Trading Places (1983) - full transcript

Louis Winthorpe is a businessman who works for commodities brokerage firm of Duke and Duke owned by the brothers Mortimer and Randolph Duke. Now they bicker over the most trivial of matters and what they are bickering about is whether it's a person's environment or heredity that determines how well they will do in life. When Winthorpe bumps into Billy Ray Valentine, a street hustler and assumes he is trying to rob him, he has him arrested. Upon seeing how different the two men are, the brothers decide to make a wager as to what would happen if Winthorpe loses his job, his home and is shunned by everyone he knows and if Valentine was given Winthorpe's job. So they proceed to have Winthorpe arrested and to be placed in a compromising position in front of his girlfriend. So all he has to rely on is the hooker who was hired to ruin him.

* 'Round 'round running 'round

* 'Round 'round running 'round

* Heading down a long long
road upon my roller skates

* Getting where the
sun don't stop to shine

* You can call me Rosco 'cause

* The other name I hate

* Getting in the middle
of all that trouble again

* I always stop and smile
at all the pretty ladies

* And they all like to
stop and smile back at me

* But you can bet
your bottom dollar

* I will end up in a mess

* Fighting with
someone who bothered me

* 'Round 'round running 'round

* 'Round 'round running 'round

* Sitting in a burger bar
just keeping to myself

* Eating quarter
pounders is my game

* You can call me Doug but
don't annoy me or you'll be

* In the middle of
all that trouble again

* When just about to eat.

- Hi!
- Hi!

- Where you headed?
- That a way.

- Going south?
- Uh huh!

Can you give me a ride?

That's why I stopped.

Be right back.

I'll be waiting.

* He started fooling
with his voice

* And we all ended in a mess

* Fighting with
someone who bothered us

* 'Round 'round running 'round

* 'Round 'round running 'round.

- Where?
- Yoohoo!


* 'Round 'round running 'round

* 'Round 'round running 'round

* 'Round 'round running 'round.



Son of a bitch.

Hey, you got a minute?

I gotta talk to you.

I'm having a hell
of a tough road,

everybody's driving me nuts.

The same thing in the kitchen,

at the movie house last night.

I (mumbles) but
every place I go,

everybody is driving me nuts.

Yeah, life is tough.

Call this justice, huh?

Poor guy like me
makes one mistake.

It was an accident.

And I get life.

You know what happened, right?

I was down by the
yard up on the green...

I know what happened.

Judge probably figured
you dropping the catapult

on your mother in
law's head was wrong.

So he had to get
formal about it.

But I thought it was my wife!

I said I was sorry afterward.

She was too
squashed to hear you.

Yeah, I guess you're right.

Did I ever tell you
why I'm in here?

See actually it was a prank
and I had a lousy lawyer...

[Guard] O'Riordan to
the warden's office.

I think that's for you.


Nice talking to you.

When you come back I'll
tell you why I'm in here.

No, this is not
Caesar's Palace.

This is state penitentiary,
that's what it is.


Now look where am I gonna
find two single quiet rooms

with a bath?

No I don't give two
hoots what the governor

of the state has to say, even
though they are nice guys.

Look, the best I can do
is a double with no bath.

Take it or leave it.

That's what?

Well look yes, it'll be
vacant this afternoon

and you can have
it for a few days.

I'm expecting a couple
of lifers in Saturday.

I don't know where to put them.

That's right.


O'Riordan's here, sir.

Yeah, alright, bring him
in, I'll only be a minute.


Hello, yes, I can't help you.

Look, well do the
best you can will you?

Because this isn't the only
prison in the state, you know.

How are you Doug?

Sit down.

No thanks.

Tough life?


Oh no, not for you.

You're free, as of now.

Free sir?

There was two weeks...

I got some newcomers
coming in, I need the room.

I mean you been taking
up too much space.

Plus the kitchen's
been working overtime

since you been here.

You almost cost the
state more money

than the entire space program.

That right?

You deserve it.

Believe me, for putting
up with old Tim.

Yeah, poor old Tim.

Still insisting he's innocent.

Yeah, well it's a pity
that his mother in law

insists on staying dead.

Alright Doug.

Now I want you to pack your bags

and pass through
administration, see,

and get your ass
outta here, okay?

Thanks sir.

Give 'em this form,
and it'll pass him

right through administration.

Yes sir.

- Doug, been great.
- Thank you sir.

You're welcome.

I finished my
comic, you want it?

It's Superman.

Well, isn't this nice of
you, I haven't read this one.

See ya.

- Say Doug?
- Yes?

If another yacht bothers
you while you're fishing,

don't sink it.

Not again, sir.

Bastard, I'll fix you.

Just wait and see.

(cries out)

(mellow country rock music)

Gimme another.

I'll be driving and them
bugs keep messing my screen.

Chili and coffee.


I've taken out some
heavies in my time,

but husky Joe, he
was something else.

Man, he was tough.

How did it start?

How'd you beat him?

He said I couldn't unload
my truck 'cause I was late.

He said them's the rules.

I said I don't give a frog's
fanny about rules I said.

I'm unloading my truck and
nobody's gonna stop me.

I started to get out and
Husky, he tells me to split

or he take my
backbone in a mincer.

And before he finishes
talking I spin around,

reach up and grab his
throat and drive his nose

through his gray matter.


[Blonde Man] I'd
like to have seen that.

And two of his boys
arrived, Jack the Bear

and Caterpillar Nick.

Hey, I know them.

Animals man, animals.

They were all over
me, all over me.

I shook 'em off, I reached
down, I grabbed my knife

and I started cutting 'em up.

Their old ladies, they're
wearing black now.

[Blonde Man] Must've
been some fight.

Here, choke on it.


Gimme another one.

Hey, give us
another beer, now.

You can wait 'til I
finish cooking a hamburger.

I said now, garbage mouth
can wait for his hamburger.

What did you say?

You talking to me?


What are you
crazy or something?

You ever tried driving a truck

with your arms in plaster?

Hey, forget it.

He didn't mean what he said.

Now my buddy here will
apologize and that'll end it.

Apologize nothin'!

Who asked you anyway, heh?

Hey listen butso,
want another hamburger

you're gonna need your teeth
so just sit on your high chair

and cool it!

