sir. Why not? She has.
She's got a photographic memory.

Photographic memory?
You're having me on!

I'm not. Tell them what it said.
All right.

"Top secret.
Call signs of European offices.

"Paris 910 metres.
Call sign - la plume de ma tante.

"Brussels 640 metres.
A pound of sprouts.

"Copenhagen 673 metres.
Call sign - how's your father?

"Berlin 1,250 metres.
Call sign - up your..."

By Jove, she's right!

Remarkable! Congratulations, Cow...
I mean Brown!

That's not all she does, either.

I'm sure of it.

Have you arranged travel?
Of course, chief.

To avoid attention, they're going
by separate and different routes.

On arrival, Carstairs will contact
them with questions and answers

and get their orders. Excellent.

Well, that's it, chaps.

It remains for me to say goodbye.
Thanks. Good luck.

Goodbye. All the best. Goodbye.

Goodbye and good luck.

Goodbye. Goodbye and good luck.

Thank you. Goodbye. Goodbye, sir.

Thank you. All right.

You're going, not me.
Get out of here! Come on.


You can sleep peacefully.
You've chosen the right man.

A cool-headed man
who knows where he's going.

Where are we going? Vienna!

Oh, Vienna! Lovely! I've always
wanted to see Vienna before I die.

Hopefully you'll do both.


What's the matter?
The journey from London to Vienna

by locomotive is uncomfortably long.

Especially on a train
with no corridor.

Cafe Mozart, ten o'clock.

The penalty for smuggling steak
and kidney pudding is excessive.

I put my steak and kidney pudding
in the next man's case.

Cafe Mozart, ten o'clock.


A packet of filter-tipped matches,

I've only got
filter-tipped bootlaces.

I cannot smoke those.
They make me deaf.

Cafe Mozart, ten o'clock.

Oh! Look out, I didn't...

Never mind.

Schnitzelstrasse, that's right.
I've got to wait here

and then... Ooh!

Good evening, darling. You would
like to see my Viennese etchings?

Beg pardon?

You would like to come home
to see my etchings? Oh!

I'm sorry, I'm afraid I cannot

because I have broken my glasses
in two places.

About time. Cafe Mozart at ten.

Where's Carstairs? I am Carstairs.


Run away!

# Too late

# Too late I see

# I was wrong

# We did belong

# Our love was strong

# Too late

# I have no doubt

# I was blind

# Out of my mind

# To lose you

# I thought

# We were just fooling

# And so

# I let you go

# Too late

# After you'd gone

# Then I knew

# Too late I knew

# Our... #
It has almost been too simple.

Their agents were too stupid
to cause me trouble.

Jah, I have it here.

Good. The fat man will contact you
to arrange the meeting place.

Dr Crow, don't forget the 50,000.

The fat man must have that
to get the formula.

I tell you I know what I'm doing!
You wait here, I'll go in first.

Is it all right. No, not yet. Oh.

Oh, good Lord.

I'm so sorry. Clumsy old me!
Don't touch!

Don't be like that. Schweinhund!
You'd think I was after his papers!

You can come in now.

Good evening. My cloak.

May I have your hat?
Thank you very much. Thank you, sir.

Oh, yes! Here!

Never mind.
Hair today, gone tomorrow!


What do we do now?
Split up. You two go in together.

We don't know each other.

Yes, we don't know who you are.

Mum's the word.

I get it, sir. Come on, Daphne.

See you later, Mum!



Good evening. I'd give it a minute.

Are you looking for a table, sir?
Yes, about 3 feet tall,
wearing a tablecloth.

I have one ready for you.
This way, please.

Here we are. I can't sit here,
I don't know these people.

We're complete strangers. Yes,
Mr Simpkins. Yes. Yes, Mr Simpkins.

My information must have been wrong.

Have this table. That's better.

Thank you. There we are. Ta.



Nothing to eat, thank you.

It's only me.
What are you doing under there?

