and this is where we stop for lunch. i recommend the fettuccini. we have 30 minutes. thirty minutes, that's all we got? ardens in 15. and the arch of constantine, we didn't even stop. now don't complain, george, we're on a very tight schedule. why we have to be at the vatican by 2:00, isn't that right, darlene? what? oh, yes yes, that's right, mrs. sparks. in a couple of days we'll all be home, right? yes, in a couple of days we'll all be home. sammy, come on.

you're not having a very good time, are you, darlene? why do you say that? it's written all over your face. oh it's a very nice tour. a tour, not an adventure, right? i guess i'm just not the kind of girl that things happen to. mom, i've gotta... take him.

that's the kinda show i like to see, just for the tourists. george! come in, napoleon. i mean, mr. solo. mr. solo? i'm sorry, sir, not a word. well how long has it been? he was supposed to check in every hour, on the hour. but we haven't heard from him since ten this morning. i am sure he's all right.

i'm not worried about him. i'm concerned about the formula. if thrush get their hands on it, the prospects are too grim to contemplate. am i to understand, sir, that the formula was hidden in the bottom of a perfume atomizer? rather clever, don't you think? mr. solo must've smelled divine. whatever the case, mr. kuryakin, i want you to follow through. i keep them packed, sir. there's a plane leaving for rome within the hour. be on it. yes, sir. all right, we'll try it once more. where is it? i haven't got it. i know you haven't got it. you passed it on to someone.

who? get the electric device. adequate. it doesn't compare to a varvane 1937, but of course few wines do. i'm sorry i don't have your fancy tastes. i'm not of noble birth, but i can buy and sell most noblemen, can't i? i came very cheap. cheap? r the palazzo to save it from the tax collector? i'd say that was expensive. of course, it was worth the price. it's well suited to our purposes. come in. yes? we tried everything. he wouldn't crack. i really didn't think that he would.

vito, you'd like that, wouldn't you? just let him escape. escape? you don't understand, i know. try to think, vito. i know it isn't easy, but try. what will solo do if he escapes? go to whoever he gave the formula to. bravo, bravo, bravo. and we shall be right behind. of course. quite a brute, isn't he? he has his functions, count guardia. as you do. one man to apply force when force is necessary. one to use more sophisticated methods. one a fighter, one a lover. you paying me a compliment, bruno? i pay no compliments. i merely state facts. you're a weak man, guardia. i despise weakness.

exactly.

oh, sorry. i could have you arrested, you know, this is my room. you're not supposed to be here. i have a reservation until thursday and you're supposed to be in new york. i was assigned to get you out of trouble. by your appearance, you've been in quite a bit of it. rush. they finally let me escape. they let you? yeah, they went down too easily. at the time i couldn't have outfought a pussycat. then they don't have the formula. no, i checked it out on the way here. it's in the hands of a darlene sims of omaha, nebraska. she's staying at the grinaldo in room 114. she doesn't know she has it. she probably knows she has the atomizer by now, but i can't go to her. i know they're following me.

but i can go to her. you show an astonishing grasp of the situation. incidentally, i suggest you don't use the hallway, it may be full of thrushies. oh. are you ready for dinner? i'm really not very hungry, mrs. sparks, i think i'll just go to bed. now, what kind of talk is that? up, up, up, up, up. oh. come on. my that's a lovely dress. but nobody is going to see it here in your room. now put on your lips and let's go. oh, did i have a time getting sammy settled down for the night. but then he's at that difficult age. come to think of it, he always has been. where did this come from? this perfume. it's not mine. how'd it get in here? oh you probably found it somewhere. hm, that's nice.

tonight, honey, tonight we live. open channel d, napoleon solo, please. solo here. i found the girl, but she's not alone right now. how long do you think she'll be tied up. well apparently they're just starting dinner. keep an eye on her. no i have a better idea. the perfume atomizer is no doubt in her room. i think i can get in, right? right. who cares who she is. she must've saved for three years for this tour. three years for what? three weeks of escape from the drabness of her life. enough.

