The California Valley Affair

by Charlie Kirby


"Is he dead?"

"'Fraid so."

"Damn it, Joe's gonna kill us. They never talk, do they?"

"One did, back in '57. It was never the same after that. If they're inclined to be talkative, they never make it into the field."

"Swell, so what do we do with him now?"

"There's a lake down the road. We can dump him there."

"What if someone finds him, like a fisherman or something?"

"Think, Harry. There's nothing alive in that lake. It's full of potash. Besides, with only seven people in town, who's gonna find him?"

The woman took a deep breath and looked again at her watch. The store was due to open in a few minutes. Already people were lined up outside to take advantage of the sale of the decade, or so their flyers proclaimed. Friendi was an hour late and that was very much out of character for the man. Prone to panic attacks even if a minute behind schedule, Janice Bruce insisted it would be the death of him. The small store was oppressive without him there. She looked around at the wooden racks and the brightly colored books they held and felt even more concerned. There was something wrong in the store, but nothing that she could put her finger on. She wound a strand of blonde hair around her finger, resisting the impulse to put it in her mouth. She'd broken herself of that habit years ago, or so she thought.

Going to her desk in the backroom, she fumbled through a cluttered top drawer, pushing aside a half-eaten granola bar and unopened can of diet soda before finally coming up with what she'd been looking for, a tiny scrap of paper. When she'd started work for Friendi, he'd hinted that if anything ever happened to him, or if she even thought something had, she should call that number. Janice frowned, trying to remember Friendi's exact instructions. Satisfied, she reached for the phone, but then reconsidered and shook her head. Friendi had been specific about her not calling from the store. Instead, she left by the backdoor and went to the corner phone booth.

Her hands tremble as she attempted to feed the coins into the slot and realized that she'd made a decision, that by calling this number, Friendi was in serious trouble. It was enough to bring a lump to her throat, but somehow she managed to swallow it away as she punched in the number.

"May I help you?" The answering voice had an Eastern accent. It was always hard to tell where you'd end up with 800 numbers.

"Yes...I...I need to speak to my Uncle Alex, please. It's an emergency."


Illya Kuryakin held the pages of his book with one hand and wrestled his sandwich around with the other. The deli owner, a woman Illya had known for years, constantly labored under the illusion that the luncheon sandwich Illya habitually purchased from her was his only meal of the day. Because of that, the sandwich tended to be towering when Illya took possession of it. Not that the Russian minded, but it was just tough to get his mouth around it.

He took a careful bite and chewed slowly, his full attention seemingly on the printed words before him. That, however, was never the case or he wouldn't have lived long. A careful UNCLE agent is an old UNCLE agent.

Someone caught his peripheral vision and a twinge of warning made the hairs on the back of his neck stand up until he'd made a positive ID. That accomplished, he returned to his sandwich and book. When the person was within hearing range, he muttered, "Yes, Napoleon, what can I do for you?"

"I wondered where you'd gotten to," Napoleon Solo said with a chuckle. "When I couldn't find you in the computer room or your office, I knew something was up. Couldn't handle the canteen food today?" He settled onto the metal bench and squinted at the sun. It was too nice for an April afternoon.

"Why settle for reheated frankfurters and florescent lights when I can have one of Mama Demarico's sandwiches, fresh air and sun?" Illya asked, closing his book and turning to face his partner. Two young women jogged by, their ponytails bouncing in time with their steps.

"Hi, Illya," they sang out simultaneously as they passed by and waved.

"Fresh air and sun?" Napoleon asked, eyeing the pair affectionately.

"Sun is the redhead on the left," Illya added with a smile. "What can I do for you, Napoleon?" he repeated.

Napoleon's attention had severely wandered from his partner and it took a moment for it to return. "Uh, Mr. Waverly got a call this morning from California. One of our field offices reported a missing agent and he wants us to follow up on it."

"I am not one to question authority and certainly never Mr. Waverly's, but are there no West Coast agents that could handle such an assignment?"