I didn't like the look of the waiter.
He wasn't mad about you. No.

Somebody shot at me. Where?
In the Schnitzelstrasse.

Sounds very painful.
No, they're not very funny.

I don't like this.
Let's join the others. Yes.

Here, here.

Bind was shot at.
Are you talking to us? Yes.

We don't talk to strangers. This is
serious, someone tried to kill him.

I'm being watched. Not surprised.

That's not all, look at this.

Do you think they're on to us?

Don't be silly.
We don't even look British.

Champagne cocktails from the
management. Ooh! Thanks. Very nice!

Excuse me.

Testing, testing.
Ein, zwei, drei, vier, funf.

Peter Piper picked a peck
of pumpernickel.

Danke. Bitte, bitte, I'm sure.

Why did he talk to the light?
Who cares? Champagne cocktails!

Don't touch them!

Why not?
There may be something in them.

There is!
I don't mean the cherry, you fool!

Let me try.
I'll know if there's anything funny.

I've got very sensitive buds.

Hmm. Seems all right.
Still, I'd better try yours.

Oh, thanks.

I don't like the look of yours.

They're OK!

You can't be too careful!

Dr Crow called. Arrange to meet
Milchmann and collect the formula.

Then dispose of him
and proceed as planned.

You'll take care of the British
agents? They will not leave alive.

# The magic of love

# Mysterious magic

# Of

# Love

# The magic of love

# Mysterious magic of love

# I feel it filling me, thrilling me
Willing me up to the heavens above

# This feeling sublime

# Our hearts... #
Don't let nothing distract you.

Especially women. They're the worst.

Don't have nothing to do with them.

Oh, hello!

# ..To see

# If you come closer to me

# But I'll be... #
Ooh, charming(!)

You can't trust no-one.

Look, that was my last one.
I say, excuse me, miss.

Can I have some cigarettes? Here.

Not those. They're the ones with
something in them. I'll have... No!

You won't like them.
Thank you, dear.

She tried to give me some dope
cigarettes. Like I keep saying,

you've got to...
Keep your wits about you. Yes.

Look at that!

There's a message.


"Lever's warehouse at midnight."
It must be from Carstairs.

I told you. Let's go! With
the compliments of the management.

See? We've got time for a quick one.

I'll taste it first. No, it's not
fair you keep risking your life.

I'll try these.

All right.

You see? Perfectly all...

Ugh! Daphne!

I don't like this.


Create a diversion,
I'll get her back to the hotel.

How will we get out?
He's right. It's the only way.

BIND: Well done!
Good night.

Huh-uh. Oh.

Oh, let me see. Um...

First aid... Shock.

Keep the patient warm.
Keep them warm at all costs.

Loosen clothing completely.

Oh! What are you doing? It's OK.
Shh. I'm loosening your clothing.

Oh. What?! You had a nasty shock,
there was something in your drink.

Oh. Oh, yes.

I remember. We got that message,
"The warehouse at midnight." Yes.

We'd better go. No, Daphne, no.
You must stay and keep loose.

I...I mean stay here and keep warm.
The others will go, it's all right.

What if something's happened? Oh.

Oh, well, I...
I suppose I'd better go then

Yes, I suppose you had better go.
Thanks for looking after me, Harold.

That's all right, Daphne.

It was nothing, really.
I love looking after...

Better go.

I'd better go, Daphne. I'm coming!


Anyone there?

Get back! There's someone there.

Carstairs? No, it's a small man
standing on one leg.

Probably Milchmann. All right, Bind,

leave him to me.
I don't want any arguments.

I'm going to get that dirty rat.

He's mine. Do you understand? Mine!
I don't want him.

Ooh, coward.

Ohh! Oww! Ohh!

I haven't done that since I played
cricket last. It's agony.

I'm not surprised, it's an iron post.
How was I to know?


Look what it's done to my pistol.
You can shoot round corners.