- Hey that's funny.
- (laughing)



Hey you guys,
just keep it quiet.

I don't want no trouble
in this place or I'm...


Now for some laughs.

Sorry to disappoint you,

but I'm gonna be the only
one laughing around here.


(light country music)

Why aren't you laughing?

Funny, eh?

[Blonde Man] You're gonna
hit me right in the face,

aren't you?

- Hey!
- (shouting)




Hey, you finished
them off in no time.

You could say.

Real thrash, huh?

You could say that too.

Hey, no way man, food's on me.

Alright, never
refuse a free meal.

Great rigs, aren't they?


Where you headed?


How about a ride?

Why not?

Tough life spending
all day on wheels.

Where you from?


You wanna put your
legs up it's no problem.


- Where's the keys?
- Huh?

In the ignition.

Oh yeah.

(truck rumbling)

Rosco Frazer.

Oh yeah, Doug O'Riordan.

Okay Doug, let's hit the road.

Here we go.


Hello, operator.

Gimme the fuzz, gimme the
flatfeet, gimme the cops.

Gimme the police.

(easy music)

Hey, come this way often?

First time, I
usually hit the north.

Can't say I'm crazy
about the view.

Don't worry, up
the road, worse.

(sirens wailing)

Hey, something's happened,
turn on the radio.

[Radio Announcer]
Intensive care.

X-rays revealed multiple
fractures throughout the body.

Doctors say the three
men will be hospitalized

for at least 90 days.

In the words of Dr. Forbes
of the orthopedic department,

it would be a lot easier
to restore chopped liver

to its original form.

The owner, who was the first
to regain consciousness

and call the police, said
the attackers numbered

no more than two.

Doctors say the poor man is
still in a state of shock.

Sheriff Cooley, the officer in
charge of the investigation,

is convinced the gang
of truck hijackers

consists of at least 10 men.

He went on to say the
hunt for these criminals

will go on until they are

safely locked behind
bars for life.

And now it's back to...

What a messed up
world we live in.

(sirens wailing)


So, big deal.

We've got nothing
to worry about.



The door.

I'd say you were speeding.


What are you talking
about, officer?

That leader was good on 50.

Get outta here.

Let me see your
driver's license.

Your log book, your
cargo manifest.

You know, where you're coming
from and where you're going.

You want anything else?

Not at the moment.

What do you want?

The papers.

What papers?

Log book, cargo manifest,
insurance, the papers.

Why are you asking me?

Why am I asking you?

It's your truck, isn't it?


Wait a minute.

All I did was ask you for a ride

and you said, "Why not?"

- You said...
- (gun cocking)

Now you just come
out with your hands up.

How you doing officer?

Shut up!

Get up!

Get up and get
against the truck!

Come on, get up there!

Spread 'em!


Hey, watch it.

I just hitched a
ride with him, officer.

By the way, thanks
a lot for nothing.

Hey, what are you, deaf?

I told you to shut up!

I'm clean, officer.

I'm just a roller bum.

Yeah well your roller
bumming days are over buddy

for about the next 15 years.

[Doug] 15 years, are you...

Get your hands up!

Get your hands up.

15 years if the
judge likes you.

Now turn around and
keep your hands up.

They led us a nice
little chase, eh Jim?

We been after you
guys for months.


Get your hands up!

There's been a
misunderstanding, officer.

Ho ho ho.

Is that what you call it?

We call it truck
hijacking, aggression,

willful damage to private
property, criminal association.

Alright you guys, freeze!

Or I'll blow you
to hell and back.

Drop the hardware.

And no turning around if
you know what's good for ya.

Now put your hands up.


You too, trash can!

Wanna get us killed?

Do what they say!


Wilbur, I really think
we should be leaving.

You're quite right, Alice.

Okay you cops, in the truck.

And you, ape, open the back.

The man's talking to
you, you better do it.

Start walking, and
keep facing the truck.

Sorry fellas, this ain't a
crime bust, it's a cop bust.

Okay coppers, get in.

Shut the door.

What do you
think you're doing?


No, no don't shoot!

I don't wanna die!

(gun firing)



My god, they shot him!

(upbeat music)

(sirens wailing)

What are you so worried about?

As far as the cops
are concerned,

we're just a couple of
missing dead bodies.

You oughta kill that siren

or they're gonna find one of
those missing dead bodies now.

Any idea where to go?

You go your way, I go mine.

Oh, you're a loner.

Can't stand the sight of
my own face in the mirror.

Ah, I see what you mean.

Where do you wanna go?

The furthest
from you possible.


Hell of a place, I've
never been there.

I'll go with ya.

[Doug] Sure you will, blue
eyes, over my dead body.

Hey baby, what's the
first plane to Chattanooga?

TWA, 504 in 50 minutes.

Thanks blondie.

Could you tell me the next
plane to Detroit, please?

That would be Pan Am,
flight 116 at 12:35.

Thank you.

What's the first
plane outta here?

That would be Eastern
Airlines to Miami in 10 minutes.

But don't mention it!

[Announcer] This
is the last call

for Eastern Flight 405, now
boarding at gate 14 for Miami.

Mr. Steinberg and Mason
are kindly requested

to pick up the tickets
at the Eastern desk

and proceed immediately
to departure gate 14.

Mr. Steinberg and Mason,
please pick up your tickets

at the Eastern desk
and proceed to gate 14.

Excuse me, I'd
like a ticket to...

I'd like a ticket
for Miami, please.

I'm sorry sir, but the
Miami flight is fully booked.

They just called us if
you could check it please.

- Okay, oh yeah, Mr.
- Steinberg and Mason?

Yes, I'm Steinberg
and this is Mr. Mason.

Okay, here you
are, first class,

but you better hurry before
you miss your flight.


Okay, you're welcome.

Come on Perry, let's go.

- Thanks.
- Thank you.


Mr. Steinberg and Mason?

- Yeah, that's us.
- Yeah.

This way please.

(light music)

Fasten your belt please sir.


Hey, she means this one.

Oh, right.

His first flight.

Well if you need
anything, just call.

Did you get it?

If you need anything,
just press this button

and the stewardess
will come running.

But if you have to throw up,

you use this bag, alright?

Come on, that's a doggie bag.