"This is sort of a special case. He's Section 2, Special Reserve," Napoleon said.

The Russian's head jerked around at the American and he whistled softly. "I didn't think we had any of them left in service or even alive."

"Apparently this is the last one," Napoleon said, looking over at Illya's uneaten half sandwich. "He didn't come in as usual and his associate panicked."

"Does this associate know the true nature of our business?" Illya asked, noticing Napoleon's current focus.

Begrudgingly, he offered the sandwich half and Napoleon asked. "What is it?"

"Pastrami and gorgonzola."

"Mustard and mayo?"

"Of course."

"Well, if you insist." Napoleon took the sandwich and bit into it. Illya eked minor revenge as juice dribbled onto Napoleon's imported silk tie. Hiding a smile, the Russian offered a paper napkin.

Napoleon dabbed at the stain furiously before returning to the sandwich. There was silence as he chewed, then he finally answered, "I think the associate was pretty much in the dark, but apparently Mr. Waverly managed to get enough information out of her to decide there was foul play afoot."

"Fowl?" Illya winced at the unintended pun. "Where is this field office located?"

"San Luis Obispo."

The subcompact hugged a curve carved from the mountain. To the other side, the scenery dropped away to a magnificent view of sloping meadows, soft round hills and large black rocks. Occasionally a cow or two would remind the car's occupants that they weren't the only living beings left on earth.

"And I shall ask again, where is this field office located?" Illya Kuryakin was driving, but his unfamiliarity with the area didn't affect his speed. He banked the curve sharply.

"If you don't know where you're going, why are you in such a hurry to get there?" Napoleon Solo asked, adjusting his sunglasses. He returned to the map and traced their path with a finger. "We should be coming upon civilization any time now. Paso Robles should be right over this next ridge."

As if to prove him right, a house, nestled in a hollow, suddenly appeared and disappeared, then another and a row of mailboxes indicating the presence of others. "What did I tell you?" Napoleon leaned back as if his total contribution to the trip was now complete.

"I hate to argue with your navigational abilities, Napoleon, but I took a look at the map back in the hotel room. Was there any reason why you didn't take us up 101? It runs directly from Santa Barbara to San Luis Obispo."

"I thought the backdoor would afford us a little more privacy. If this is indeed THRUSH's doing, they'll be watching the main roads into the area. Since Santa Barbara is just down the road from San Luis Obispo, it would make sense that we check in there and drive up 101. They won't be as likely to be watching the opposite direction as closely. After all, it's a four-hour drive from San Jose."

Illya seemed satisfied with the explanation and settled back to drive. After a long period of silence, Napoleon ventured, "Illya, how much do you know about Section 2, Special Reserve?"

"Not much more than what training afforded, although I've heard all the usual rumors, of course."

"That UNCLE genetically engineered them, you mean?"

"Yeah, special metal plating under their skin, chemically altered vision so that they could see different ranges, the whole nine yards." Illya pushed up his glasses and adjusted the height of his window a little as the sun ducked behind a bank of clouds. "Anyhow, the rumors aside, they were a team of specially-trained agents who went into situations that no one else could or would. Had a phenomenal rate of success from what I understand, but also a high casualty rate. Finally around 1957, UNCLE decided to cut the program and untrained the SR agents. Unfortunately, for one reason or another, they didn't deprogram well. Several had to be sanctioned or committed suicide. There was also an abnormally high rate of terminal illnesses among them, if I remember correctly. I thought the last one died years ago."

"Me too," Napoleon admitted. "I used to have nightmares when I was a young agent about getting paired up with one and having him go rogue on me. There were photos from that high school incident..."

"...I saw them, too. Pretty messy stuff," Illya said, slowing the vehicle as they approached the small town of Paso Robles. "What is the name of the missing agent?"

"According to his file, it was Hirum Urquhart, but when he was detrained, it was changed to Friendi Gaul. Dead brother's name from what I could tell."