No, stop messing about. Come on.

Where to? Inside of course.
Should we wait for Harold?

It said midnight
and it's past that now.

It's locked.


You'll have to give me a leg up.

Right. Right. That's it.

Oh! What's the matter?
Don't you know walls have ears?

So have I and you just
put your foot in one. Ssh!

I'll have to force it.



What did you say? Open the window.

It's open. I know it is...
Never mind. Don't just stand there.

Go round the front and give
us a bunk. Oh! Give us a hand!

Oh! Fool!

Are you all right? Yes, I love
having windows slammed on my head.

I didn't realise what you were doing.
I was trying to get inside.

Why didn't you go through that door?
You don't tell anybody, do you?

I know when to keep my mouth shut.
Fine Secret Service agent you are!

What are in these crates?

Carnival novelties.
What a lovely place to have a party.

AAH! Ssh! Be quiet. The place may
be full of STENCH men.

Spread out, follow me
and don't make a sound.



For goodness sake, keep quiet.


Do you think anybody heard us?
Oh no.

If they did I expect they only
thought it was two idiots charging
around like carnival queens!

If you're getting personal,
I'm going. Ssh!

Somebody's in trouble. Come on.

Sir! Here he is. Ah, my friend.
Got you! The game's up.

Sir, I think he's dead.
I don't care.

He's not getting away with it.
The game's up. What's your name?

What is your name?


Milchmann. What did I tell you?

All right, Milchmann.
Admit it, you're not dead, are you?

It doesn't matter if he is.
Get the formula and let's get out.
All right, don't rush me.

All right, my friend, where is it?
Where is the formula?


They got it. Who got it?

He's called... You'd better get
this down. He's called... Ooh, aah.


Would you mind repeating that?
Ooh, aah, ooh...aah.

Sounds as though the Chinese
are mixed up in this. No.

He's known as the Fat Man. Fat Man.

Go to Algiers. Cafe...

In Street Of A Thousand...


- Sir, I think he's gone.
- Street Of A Thousand what?

I don't know, but whatever
they are, that's where we're going.

Harold, I don't think
we ought to be doing this.

Somebody might come in. It's all
right, Daphne, the door's locked.

It doesn't seem right.

We've got to tell the Chief.
I think I've made contact.
Red Admiral calling Bosh. Come in.


Red Admiral, sir.
Red Admiral! I'll take it.

Red Admiral.

Red Admiral!

It's Number One here.

I say it's NUMBER ONE here!
Where are you?


What are you doing in Algiers?!

Ah, I thought you'd be surprised,

It's a long story. I don't know
what became of your man, Carstairs.
He didn't turn up.

What?! They've lost Carstairs.

Who's got the formula? The Fat Man.

The Fat Man. We've heard of him.
Where do you find him?

The cafe in
the Street Of A Thousand.

In the Street Of A Thousand what?

Your guess is as good as mine.
Probably in the old city somewhere.
The kasbah.

The kasbah. Repeat bah.

I've got his dossier here.

I'll give you all the information.

You'd better get this down.
Emil Fauzak, I spell...

I know you do. SPELL, MAN!


Known as the Fat Man.

Description - male.

Male. Male. Male.

Fat. Fat. Fat. Fat.

Is that all? I'm afraid so, Chief.

He's got a very small dossier.

Very small dossier. Very small
dossier. Very small dossier.

Habits - fond of good living,
wine, women and...

..So on.

Fond of good living, wine,
women and so on. That's all.

Keep trying to contact Carstairs.
He can't have vanished.

He may be working solo.
Shall I get Simpkins back? No.

Get Carstairs to sort them out
and go after the Fat Man himself.

Hello, Vienna?

This is what we're going to do.
We're going to split up and search
this town from top to bottom.

Crump, take the top. I'll take the
middle and Bind... I can imagine.

What about me? Oh, yes. Let's see.

Oh, no, sir. I don't think
Daphne should go out alone here.