Hey, they closed the
door, I feel cooped in.

That's what they
usually close, the door.

Before takeoff.


Something tells me
it's been a bungle.

Yeah, K1 is gonna be real mad.



What's happening?

Beats me.

Would you follow me please?

That's it, the party's over.

Guess so.


One minute more and
you woulda missed us.

Well it wasn't my fault.

My flight from
Washington was late.

Anything else?

Oh yeah, I almost
forgot, figures.

Here's the key for the attache
case and for the cuffs.


Good luck fellas, good luck.

Oh, there is one thing.

Can I ask you guys a favor?

Please do not put in your report

that I was late getting here.

Okay, just this once.

Okay, thanks a
lot, appreciate it.

Are we gonna open it?


I don't like it.

You saw his ID, the man
was a government agent.

So what?

We didn't steal the
case, he gave it to us.

You're right, you're right!


Hey, what do you got in mind?

Disappear, enjoy my windfall.

All my troubles
are over, friend.

Uh uh, our troubles are over.

Come on, let's go to the
john and split our windfall.

Sit still.

Look, are you coming
to the john or aren't ya!


Sit down, in Miami.

Then it's every
schmuck for himself.

Sir, where's the toilet?

The whole world
is a toilet, man.

But I guess the one you
want is right over there.


You jerks grabbed the
wrong Mason and Steinberg.

Of course they didn't
talk, because the real ones

are right here in Miami.

I can smell an agent a mile off.

The airport's crawling
with government men

waiting to meet them.

Okay K1, right away.


[Doug] Oh sure,
there are no vacancies.

[Man] Get outta here.


You gonna take long, sir?

[Man] Who knows?

Can you hurry it up please?

[Man] There are some things
in life that can't be hurried.

Blue eyes.

In the corner.

In here?

50/50 and every
man for himself.

(fireworks exploding)



Don't move, don't anyone move!

That's it men, get
over there, get 'em up!

Get those men against the wall.

Look under those stalls!

Get your hands up and
keep your pants down.

Freeze and don't shit!

Hold it right where you are!

Don't fool around, man.


Find 'em, they gotta
be here somewhere!

Who are they looking for?


Stay right where you are!

Who fired those shots?

Nobody fired any shots.

Two boys threw some
firecrackers in that wastebasket

then they ran out.


Yeah, I saw them do it.

Okay, but nobody moves
until ballistics gets here.

Look out chief,
behind the door!

Okay Kojac, you got us.

Just take it easy.

How about letting us
go on a three way split?

I know you won't believe this,

but we got our hands on
the money by accident.

I'll take that.

Yeah, you know how it is.

Oh yes, sure.

It's true.

(shutter clicking)

Alright please
back, back, back.

Sorry my men had to
be so rough on you.

But we had to make it look good.

The name's Scott, Jeremy Scott.

Hi Jeremy.

- Hi.
- Hi.


My compliments.

You acted your
parts brilliantly.

When I heard those shots,

for a second I thought
you guys had had it.

Mistaking firecrackers
for bullets.


You know, posing as
cheap hoods was pure genius

on your part.

What else could we do,
advertise who we were?

No, of course not.

Well seeing as we are
who we are, this is mine.

Yes, naturally, I mean.

Hot, huh?

You said it.

I'd give an arm
to be like you guys.

Was the training tough?


The chief can't
wait to meet you.

I mean he's really excited.


What's the chief like?

We call him Tiger.

He can be as sweet
as a pussycat,

but if he catches you dipping
your whiskers in his milk,

just go kill yourself.

That reminds me, when
you write up your report,

if you'd leave out
the firecracker bit,

I'd really appreciate it.

If you'll keep
your mouth shut.

You heard him.

Yeah, I understand
all about that,

but what about Fidel Castro?

Well he just woke
up at noon, sir.

What kind of
revolutionary is he?

He sleeps more
than Raquel Welch.

He played
basketball last night,

then enjoyed the
company of a woman until

about six o'clock this morning.

Well how is his health?

The (speaking foreign
language) satellite

has just sent out
this information.


Blood pressure 80 up to 130,

heart beat 48 at
rest, 49 under stress.

Muscle tone excellent, slept
well, regular digestion,

defecates like a baby,
no sign of diarrhea

or any other abnormalities.

So the beard's
in good shape, huh?

You said it, sir.



Just a minute.


Oh good, send them right in.

I'll be right back.

Agents Mason and
Steinberg, sir.

Alright Scott, you can go now.


They got our man
in Havana, sir.

Too bad.

He was a good agent.


Welcome to Miami, boys.

Thanks, sir.


Kiss me, I'm black.

Good disguise.

Well, who would have
dreamed that underneath

these filthy, stinking rags

are hiding two of
our top agents?

Two chosen from over
10,000 applicants.

Well, we were just lucky.

Let's hope it stays that way.

You don't become
pilots, climbers, divers,

marksmen, karate experts,
parachutists, saboteurs,

knife throwers, experts in
code, radio transmitting,

signals, camouflage,
medicine, chemicals

just by pure luck!


And Agent Steinberg is
also a ventriloquist, sir.


And Mason's a great
dishwasher, sir.


- Oh.
- (Beeping)

They got our man
in Alaska, sir.

- Too bad.
- Pity.

You know, it amazes me
how a man of your size

can scale vertical
walls and buildings.

I just don't understand that.

He's something
else, a real spider.

No shit?

No shit, sir.


Alright, shall we go?



Sir look, they
got our man in Rome!

Get outta here.

We won't be needing
you today, lieutenant.

Agent Mason will
pilot the chopper.

Yes sir.

I think I'll stay
here while you go up.

I've got a couple of
things to check on...

Don't worry, Steinberg.

Anything you have to
do today can wait.


Are you crazy or something?

Hey you're not a pilot!

Ah shut up, for
a million bucks

I'll fly the space shuttle.

Alright Mason, let's go.


Oh god help!

(upbeat music)

Pressure okay?

The carburetor?


Alright Mason, head
toward Miami Beach.


Switch off the radio Mason,

we've got some long
ears around here.

Hear that?

Many long ears around here.


See that down there?

That's Miami Beach.

All the tourists makes it easy

for those bastards to mingle

with all the honest
millionaires on vacation.