"Friendi? What is that?" Illya pulled up for a traffic light and looked around slowly, eyes scanning for any hint of trouble. There were several buses pulled up in front a hotel, a banner stretched across the main street proclaiming the name and date of the local rodeo and several characters, who looked as if they'd stepped out of a cowboy novel, clogged the sidewalks. A quick check to his rearview mirror revealed no tail. It was almost as if they were invisible.

"Scottish, or so his file says. It's hard to tell how much is fact and how much is window dressing even for one of our own operatives." Napoleon was engaged in his own study of the area, a scrutiny that didn't cease when the light turned green and the car sped forward. "Quiet little place."

"At the moment," Illya said, his attention bent on deciphering the road signs for the freeway. "Looks like the next stop will be San Luis Obispo."

"There's something wrong, Illya," Napoleon said, dropping his head and frowning. "Maybe that town is used to tourists, but I felt like I was..."

"...Invisible? I felt it, too. Very peculiar." They hit the on ramp and Illya sped up. "I have this weird suspicion that we haven't seen the last of this place."

The car shifted through the early afternoon traffic on the streets, with Illya constantly splitting his attention between the vehicles around them and the driving. "So do you have the address for the office?"

"Yes, the front is on Marsh Street. It's called Comic Relief."

"I'm afraid to have my hopes dashed by asking if it's a comic book shop."

"Ye of little faith. That's exactly what it is. What's the matter? Have your subscriptions all run out?"

"I shall ignore the cynical tone in your voice. Every man needs a hobby, even you."

"I have one, thank you," Napoleon said, turning his head slightly to eye a passing redhead.

"That isn't a hobby, Napoleon, it's glandular imbalance."

"Sticks and stones, partner."

The light banter between the two was misleading, for both men were alert, watching for trouble, waiting for the inevitable gunshot, the squealing of tires. An UNCLE agent was missing, possibly dead. That thought was not far from either man's mind.

"Turn up here and try to find some place to park," Napoleon instructed, folding away the map.

"I haven't seen one of those since we entered the city, but there was a parking lot a couple blocks from here. Feeling lucky?"

"I'll try to keep up with you."

Janice Bruce looked up automatically at the security screen when the front door bells jingled and she cocked an eyebrow at the pair of men who entered. Neither looked the sort of clientele that the shop normally entertained and again she thanked Friendi for installing the security system. It had seemed overkill to her at first, but now she depended on it.

The shorter of the pair went immediately to the new releases, scanned titles and picked up the latest issue of Detective. Well, he knew what he was doing, but the dark-haired man was strangely out of place. Not uneasy, just out of his element. With his dapper dress and carefully groomed good looks, he belonged in a bank or a high rise, not here.

After a moment, he went to the counter and started speaking with the teenager on duty. Gil shrugged his shoulders and reached beneath the counter. A second later the bell chimed and Janice rose. Trying not to get her hopes up, she brushed crumbs from her jeans and left the sanctuary of her office in the back storeroom for the floor.

Friday was always a madhouse around the shop, for all the new arrivals came in then and her regulars knew it. It was a struggle just to fight through the crowd to get to the cash register.

"I'm Janice Bruce. May I help you with something?" she asked the dark-haired man who smiled warmly at her. In that instant, she suddenly felt like the most beautiful woman on earth. Wow, talk about charm, she thought as the man extended a hand.

"I'm Napoleon Solo, Friendi's cousin. Uncle Alex sent me."

"Thank God! I've been waiting for you."

"Is there some place a little more private where we can talk?"

"I have an office in the back. C'mon."

"Illya?" Napoleon snapped his fingers and the blond man who had accompanied him into the store was immediately at his side.

"Another cousin?" Janice asked, cocking an eyebrow.

"Another cousin," Napoleon said. "Illya Kuryakin, Janice Bruce." Nods were exchanged and Janice led the escape from the madness of the floor to the relative quiet of her office. Two clerks who were taking a break in the storeroom glanced up with disinterested as they passed and went back to their card game.