Very funny things can happen
to white women. Ooh, really? What?

I don't want you ending up
in a harem with 50 other women.

Oh, I should think not.
That's silly. I know the Fat Man
better than any of you.

I took mental pictures
of everyone in Cafe Mozart.

No, dear, they're funny about women
out here, especially white women.
Detergent lot!

No, dear, you'd better stay
in your room like a good girl.

I want to do my bit! Well, you'll
have to do your bit in your room!


Right, lads, let's get cracking.

We'll need radio transmitters
and disguises.

Ooh, yes.

Very cosmopolitan.

Now for the hat.

Ooh! I beg your pardon, miss.

I didn't know it was engaged.

Daphne's gone. Isn't she
in her room? No, I looked in there.

I bet she's gone to the kasbah.

No, I've looked in there too.
I've looked all over the hotel.

It's those STENCH people.
If they've got her, I'll...

All right, all right.

I'll join you.
I'll just get my hat.

Brown Cow to Red Admiral. Brown Cow
to Red Admiral. Come in, please.

Where are you, Red Admiral?

Excuse me, officer, I'm looking
for a woman. Come with me, sir.

I got very pretty sister.
Ooh, no! I mean...

Excuse me.

Red Admiral here. Red Admiral here.
Who is it? Brown Cow here.

Where are you?
We've been looking for you.

I've found the Fat Man in a cafe in
the Street Of A Thousand Artisans.

Artisans, ooh, yes. When you
come to think of it. It couldn't
be anything else, could it?

Shall I tackle him now? No! Keep
him in sight until we get there.

Over and out.

Red Admiral calling Bluebottle.
Bluebottle, come in.



Hello, Bluebottle here. What?

She has? That's marvellous.

Good old, Daph. I told you she was
wonderful, sir... Yes, all right.

I'll be there.

It's all happening.

It's the snakes... Aah!

When you've quite finished,
that's my bed.

Terribly sorry.

Over there. He's fat all right.

And he was in Cafe Mozart.
It's him all right.


Are you all right, Daphne.
It's Ali Baba!

Put your snake away.
Look, he's going.

Where's Bind? I think we're better
off without him. We were. Look.

I'm awfully sorry. So clumsy.
Allow me.

There. One moment!

You mustn't forget these.

You might have said thank you.
Some people...

I do beg your pardon.

It's me. You fool.
Of course it is. It's the hat!

- Did you find the Fat Man?
- That was him you were talking to.

Ooh. Oh, come on.

Pretend to be buying something.

He went in there.

Hakim's Fun House. They've
a place like that in Blackpool.
I'll look it up in the guide book.

It's bound to have a list.
Oh, yes. Hakim's Fun House... Ooh.

What is it? I suppose you could
call it a sort of hotel.

A hotel. How many stars? No stars,
just five exclamation marks!

Let's go in. No, wait a minute.
I'd better handle this.

Good afternoon, sir...or madam.

We'd like some fun, please.
You are members? No. Go in peace.

We've got luncheon vouchers.

You would like your throat
slit from ear to ear?

No, not for lunch, I don't think!
Go in peace.

We're not wanted here, sir.
There must be another way in.

That's the way to get in.
But they're women. So am I!

Yes, she is.

It's not safe for Daphne to go in.
But we've got to get the formula.

He might be handing it over now.
You're right.

We'll have to get you some
different clothes. You can't.
It's not safe. I'm going with her.

I never felt so silly. No, you look
lovely. Full of Eastern promise!

It's like being inside a letter box.

What's the matter with you?
When's the last collection?!

You'll be all right.


Ah, Fatima, Monsieur.
Elle est tres gentille. Formidable.

And she's a lovely wee singer.

What are we going to do? Go in.

Go in? Go on.

Take your things off.

You as well.

That one.

Ooh! What are they up to in there?

Oh, no! Excuse me, sir, please.

Oh! Sorry. I thought it might
be someone we knew.