Their plan is
mindboggling, boys.

You have got to stop them.

You can count on us.

Yeah, oh yeah, take
a look down there.

That's the best
hotel on the beach.

There's a $2500 a day
suite booked in your name.

You have the plans
for the building.

I imagine that you've
already studied.

We know that hotel
inside out, sir.

Course you do.

As you know, you'll be
disguised as rich Texans

out for a good time.

We'll manage, sir.


Ah, look, see that man
down there on the side

with the ice cream cart?

He's one of our agents.

Got a brain like a computer,

never misses a thing.

You might not believe
this but he was my idea.

Was, eh?

Alright, let's get
this show on the road.


[Tiger] Alright
Mason, you're first.


(camera clicking)

Left profile.


Arms out.

Right profile.

Alright you're finished.

Okay Steinberg.




Arms out.

Right profile.

You're finished.


Hiya Sam.

[Sam] Hi!

Oh, these are the ones.

Hi Sam.


Now, in addition
to your usual talents

I've asked Sam to prepare a
little something extra for you.

Go ahead, Sam.

These little babies contain
what we call Eros Plus,

a love inducing drug.

You know as well as
I how important it is

in your profession to be on
good terms with the ladies.

Short burst on the clothes

and no woman will be
able to resist you.

Thus turning herself into
a mine of information.

And it works?


Hey wait a minute,
I don't need that.

Try him.


Just a minute.


[Molly] Yes sir?

[Tiger] Would
you come in please?

Yes sir.


Now this Molly that's coming in.

She's been with us for 15 years.

She's like a rock.

She doesn't even know
what the word sex means!

She's like a rock.



Come in.

Molly, I would like a list

of all the personnel in
the operative section.

I would like a list
of their duties,

the color of their eyes,
the size of their clothes,

whether they're right handed,
left handed, their shoe size.


Molly, Molly!



You can go now, Molly.

Shut up.

Oh, for god's sake
Mason, you tell her.

You can go now.


Thank you.

Nice meeting you.

- Bye.
- Bye.

Bye bye.

Well, what do you think, boys?

Sam, you're a real genius.


Oh, show 'em the
next thing, Sam.

Now that's incredible.

Tear it longitudinally
and it's just like

any other roll of toilet paper.

And in case of emergencies
it can even be employed

in this more traditional use.


- But?
- But?


Used longitudinally, it
becomes highly resistant.

Could pull a truck, support
the weight of a cable car.

No more climbing
out of a window.

Do you eat a
lot of brain food?

That's not all!

- No?
- No!


Well, here we are.

What do you think of that?

Isn't she a sight for sore eyes?

Come on, take a
look at this, look.

What about that?

Six horns, gold, beautiful,
beautiful, beautiful!

Let me show you.

(gun firing)

Even the paint, even the
paint is bulletproof!


Good work, Sam.

In addition to
its usual functions,

we've added a
self-destruct mechanism.

Just push that red
button there and you have

only five seconds to get away.

No ejection seat?

What's the top speed?

Just under 200 miles an hour.

That's all we need,
picked up for speeding.

Well, you've
done it again Sam.

Everything perfect down
to the last minute detail.

What about the registration?


The registration's expired.


Yeah, look at it.


And you expect us to drive it?

And what if a cop stops
us, what do we say?

We're the CIA?

And what about gas?

Did you fill her up or do
we have to get out and push?


I'm sorry, mistake
by one of the boys.

Not my boys, not my boys!

You fix it!

- Sir, sir?
- Yes?

Fix it.

Your clothes are ready,
and here are the documents.

Boys, look boys.

When you write out your report,

if you could just
sort of overlook

the expired registration
I'd really appreciate it.

Well if you keep
your mouth shut.

- Okay.
- You've got it.

That'll be all, Sam.

Alright, your clothes are ready.

Here are your cards.

Unlimited credit cards.

You have an American
Express card, Diner's Club,

Carte Blanche,
Master Charge, Visa.

You belong to the yacht
club, golf club, tennis club,

country club, sex
club, Playboy club.

Your license to
hunt, fish, and kill.

Well I guess we've
got everything.

Oh no, there's
one other thing.

This one will make
your jaws drop.


Alright, now boys a miracle
of modern technology.

You ready gentlemen?


We're putting into your
teeth a micro capsule.

With the aid of this capsule
and the Boyer satellite

we will be able to
pinpoint your positions

anywhere on the
face of this planet,

down to about three feet.

No shit.

No shit!

Isn't that fantastic?

Yeah, are you sure
it won't fall out like

you know if somebody hits me?


Out of the question.

They are wedged to your teeth

and anchored to your jawbone.

And that's not all,
if we try to remove it

without first deactivating it,

this whole building would
be just another address.

- Boom, boom!
- (laughing)

Yeah, great.

(cow mooing)

(upbeat music)

Do you realize
how lucky you are?

You met me, your life
took on a new meaning.

Will you listen to this guy?

There I was, sitting and
eating a couple of burgers

and I met a blue-eyed mug.

Now I got a mini
atomic bomb in my mouth

and a satellite who's raring
to tell the whole world

when and where I go to the john,

and you call that lucky?

The satellite bugging you?

Oh this fucking thing.

And then of course there's a
video game, Tiger's office.

The what?

The world map on the wall.

You saw the cute little
light that flashes,

tells Tiger who's
finished his chips.

You don't get any more.

We've lost a couple of our
boys in Miami Beach, chief.



Really good, especially
the big one, me.

What are you
complaining about?

There is a million bucks in
that case plus credit cards.

What's a few hassles
compared to that?

Hassles he says.

We're on the firing line,
don't you understand?

You're a real
downer, aren't you?

Maybe they won't kill
us, just maim us bad.

Hey, that's better.

Anyway, if you wanna split,
I'll take the money and run.

Forget it.

For a million dollars, I'll...

Half a million.

Half a million.

For a half a million dollars

I'd consider
wrestling a gorilla.

Now you're talking.

Let's just think of all
the fun we're gonna have.

Hey, want some music?





Ice cream one to igloo,
ice cream one to igloo,

do you read me?

[Tiger] Yes I do, go ahead.

They've just arrived,
they're fantastic.