Janice closed the door behind her and turned to face the two men. "I know there's something weird going on and I'm missing about seven pieces of the puzzle."

"How well did you know Mr. Gaul?"

"Friendi? As well as anyone, I guess. We didn't date or anything, if that's what you mean."

"Not exactly. Were you aware of Mr. Gaul's business?"

"The shop? If you're going to have the balls..." She caught herself and covered her mouth a moment before continuing, "...the nerve to suggest that he took off with the store's earnings, I'll throw you both out on your ear." She drew herself up as much as possible to appear a threat. "The till was fine, so was the safe. I'd made a deposit the night before, so there wasn't even much money in the store to begin with." The mere thought that these jokers might even suggest Friendi would stoop to such things made her blood boil. Just who did they think they were?

Napoleon held up a hand and gestured to a chair. "Miss Bruce, I think you better take a seat."


The two men exchanged glances and reached into their jackets. Almost simultaneously, they held out small wallets to her, ID cards with photos.

"Miss Bruce, we are agents for the organization known as UNCLE," the Blond, she couldn't remember his name, explained. "Mr. Gaul was one of our field agents and we have cause to believe he is in serious trouble or possibly even dead."

"I'd better sit down," Janice murmured, feeling as though the world had taken on a 35-degree angle. "A field agent?"

"He was an extremely specialized espionage agent," Napoleon said, offering her a paper cup with water in it from the office cooler. "The last one of his kind left. If THRUSH has gotten their hands on him..."

"Thrush?" Janice interrupted.

"The bad guys. We are the good guys or so it says in our job descriptions," the Blond explained with a slight smile. He set down the comic he was carrying on her desk and fixed a pair of bullet blue eyes on her. "It is vital to world security that you help us reconstruct his last few hours before his disappearance. You're our only hope." Whew, and she thought Napoleon was intense.

"Do they pick you guys based on charisma or is it just part of the package?" Janice asked, swallowing the water mostly to have something to do.

"I won't say it doesn't help," Napoleon said, grinning. Inanely, Janice noticed his eyes crinkled up pleasantly when he smiled. Back to business, girl, she cajoled herself and dropped her attention to the desk top as Napoleon continued, "Was there anything peculiar that happened, no matter how small?"

"We were pretty busy setting up for a big sale, trying to get rid of some of the back stock before the end of our fiscal year. Friendi seemed a little on edge, but I just figured it was because of the new comic shop that opened over on Walton. They have twice our floor space and have been really playing it up. Business was dropping off, so I chalked it up to that. There was something a little weird though, now that you mention it."

Both agents leaned forward anxiously. "What?" Napoleon stopped just short of demanding.

"This is going to sound so bizarre, but...well, Friendi talked to the comics, sort of like they were alive and could hear him. He called them his kids. When I first started here, I thought he had a screw loose, but after a while, I started doing the same thing. It's conducive to the job, I guess. Anyhow, that morning we were setting up the shelves and Friendi was talking to the comics. I wasn't thinking anything about it really, but when I passed him, he was saying, "It's up to you now, old friend. If anyone can save us, it will be you." I thought he meant the sale, but now I'm not sure." The grapefruit in her throat was back and she swallowed furiously to try and shift it, determined not to cry in front of these strangers. Instead she started shredding the paper cup with trembling fingers.

"What comic was he talking to? Do you know the specific issue?"

"Ummm, yeah, it was a Detective...umm, 294, I think. It didn't sell because of the price."

"Could we see it?"

"Sure, give me a minute." She was back well before that, carrying the comic carefully. "Here you go—The Villain of a 100 Elements. Not prize-winning stuff, but most comics from that time weren't. I couldn't figure out why Friendi marked it so high. It's only worth about $8 in mint condition and you can see he's marked it for $35. He wasn't in the habit of bilking our customers, so I figured he must have had another reason." She stopped and sat down again, hard. "I...I wished I'd asked him now. All day he seemed just on the brink of telling me something, then the phone would ring or someone would ask a question and the moment would be lost. After the sale, we just sort of all crawled home and collapsed. Or at least I thought we did."