You know why I picked you,
my little flower?

I suppose it's because
you like picking little flowers!

No. It's because your skin
is so white.

I like white skins.

The whiter the better. Oh.

What's the matter?
Nothing. I was thinking of
something someone said, that's all.

# Yavadi ya vadi... #

You mustn't think,
my little flower. Relax.

We haven't got much time.

I have a very important
appointment soon.

# Vey vadi vey... #

Do we have to have her in here?
Yes, she's my best friend.

I'm her best friend.
We go everywhere together.

I know. But it's time
you and I were alone.

# Dee doi dee dee dee
Hey ha-ha-ha he-he-he... #

Enough! Go away!

You'll be sorry.
Most men find her very exciting.


In what way? Well...


All right, my dear, let me see
your shimmy. Certainly not.

Your dance, Harriet. Harriet?

Excuse me, please.

Like this.

Come over here. I want to see you.

What's the matter? He's got
the formula. You contact Simpkins
and I'll keep him occupied.

Bluebottle to Red Admiral.
Bluebottle to Red Admiral.

Come in, Red Admiral.

Red Admiral here. What's going on?


Oh! Ha-ha-ha.

Daphne's with him and he's got
the formula. Is she getting it?


No, but she will any minute now.
You've got to do something.

It's mad here! Perhaps YOU'll be
more co-operative.

I'm all ready. When he answers,
say something really rude,

something to make him rush out
angrily. Something rude? Yes, rude.

Manure. No, like the Arabs do it!

Insult his father. They hate that!

Hello. Your father's an illegitimate
son of flea-picker's daughter.

You know my father? Come in, friend.
No, you come out here and I'll tell
you what your mother was. Really?

So, you knew my mother?
Yes, she was a...

Go in peace.


Come on! A fruit machine -
I can't resist them.

We've got to find Harold and Daphne.
All right.

Hawalaza mussa pushti khazi.

Well, they should put a notice on,
shouldn't they?!


Oh, oh!

You feeling
a little bit more amorous now?

No, you lie back and have a rest.

Lift your head and I'll give you
a cushion. Oh! Anyone for tennis?

That's much better.
YOU smoke, come on. No, no.

Have a little smoke. I'm trying to
give it up. Give it to him, er, her.


Ssh! There's someone coming!


We'll get it out of you.
We'll wrench it out of you.

Fatty, where is it? Down
the corridor, first on the right.

Hand it over
or I'll shoot you where you sit.

Oh, no, not where he sits!

Right. Ah-ah-ah! No-one leave this
room for an hour or you'll be shot.

Well done, Harold. Now.

What's going on?
That man's got the formula!

Ah-ha! So, that's your game, is it?
Hand it over. I've got you covered.

I've got buildings all round
the men! Oh, no! No, not you again!

Yes, it's me! Hand it over.
You can't get away.

I'm not afraid to use this.

Use that? Get out of my way,
you fool!

You stupid imbecile! I am...

Good shot, sir!

Oh, no, you don't!



Come on!

It's time.

RADIO: So, my fat friend,
you have failed me.

I shouldn't have trusted one
with such a weakness
for pleasures of the flesh.

It wasn't my fault, Doctor.

Yes, it was! You were outwitted by
the most stupid agents in Britain -

four imbeciles!
You know the penalty for failure.


Please, Doctor,
give me another chance.

Stop grovelling and listen to me!

The British agents are returning
to London by the Orient Express.

You will join the train at Trieste.

I want that formula and I want THEM
or you will die!

Yes, I will get them, I promise you
that. I will make no more mistakes.

I'm putting someone in charge of
this operation whom I can trust.

Open the door.

Go on, pig, open it!
There's nobody there.

Do what I say, you fool!

Here's to the success of our first
assignment. ALL: Cheers! To us.

Lovely. Good luck.

It's a very good year.
I couldn't have carried it off
without your help.