(cow mooing)

Welcome to Miami
Beach, gentlemen.

What's so funny?

Take the horse to the stable

and give her a good rub down.

Yes sir.

What about the cow?

Her name's Calamity Jane.

Find her a field,
milk her twice a day,

keep her away from the bulls,
otherwise it'll be your butt.

Got it?

Yes sir, I think I have.

Take it away.

(light music)

This way gentlemen.


Easy son, I've shot
men for less than that.

This watering hole's not bad.

Nice heifers around here.

Ain't much grass though.

Yep, this is my kind of place.

(ringing bell)

I'll be with you
in just a moment sir.

What's everybody around
here so happy about?

No trouble at all, we'll be
delighted to see you again.

Oh no, we'll be happy to...

Now then, may I help you?

We have a reservation for
your 2500 buck penthouse.

Just a moment please.

Oh yes, yes, that's mister...

Yep, that's us.

- Yes.
- (rings bell)


Yes sir?

Leonard, will you
accompany these gentlemen

to the royal suite?

- Oh yes sir!
- (hits)

I'll carry the saddle.

Would you follow me?

This is state, move out.

Push, Leonard!

Yes sir, sir, they're here.

They're dressed as
two rich Texans.

Very elegant, sir.

Yes sir.

This is the
bathroom, gentlemen.

Now that's a great toilet.

Strange outhouse.

Rich people do it together,
didn't you know that?


Hey, get that toilet
paper out of there.

- The toilet paper, sir?
- Yeah.

We travel with our
own toilet paper.

If that's what you want.

That's what we want.

If there's nothing else
sir, I'll be leaving?

Good thinking, Lenny.

Thank you, sir.

My pleasure, son.

Hey, it's all ours.

I wonder if they
packed our socks.


(phone ringing)

- Hey, I'll get it.
- You get it.

What do you want?

Oh, hi chief.

It's Tiger.

Yeah, sure.

No, no trouble at all.

Yeah, I'm sure.

Great piece of work.

Mm-hmm, mm-hmm.

As soon as we make contact
we move into action, right.

Don't worry, we're
gonna hit 'em hard.

Yeah, okay, okay.

Thanks chief.

[K1] They've gotta be hit.

(light music)


[Girls] Jump, jump!

Hi, how's the water?

[Girls] Come on in!

Don't go away.

Excuse me, miss?

What can I do for you?

What can you do for me?

A whole lot.

How about a Venus Milk?

Sounds like you
can't beat that.

Maybe you can with
the bite of a tiger.

Uh, yeah, well just give
me a Shirley Temple for now.

With a cherry?

Sure, and maybe we could
exchange bites tonight.

Oh, I have a hard
time convincing my folks

to let me out nights.

Gee, that's too bad
'cause I'm not allowed

to nibble on duty.

You a police officer?

Sort of, I'm a secret agent,
if you can keep a secret.

Oh sure.

You on vacation?


Does James Bond ever
take a vacation?

Neither do I.

I hope you like it.

Mm, good.

[Man] Hey miss,

could we have some
drinks over here please?

I'll be all yours
in just a second sir.

I won't be long.

Eat the cherry, it's a blast.

A blast, yeah.



That could have hurt!


(exciting music)

[Woman] Go!

Police, hey!

What do you want?

Your jet ski, thanks.

(gun firing)



[Porter] Your hamburgers, sir.

It's open.

All this for a half
a dozen burgers, huh?

Our hamburgers are
very special, sir.

Good, start serving.

Here we have fresh onions.


And here is the lettuce.


Here we have the tomato.


And I sir am the bun.


So what am I,
the chopped beef?

Exactly, sir.



They're coming in the window!



The stairs!

Oh, take your
time, move, move.

I ask you for half an onion.

You smart you, out
you go, sacre bleu.

Who's the boss around here?

C'est moi monsieur,
I am the chef.



What do I to do
with this joint

to get half a dozen hamburgers?



I'll take care of him.

Come on, forget the whole
thing, let's be friends.

Why not?


Hello hello,
security, yeah, yeah.

Get the police in right away.

What do you mean
they're out to lunch?


Oh, hey, let me see that.




Okay, okay, I get it now.

Hey, watch out, you
coulda choked yourself.

(cries out)

Did they come
back from lunch yet?

Well send them down,
they're killing each other.



(sirens wailing)

Let's go, let's go!


Thanksgiving, aha!

("Beethoven's Fifth Symphony")

- Listen, you know that...
- Shh.

What the hell do you want?

While you were
polishing off that eagle,

I was fighting off
a Shirley Temple.

What you got against
Shirley Temple?

Nothing, but the cherry
went off like an atomic bomb.

The cherry?

[Rosco] Right.

And Shirley?

The girl, she took
off on a parachute,

but I chased her on a
scooter and sank her

and then I picked her up.


You're such a nice guy.

After all that I guess
you got an explanation.

You bet.

I asked her for the name
of the cherry dealer.

That's real CIA.

She said she
didn't know anything.

Did you torture her?

Yeah but I got her
to talk in the end.

She said a couple of Chinese
promised her 10 C notes

if she messed up all our guts.

And 10 slugs if she failed.

- Chinese again.
- Again?

What do you mean?

While you were
cracking your cherry,

four Chinese gentlemen
wanted to chop me up

into chopped beef.

I wonder where they come from.

The Seaquarium.

The Seaquarium?

Yeah, it's gotta be the place.

That's where the girl was
supposed to pick up her money.

[Doug] So what else
did you find out?

Well, she started to cry.

Oh, tears eh?

Well guess who had
to comfort her?

Well you know how it is.


Listen, if we don't find
out fast who wants us dead,

that's what we'll
end up being, dead.

[K1] Those two bastards are
more dangerous than I thought.

They've gotta be hit and fast.

Hot Dog calling Cobra,
Hot Dog calling Cobra.

This is Cobra, this is Cobra.

Follow them and
exterminate before they reach

the Seaquarium.

Hey let's go, they're coming.

(suspenseful music)

Remember, our
orders are to kill.


As soon as they turn
off, we blast 'em.


Get ready.


Hey, car following us.

Relax, there's always
a car following you.

Look, we're following them.

Besides our ice cream
man would have warned us

if something was fishy.