you a cat burglar? then why you going into darlene's room? business. if i holler, everybody's gonna hear me. i do wish you wouldn't do that. i don't think you're a burglar. you look like a nice guy. you her boyfriend? -sonny. -sammy. okay, i won't yell, if you'll sit with me till i go to sleep. i'm afraid i couldn't possibly do that. i'm lonesome. you ever done any babysitting? yes, but not right now. why don't you go to bed like a nice, well-behaved young man. i can yell real loud.

i'm warning you. it's just till i go to sleep. how long do you think that might take. i'll try to hurry. okay. prego, prego. how's that, huh? that's very nice, george, but you're supposed to say grazie. he says prego. oh, well a couple more days won't make any difference anyway. you wearing some new kind of perfume? do you like it. it's all right, i guess. doesn't it bring out the beast in you? huh? forget it. i hope you have better luck than i did. here's looking at ya. but rob was not to be fooled. he pointed his space gun at marco and in a voice that did not reflect the fear within him, said,

bruno. you have it? no, i have something... you made a complete search. i didn't search at all. someone did it for me. someone from u.n.c.l.e. solo? no. kuryakin. that's what his papers said.

i don't think he'll trouble us anymore. good, vito, very good. and he didn't have the formula. no, i watched him search. he's, uh, professional. it would follow, count guardia, that she must have it in her purse, wouldn't you say? by process of elimination. i can get it. i can grab it now. if anybody gives me any trouble. if anybody gives you any trouble, vito, they will give us all trouble. there are too many people. police station less than a block away. somebody screams, somebody runs to a telephone, no. nah, i think this is a problem for count guardia. oh, and how is that? we have to get miss sims out of here.

and then i rob her? no thank you, bruno. i do have certain flaws in my character, yes. but i'm not a common purse snatcher. vito and i will take care of that. you just get her out of here. we'll follow. that hardly makes sense. i don't make requests more than once. all right. and don't be so unhappy, guardia. perhaps you may enjoy the young lady's company. well like i say, you see one cathedral, you've seen 'em all. excuse me, signorina. i beg your pardon. no, it is i who must beg yours. for the past hour i've been staring at you shamelessly from across the room. can you forgive me? permit me, i'm count guardia. cesare, if you be so kind.

nice meeting you. illya. illya, come in. seems strange, darlene... i'm sorry, miss sims. please, please, darlene. thank you, darlene. different cultures, different background. we've known each other now for, what, all of ten minutes? and yet i feel that i've known you always. that's a very...ery nice thing to say, cesare. no, these words don't come very easily, dear. i've never said them before. uh, darlene, you have to excuse george and i,

we do? we do. oh, we do. let me get the check. oh please, allow me. we couldn't do that. i insist. nobility still has some privileges, you know. well, thanks a lot, count. if you're ever in santa monica, maybe we can buy you a dinner. you are most kind. goodbye, we'll see you later. goodnight mrs. sparks. goodnight, goodnight. may i propose that we leave too now. not to write postcards though. where? where do you want to go? for a ride through the night? it is a beautiful night and a beautiful city. room 114, which way. uh that way, sir.

illya? what... it's a broom closet. what time is it? a little after ten. same night? you all right? somebody tried to strangle me. i pretended to be dead. i was a little too convincing. they got the formula?

she must be in the restaurant. there she goes. that one.

do you know, cesare, i've always told myself that someday it'll happen all of a sudden. the place will be romantic and the man would be handsome and dark and maybe the corners of his eyes would crinkle when he laughs like in the magazine stories. i guess every girl expects it. of course, not every girl thinks in terms of a count. but all the time i was dreaming,

i guess i was afraid to. but a man like that, what would he want with me? darlene what do you say? no, really, i'm not rich. i'm not sophisticated. i'm not wise. and no one has ever said, "hey, wow, she's beautiful." that doesn't speak well for the men you have known. many. i have known a great number of women. some were of noble birth, some actresses, two or three were...l, let's not go into that. on the surface you would call them beautiful. but the warmth, the inner glow, the excitement wasn't there.

thank you. thank you for reawakening the faith of a cynic. come, let me show you the lights of the city. that is the palatine. tiber is down there. and that is my palazzo.

are you all right? of course i'm all right. i'm always all right.