I still don't see why we're going by
train. We're not dealing with mugs.

They'll try and get this back.

That's why I thought we should have
gone by air cos it's quicker.

In this game, it's all about
trying to outthink the other side.

They think we WOULD be going by air
so we fool them by going by rail.

On the other hand, being smart,

they think we WOULD think
they'd think that,

so we, being smarter, outthink them

by doing what they didn't think
we'd think to do when we thought of
it. But why are we going by train?

Because I get air sick.
Now, drink your wine.

So, no-one will have followed us
onto this train? Not a chance!

Well, who's that sitting opposite?


I think she wants us to follow her.

We don't know which side's she's on.
Well, I'm not fussy.

We're not going to take any chances.

We'll go straight to our sleeping
compartments and lock ourselves in.



Excuse me, Miss.

Miss? Oh, sorry!

I don't want to disturb...

Ssh! Think of the neighbours...
Oh, you!

I thought it was one of those awful
men! I AM one of those awful men!

I've had such a terrible time.
I can't take any more.

Well, don't you take any more, but
I'd be happy if you didn't take it
somewhere else as this is MY berth.

I'm terribly sorry.
I had nowhere else to go.

Oh, there, there. Don't cry. Let me
dry your eyes for you. Thank you.

You know, the moment I saw you,
I knew you'd be kind and help me.
You did?

Yes. You see, I'm in real trouble.

You carry on like that and we'll
both be in trouble. You've been
following me, haven't you?

Yes. I owe you an explanation.

Yes, it had better be a good one.

I'm a reasonable man,
but don't try to fool me.

I saw you in Vienna
and fell in love with you.
That sounds reasonable to me.

I came here tonight to warn you.

You have something many people
are after. I suppose I have.

I mean the formula.
How did you know about that?

They're on the train
and they'll kill you.

Why should anyone want to kill ME?
Look in the corridor.

You're right. What shall I do?

Give the formula to me.
I'll look after it for you. Yes.

What a good idea.
No, I've got a better idea.

We'll stay here all night
with the door bolted.

The formula would be safer with me.

You're supposed to be on MY side,
aren't you? Give me the formula.


You thought you'd get
the better of me, but you have
to get up earlier than that! Stop.

I'd rather fight them than you.
Not THAT way!

What happened? He's gone.
With the formula?

So, I'm not the only one
who makes mistakes, huh?


Oh, hello there.

Oh, make for the door.

Gracious me. Get in.

What on earth were you doing
out there?

I thought I'd take a walk! Eh?
What do you think I was doing?

I asked YOU that! The whole train's
swarming with Dr Crow's agents.

You and your outthinking! Come on!
I have to get my trousers on.


Come on.

After them!

All change. Everybody out.
All Change. Everybody out.

All change. Everybody out.
All Change. Everybody out.



The buffet car. We can't go further.
Why don't we pull the chain?

It's OK when the train's in the
station. No! Pull that and it's a
£10 fine. We can't just stand here.

YOU can. Hold them off
for a few minutes. Me? You.

Remember it's for England.
Good luck!

Harold, Daphne, the worst
has happened. How dare you!

We were only kissing.
I'm not talking about YOU!
The train's full of STENCH men.

Where are they?
How long have we got?

As long as Bind can hold them back.

Dear Mother, this is probably
the last letter you'll get from me.

Hoping it finds you...
as it leaves me.

There's one. Get him! You stand
back there. I've got a gun!

I've got a gun, I tell you!



What are you doing here?
I told you to hold them off.

I can't hold them off and these up
at the same time. What can we do?

All we can do is destroy the
formula. But there's only one copy.

But I can photograph them first.

Of course!


How ARE we going to destroy
the formula? I know!

Waiter, four soups, please.

Well done, Daphne. You're a gem!


Oh, pardon.
I'm going to make you sick.

That shouldn't be very difficult!

Right, in you go.
But I don't want to go. Go on.