He's a real agent, not like you.

Hey, where's the money?

Relax, it's in a safe place.



How about some music?



Holy shit!

I wish we could
afford a car like that.

Yeah, me too.

Now what?

Don't sweat it.

It's gonna be a piece of cake.

Let's keep our eyes open.

These guys aren't
playing for nickels.

We've got the upper hand.

They don't know we're here.

[Announcer] Your
attention please.

Mr. Mason and Mr. Steinberg

to the information
office please.

You are wanted on the telephone.

Mr. Mason and Mr. Steinberg

to the information
office please.

Who could that be?

Our peeping tom in the sky.

Oh yeah, you're right.

Okay, I'll go see
what the old man wants.

You hold the fort out here.


Don't get in the habit
of giving orders.

[Child] Mommy, I want a soda.

Alright dear, now
we'll go get a drink.

Popcorn, medium.

Hey mister, I'm looking
for a Chinese guy.

Yeah well he might be
right down in the bottom.

Smart ass.


You see Mason, the
most successful tricks

are the easiest ones,
it's that simple.

Where's Steinberg?

Yeah, I was just about to
ask you the same question.

Talk, Mason, or we'll rip
your teeth out one by one.


Except for one,
'cause it's a bomb.

Playing for time will
get you nowhere, Mr. Mason.

Now listen, Wonder Woman,
you've got the wrong man.

I don't know who you
are or what you want.

Don't mess with us, Mason.

We know everything about you.

We've kept our eyes on you

ever since you boarded
the plane for Miami.

Oh, surprised, huh?


For the last time,
Mason, where's Steinberg?


Is this the
information office?

Yes it is, how can I help you?

Well I'm looking
for my friend.

He came to answer the phone.

Mr. Mason?

Yeah, that's him.

Yes, he's here, come on in.

Are you sure it's no trouble?

Sure I'm sure.

Can you make it though?

You bet I can.

How nice of you to
drop in, sit down.

How do you like that?

I've been waiting
for you outside.

I bet he's been driving
you nuts with all his talk.

Once he starts, forget it.

Yes, such a happy fellow.




This is some kind
of a joke, huh?

Oh it's no joke, put
your hands up, please.

You did well to
avoid our hit men,

but now it's all over for you.

K1 is gonna be proud of us,

there's no stopping him now.

Charlie Chan, tell the
driver we can leave, would ya?

Move out.


What's happening?



Well, are you
coming or staying?

- Watch your back.
- Come on.


Wonder Woman'll
get you for that.

After them!

[Dottor] No, not with
your guns, you fools!

Uh oh, who are they?

(exciting music)






Doug, Doug, Doug,
you got visitors!

Oh I love company.




(seal barking)


[All] Come on, come on.

You come up, I'm tired.


Urgent, all police report
to the killer whale stadium.


Calling all police,
calling all police

to the killer whale stadium.

- What a way to go!
- (laughing)

Calling all police,
calling all police

to the killer whale stadium.

(sirens wailing)

Bills, bills, more bills.

What do you expect
to find, K1's address?

Hey, crime doesn't pay,
but it sure feeds you.

- Great gun.
- Listen to this.

300 hot dogs, 300
hamburgers, 600 sandwiches,

15 pounds of onions, five of
ketchup and five of mustard.

No pickles?

(phone ringing)


This is Hot Dog.

Hold on.

It's Hot Dog.

Go ahead.

Did you get 'em?

Of course we got them.

[Hot Dog] In that case
I'm asking for permission

to leave my position.

Why do you ask?

The ice cream man's
getting excited,

he keeps transmitting.

Oh, well just
stay where you are,

I'll tell you when to leave.

[Hot Dog] Thanks a lot.

You're welcome.

Would you like a hot dog sir?



Get me a hamburger, please.

Yes sir, coming up.

Hey, what about my hamburger?

Oh it's ready in
two seconds, sir.

Hey, thanks.

How do you like it?


That's our specialty, sir.

Wait a minute, I know nothing!

(crying out)


I love onions.

[Doug] You like tomatoes, sir?

Yeah, why not?


[Rosco] Just a touch.

Little salad.


A lot of mustard.

Lot of mustard.

Ketchup I take it?

[Rosco] A lot of ketchup.

A lot of ketchup.

You like pepper, sir?

How'd you guess?

Oh, lots of pepper.



One hamburger, raw.


Hey, this hamburger stinks.

Stinks sir?

That's impossible.

The meat's our freshest,
it's still alive!

- Oh yeah?
- Yeah.

Then you eat it.


No, don't!

What's wrong?

I'm just the lookout, I
only transmit the orders.

Yeah, K1's orders.

Yeah, that's right.

And who told them we were
going to the Seaquarium?

The Buddha.


Another agent.

We'll make him talk as well.

Yeah, when we find him.

In your hotel suite.


There's a TV camera
in the statuette.


And the desk clerk, the
desk clerk put it there.


He's in contact with K1.

- Got everything straight?
- Yeah.

- Any problems?
- Nah.

Only one.


That it won't work.

Just think about
the million bucks.

It'll work.


I'd like to go stand
in Niagara Falls.

[Rosco] I know what you mean.

To hell with them all,
especially that nosy K1.

(dog whimpering)

Hey, where'd you put the booze?

Half hour in the shower.

Oh, I didn't see it.

(shower running)


Hey, you want a drink?

[Doug] First a shower,

then I'm gonna down
that whole bottle

and probably follow
it up with another.


I was thinking about
that guy at the desk.

[Doug] I can't hear
you, what'd you say?

The guy at the desk!

Can you believe it?

[Doug] We'll make him
talk, just you wait and see.

Right, and he's
lead us straight

to that nut's bunkhouse.


[Desk Clerk] May I help you?

[K1] Get lost, and fast.

Got a problem?

Yeah, oh no, I must have
left my steering wheel

in the office.

Yeah, happens sometimes.

I can't imagine
where my mind is, well,

if you'll excuse me.


- No?
- No.

[Rosco] Has he talked yet?

No, he's a real tough nut.

Needs persuading, huh?

In your report, say he
was cut up by a train

as he tried to escape.

Real messy.

No, please, wait!

You gonna talk?

Well how can I talk if
you don't ask me anything?