Well, when you gotta go,
you gotta go.

Bargain basement - kitchen ware,
underwear, camping equipment...

It must be their headquarters.
Or their hind quarters!

Halt! You will take the girl,
Honeybutt, to Dr Crow. No!

Come, the leader is waiting.

We will take the three men to
cell ten. And do not try to resist.

Oh, don't worry, I won't!
Oh, Chief.

Yes, Miss Honeybutt.
Or may I call you Brown Cow?

I am Dr Crow. You are surprised?

Yes, I am!
I expected you to be a man!

Or a woman. I am both,

the first of a new super-race, with
the combined mental and physical
endowments of a man AND a woman.

You must have difficulty
with clothes. Enough!

I'm prepared to be lenient with you

if you will tell me the details
of Stark's formula.

We destroyed it. But not before you
used your photographic memory on it.

And I have ways of unlocking
the innermost secrets of the mind.

Nasty ways.

I'll never tell.
I'll see you in hell first!

You cannot pit yourself against
STENCH. STENCH is invincible!
Take her to the interrogation room.

Why don't you sit down? I feel
dizzy. How can I when I think
of what they're doing to Daphne?

I just wouldn't think about it.

After all, they can only torture
her, like pull her nails out.


Or pull her arms and legs out...
Shut up! I can't stand it!

I've got to get out!
I've got to get out!

Let me out! Let me...

Look what you've done.
They'll make us pay for it.

Enough. Stop the optical device.

You are now completely hypnotised.

You will do anything I tell you.

Open your mouth.

You understand what you have to do?

Right. Now.

Argh! Isn't that what you wanted?

I will make you pay for this!
Start the sonic device.

What are you doing? The person
in the next cell might be able
to get a message out for us.

Listen! He's answering!

It's Morse code. Get a pen.



What does it say?
Dash, dot, dot, dash...

What does it mean?
I don't know.

Give it to me! "Please stop that
banging. I'm trying to sleep."
You nit!

Wake up! Wake up!

Now, you will repeat the formula.

Good. Start the tape recorder.

Now, begin.

Water. Water. Karl, some water.


That's better. What now? No-one's
survived the sonic device before.

I'm used to noise. I was in a band.
Start the brain disintegrator.


How's it going? Fine.

Here's another load.

We'll never do it.
We're just about to break through.

I reckon I've gone 30 feet.

I've done it!

I'm free! I'm free!

Mr Simpkins! Charlie!
You can come out now.

We're free! We're free!

I must have made
a slight miscalculation.

Take it away.

You are in my power.
I'm in your power.

You will answer my questions.
You will answer my questions.

No, you will answer my questions.

What's your name? You're in my power.
I'm in YOUR power. What's your name?

My name is Dr Crow. What's your job?

I am head of STENCH,
an organisation designed to rule...

What am I saying? YOU should be
answering the questions!

What do you want to know? What's
the formula? You are in my power.

I give up!
I can do nothing with this monster.

Can I go now then, please? Yes, go!

We must have another chat sometime.
It was most...

Top secret formula X, page one.

Quick, start the tape recorder.

Improved process for immediate
production of hydroformulin.

Take one tablespoon of nitroglycol
and three of amestate sulphamine...

Get down there or the guard
will see you when he comes in.

There's a draft. Where's it coming
from? I know where it's going TO!

Go on. Shut up!
All right, Bind, now.

Guard, come quick,
someone's escaping!


He went down that way.
Shall I take your stick? Thanks.

Down there he went.
You'll have to hurry up.

I'm up and down like a yo-yo.

Here's your stick back.

This solution is kept at
a temperature of minus 300 degrees
centigrade for 48 hours.

Then it's ready for immediate use.
I have the formula.

They've got everything on tape. If
they've touched her I'll kill them.

Where's the tape? Ooh!

Come on, Daphne, quick! I've got it.


After them!

What's happened?
The British agents have escaped.

Look, there they are.