Who's K1, where is he?

- Oh, you mean...
- Yeah.

Oh I have no idea, I can't...

We already know
that, and then?

Look, I don't know who
or where he is, I swear it.

He calls me!

You'll have to do
better than that.

- Mr. Spider, Mr.
- Spider and his lady,

they know where he is!

I think he means
shifty in the van.

- Oh, Wonder Woman.
- And?

They're the closest to him!

Mr. Spider is his
chief of security.


And the Buffalo
Bill shooting club,

they go there every
morning to practice!


In a big blue Olds,
it's a 1982, 1980, blue!


Its license plate is ZSG255.

(gun firing)

Not bad.

Yes, I usually aim
between the eyes.


Honest Mr. Spider,
I didn't say a word!

Idiot, let's go.


(exciting music)

Got them.

Anyone following us?

I don't think so.

There they are, it's
them, hit the gas.

Go that way.

To the hidden ranch.

Come on Doug, let's get
this show on the road.

(guns firing)



Well that's the end of that.

This is Spider speaking, sir.

I'm delighted to
say I just witnessed

those two burn in that
monstrosity of a car.

[K1] Congratulations.

Thank you sir.

[K1] Come on in.

Yes, we'll come right over.

Let's go.

Steinberg, sir.

Oh, Steinberg.



Steinberg, where are you?

We've been looking
everywhere for you!

What do you mean where am I?

You know where I am, sir.

Listen, we found out a way
to break into the gang.

I gotta know where Mason is.

Well that's impossible.

The satellite is out!


[Tiger] It exploded,
we don't even know how.

Oh great.

Steinberg, Stein!

So, they're at the hotel, eh?

They must have left when
I went to get the pistachio.

The pistachio?

I ran out, sir.


- Hi officers.
- Hi.

Can we help you, man?

Yeah, I need
one of your bikes.

That one or would you
rather have that one?

It doesn't matter,
either one, I'm in a hurry.

Oh hey hey hey, wait a
minute, I need a receipt first.


You need anything else sir?

Yeah, a blue Olds, license
plate Florida ZSG255.

Been looking for it for a while.

Well we haven't seen it
but I'll put out an APB.

Hey, there it is!

Hey, he found it.

He sure knows his job.

- That's really some eye.
- Shit.



Why didn't you take your time?

I was enjoying it in here.

Luck ran out at last, huh?

He's my partner, Doug!

Hey Doug!


Oh, I did that.

I thought I'd make it look,
you know, more realistic.

Good thinking.

Well, where are our friends?

This is weird, the
parking lot's packed

but where are the people?


This is getting
crazier by the minute.

Well when you gotta
go, you gotta go.

That's quite a thought.


I bet it's the
best john in town.

Well maybe.

Let's hope they do it
this time, I really mean it.

Yes, I'm sure
everything will work out.

I don't think I could
bear another wait.

I've been looking forward
to this for so long.

Oh there's no need for you
two to sit down, it's alright.

Well if you'll excuse us.

[Man] Yes, I'm afraid
it's our moment of truth.

[Woman] I like it
here by the window.

[Man] Goodbye dear.

Oh honey, please be careful.

- Oh isn't it exciting?
- Darling?

We wish we could be with
you in your moment of truth.


[Man] I know you do dear
but you'll have to be patient.

[Woman] When will
we see you again?

We'll be finished
by noon tomorrow.

Oh I wish I could be
there to hold your hand.

- Good luck!
- Good luck!

- Thank you.
- Good luck!

- Keep in touch with us!
- We will.

- Good luck, goodbye.
- Goodbye.


Oh I do hope they do
it this time, I hope so.

They've been waiting so long.

[Woman] They deserve
success, I mean the way

they dedicate their lives to it.

[Woman] Yes, lesser
men would have given up.

[Woman] Oh I know!

Oh yes, they are
extraordinary men.

[Woman] They have
a mission in life.

[Woman] Yes,
truly such courage.

[Woman] Oh I hope they do.

(water dripping)

Pretty hard to believe.

You said it.

They didn't just
vanish into thin air.


Ah, check the cubicles.

Nothing here.

Eh, nothing there.

I don't know.

Maybe they went in the ladies.



It's locked!

Hey, the wall!

(mechanical whooshing)

I wish I knew where we were.

We're in a moving john.

Let's go.

(door creaking)

Magic fingers, you first.

What are you stopping for?

Some elevator.

How do you like that?

A ship.

This is the end of
the line, gentlemen.

I do hope you weren't
inconvenienced in
any way coming here.

Ha, not at all.

This way please.

- Ah, Mr. Mason and Mr.
- Steinberg, I suppose.

You suppose right.

Welcome aboard The
Future, gentlemen.

Nice boat, huh?

Please gentlemen, sit down,

make yourselves at
home here, please.

It's not bad this little tub.

It's only a toy, really.

By the way, what
does K1 stand for?

Nothing, absolutely nothing.

K1, I love the sound
of it, it suits me.

It's kind of mysterious,
don't you think?

Oh sure.

My compliments, gentlemen.

You not only
frustrated my attempts

to assassinate you, but
you invaded the very heart

of my organization.

I had no idea that the
Central Intelligence Agency

had men of your caliber.

Well, if it'll make you
feel better we didn't either.

Eh, come on over here.

Alright, get lost.

Gentlemen, I've decided to
offer you an alternative.

As a matter of fact two choices.

That's real generous.

The first one, you die.

Can't wait to
hear the second one.

[K1] The second
choice, you work for me.


Well not to be difficult
but before I go over

to the opposition, I would
like, I mean we would like

to know a little
about your plans.

In the not too distant
future, gentlemen,

I, K1, shall rule the world.

Don't you think that maybe
you should work up to it?

No, not at all, no.

You got an ambitious
project there.

As you know gentlemen,
the space shuttle will be

taking off from the
Cape in just a matter

of a few hours.

Well, so far we're with you.


10 seconds after launching
a missile will be fired

from one of my atomic submarines

stationed off the
coast of Florida.

It will intercept the
shuttle precisely seven miles

above the Cape.

The explosion will be
carried live via television

all over the world!


The missile will be
carrying a deadly warhead,

the K bomb.

It will intercept the
shuttle, explode on contact

spreading a deadly
cloud of radiation

all over the entire planet.

The K bomb is the most
formidable deadly weapon

ever conceived by
the human brain.

It will conserve
both men and things

but the mind will be
wiped clean of the number.

Number, what number?

All of them.

Each and every one of them.

All of them?

Yes, all of them.

The idea of numbers
will disappear.

Without them the world
will come to a halt!

Calculators will vomit out
indecipherable gibberish.

Measurements will lose
all their meaning.

There will be chaos.

Do you think this is a dream?

Maybe it is for
you, but not for me.

Then there's no way out.

Either we go along
with the guy or we die.

Imagine a world
without numbers.

Baseball games without scores.

I can't.

What about the telephone?

How do you make a
call without a number?

Means you can't call
out for Chinese!

Right, or order two Big Macs.

Two, why not 10, 100?

Or, uh, enjoy the million.

What million
you talking about?

What do you mean what million?

Our million.

Our million is our million.

A million dollars is
always a million dollars.


Or isn't it?



Feed him, take him for a walk.

Observe gentlemen, the
space shuttle at Canaveral.

My atomic submarine.

The Future Two.

Operations Houston.

Oh how I'd love to
see their faces.

And now the marvel
of all marvels.

Your finger, sir?


When they finish the
countdown on the shuttle

my submarine will
start its countdown.

10 seconds, and after
those fateful 10 seconds

I will push this button.

A sublime gesture that
will place me, K1,

amongst the gods.

Well gentlemen, are you with
me or are you against me?


For the time being
we're still with us

but there's a good chance
we'll swing with you.

Let me warn you, you
don't have much time.

A little bit more than a minute.


Sit next to me.

- Hey thanks.
- Yeah.

Hey, don't touch that button.

No no, I won't sir.

We've made contact
with Future Two sir.


continuing countdown.

30 seconds to launch now.

[Announcer] 19, 18, 17.


[Announcer] 16,
15, 14, 13, 12, 11.

[Man] This is Future Two, sir.

30 seconds to
launch our missile.

[Announcer] 10, nine,
eight, seven, six, five,

four, three, two,
one, we have ignition.


Last shuttle launch.

Our missile's already in
the free burn stage, sir.

[K1] Perfect.

10 seconds until the launch
of my missile, gentlemen.


(piano music)

[Announcer] Nine, eight,
seven, five, six, six, five.


Five or six?

I hear seven.

Me two, me two I hear two!

Wait a minute!

Three or four I gotta know!

He said four!

Four, are you sure?

What's going on here?

Hey press the
button, this button!

I can't, oh yeah!



Hey sir, almost, you missed
it by one or two inches.

Don't take it too hard sir.

Everybody makes
mistakes, I mean,

everybody makes mistakes.

I mean, I'm all choked up.

You're a ventriloquist.

You're a goddamn ventriloquist!


- Sir.
- Yes.


You said one when it
should have been two!

That's what he is, he's...

- Sir may I be excused?
- Shame on you.

May I be excused sir?

Yes, you may
be, wait a minute.

Get 'em!

Go, grab 'em, grab 'em!


(upbeat music)



No, ladies first.

No, after you.

I'll see you later.

Turn around.

You're a lady, I
don't hit ladies.


You hear me?

I don't hit ladies.

Hey Doug, don't just stand
there, buy her some flowers.

She wants you to kiss her.

You're next, buddy.

Thanks a lot.


- Get up.
- Some hook.

Now what?

- I'll tell you what!
- (kicks)

Hey Doug, I'm gonna split.


That's for beating
up blue eyes.

Get that bastard!

(exciting music)

Get him, get him, you too!

Oh, me too?


(muffled talking)


Let go, it's me!

Can't you see it's me?


I come with a mop.

- A mop?
- Come on, let's go.

- Okay.
- Yeah.

Hey Spider, get over here!

- Yes sir.
- You lost 'em!

Where the hell?

Get out there!

Make believe you're hitting me

and I'll yell for help.


(cries out)

Make believe!


Help, help!

Get him, get him!

Get that punk, he's in there,
in there, in there, get him.

Come on, get outta here.

Your mop.

Did you find 'em?

Well come on, they
just didn't disappear.

Why can't you find 'em?

Get down there!

I gotta find 'em,
get down there!

Where are they?

We can't find them.

How dare you!

(punching and kicking)

You bastard!

[K1] What the
hell is going on?

They touched my ass!

Who cares?

I don't give a damn about
your butt, god help me.

What are you doing?


Cut it out you guys.

Come back here!

Take that!

(crying out)

You too.

Watch you son of a
bitch, I'm coming down.

That's a lot of lady.

Packs a mean right.



By the way, how about a
last trip to the john?

That's a terrific idea.

Come on, get outta here!


Shut the door!

(sirens wailing)

Let's get back to the hotel,
pick up the money and blow.

Fantastic boys, fantastic!

I'm really proud of you.

Even I didn't think
you could pull it off

after the Boyer
satellite blew up.

Peeping tom went pop?

Like a paper bag.

I'll tell you the truth.

When Steinberg called me and
asked me for your position

using the satellite, I
was very embarrassed.

Well, that's all
water under the bridge,

let's just forget it.

Nuh uh, I'm not
forgetting anything.

And you're right,
you're right Mason.

Steinberg did a wonderful
job when he found you.

- Steinberg?
- Yep.

I had to.

I couldn't have done
it without my partner.

[Tiger] Of course!

Okay, let's just pack
up our things and...

You don't have to worry.

That's all been taken care of.

Credit cards, papers,
the million dollars,

all been sent back to
where it came from.

Oh, it's been taken care of?


Great, great.

I knew it.

What about these bombs?

No, we don't have
time for anything.

You're going to
meet the president.

The president?

What president?

The president of
the United States!

He has invited you
to spend the weekend

at Camp David with him.

No kidding?

No kidding!

There's just one small thing.

Uh, uh.

I would consider it a
personal favor if you

didn't mention
the ice cream man.

* And they all like to stop
and smile and make a fuss

* But you can bet
your bottom dollar

* We will end up in a mess.

Well, if you keep
your mouth shut.

* 'Round 'round running 'round

* 'Round 'round running 'round