Which way now?

Eena meena mina mo.
We haven't got time.

BOTH: This way!

No, Sir! In future, I'll make
the decisions. I'm sorry, go ahead.

What were we trying to decide?

Let's get out of here! Come on!

Which way did they go? Look!

Wait! What? I've dropped
one of me spools! Oh, no!

We'll have to go back. But, sir...

Thanks. That's all right. Here!
Oh, no you don't!

Stop or I'll shoot. Duck!

Fools! Idiots! Ha-ha!


Is there nobody stop them?

This way!

Looks as if you're beaten.
No, Lila,

they'll never get out that way.

Looks as though we've had it.

Daphne, will you marry me?
Yes, of course.

Ask her to marry you
when she's in trouble!

Oh, look! Ooh!

On the back.
That's right, now all get on.

That's right. Oh!

I'm on!

This is smashing!
I wonder where it goes to.

Never mind.
It's going faster than they are!

Look! They've stopped chasing us!

Ah! Ha-ha-ha! Yah!

Poor fools! They're going straight
to the automation area.

You must stop them.

I'm afraid that's out of my hands.

Everything that happens in that area
is controlled by this tape.

What will happen to them?
It should be interesting. Watch.


Daphne! Come on, dear!


Where are we?

Looks like a factory.

Oh! Ooh!

I wonder what they're making.

Mincemeat - look!

Oh! Ah! Argh!

Oh! Argh! Oh!

This is horrible!

Oh! Oh!

Argh! Argh!



I've heard of a wash and brush up,
but this is ridiculous!

They can't survive.


CROW: That's incredible!

It's sensitive to foreign matter.
Are they safe?

Don't worry.
They'll never get out of there alive.

Oh! Oh, dear! That's the way out!

Come on!

Impossible! They have charmed lives!

What happens to the metal now?

They are hardened by being
immersed in a vat of acid

at a temperature of 300 degrees.

Looks like we're frying tonight.
You'd think they'd batter us first.

Ooh! You would have to open
your big mouth.

In 20 seconds, the first will die.
Haven't you forgotten something?

He still has the tape.
My dear Lila,

you're not foolish enough to believe
I only took one recording?

This tape was recorded

Please be quiet,
I wish to enjoy this.

That's far enough, doctor.

What? Are you mad?

Stop the machine or I'll kill you.

Don't it make you sick?
What a place to break down!

They do keep us hanging about.

I'll take the tape, thank you.

You won't get away with this.

How do we get them out of there?

The only way
is to reverse the entire process.

Then reverse it.

And quickly.


Oh! Oh!


Oh! Agh!

Agh! Oh! Argh!

Argh! Argh!



Oh! Ah!

What happened?
Where are we? What happened?

Over here.
This lift leads to the surface.

Doctor, in you go. You won't get
away with this. STENCH is invincible.

STENCH is... Shut up and get in!
Little stinker!

I say, have you noticed that?

Shall we? Yes, let's!

Watch this!

Oh, look!

Where will we come out? Don't worry.
Now you're on our side,
I can see more of you.

Didn't you see enough of me?
Don't! I'm embarrassed!

I'm not on your side. Oh.
I work for another organisation.

Would you like to join?
That depends. What is it?

Society for Neutralisation Of Germs.
Commonly called SNOG.

I always wanted to do some snogging.
Stop it!

That's the place.
I had it in my hands, chief.

Those damned idiots came in
and the...

Oh, what's the use?
The formula's gone, so have they.

Come in!

(Some people!)

What the...?

(It can't be.)

Ooh! Who'd have thought
we'd come out here!

Back in the old place!
Where have you come from?

Their headquarters.
This is Dr Crow!

There! No, don't laugh.
She can't help it, poor thing.

You mean it's beneath this building?

But don't worry, as we were leaving,
we saw a sign which said, "Pl..."

Oh, dear!

Here, Harold, stop it!
Someone might see!