"Mean anything to you, Illya?" Napoleon passed the issue over and the blond took the comic carefully from the Mylar bag. "You're the expert in this field."

"Hardly an expert." Illya flipped carefully through the pages, then stopped and withdrew a piece of paper. "But perhaps an expert is not called for in this case." Napoleon took the paper and studied it.

"What is it?"

"Looks like a map of some sort, but what are these number sequences? Code, Illya?"

Illya took a pair of glasses from a jacket pocket and put them on before taking the paper from the dark-haired man. After a long moment, he shook his head. "If it's code, it's nothing I'm familiar with. I'll run it through the computer in New York. What about you, Miss Bruce? Do you recognize the numbers at all?"

Janice shook her head slowly. "Not really," she murmured, although they seemed strangely familiar to her. "Why would Friendi hide this in the comic and then put it on sale? Was that why he marked it up so high?"

"Miss Bruce, would you possibly be in the position of needing an extra hand around the shop?" Napoleon asked suddenly. "You are now a person short after all."

"I wasn't planning...Hire you, you mean?"

"I think Illya is more in your league," Napoleon said with another smile. "He could keep his eyes open just in case our friends pay you a visit."

"I agree. You arejust a bit too clean cut for comics, Mr. Solo," Janice admitted, after a moment of self-consciousness. "Would tomorrow be okay? We open at 10, but if you could be here at 9:30, I'll show you the ropes. It'll be worse than today. Saturday always is."

"He'll be here," Napoleon promised. "Do you have any recent photos of Mr. Gaul? The last one we have is several years old."

Janice rummaged through the desk for a minute and then bit her bottom lip. "That's peculiar. I could have sworn there was a whole drawer full of photos. I have one at home I can give you."

"Thank you. We are staying at the Apple Barn if you remember anything else."

"No problem." The two men turned to leave and Janice screwed up her courage. "Just one thing, guys." They both looked over their shoulders at her. "If you could lose the suit tomorrow, Blon..Illya, it would be great. We're more the jeans and tee shirt speed around here."

"Understood," Illya said, with a nod and a smile. "I'll be here at 9:30. Properly attired."

"Great." She lifted a hand to wave, but they were already gone.


Napoleon Solo stretched out upon the narrow bed and watched his shoes as he wiggled his toes. From the noise coming from the bathroom, he could tell the Russian had finished his shower.

"So what do you think of our Miss Bruce?" Napoleon called over to his partner. Illya came out of the bathroom, toweling his hair dry.

"Sincere enough." He paused in his task to reach for a pad of paper. He wrote something, and then held up a piece of paper with bugs? printed neatly upon it.

"Both rooms are clean. Either THRUSH doesn't know we're here or hasn't had the chance to get in yet. Have you come up with anything about that code?"

"I was being honest when I said I'd never seen anything like it. Did you call it into New York?" Illya tossed the pad back down on the desk and resumed drying his hair.

Napoleon smiled at the memory. "Oh yes, Simone wanted me to tell you she enjoyed Sunday night, but could she have her watch back? She thinks she left it somewhere around the couch." Napoleon shook his head as the Russian's face colored slightly. "Guess they're right about still waters running deep."

"Some of us just prefer to remain silent concerning certain aspects of our social lives."

"I see. Anyhow, the code was news to her."

"That is exceedingly odd."

"Agreed, but she's running it with all current and past known UNCLE codes. If it's anything of ours or theirs, she'll find it. If it isn't, well, we have an ice cube's chance in hell of..." The phone cut him off and Napoleon leaned over to snag it before it had a chance to finish its second ring.

"Hello?" The noise that greeted him made him frown until he recognized it as a woman crying.

"M-m-m-m-r. Solo?"

"This is Solo," Napoleon admitted, slipping a hand over the receiver. "Illya!" Immediately the Russian was at his side, his brow furrowed in question. He leaned close so that he could share the receiver with his partner. "Who is this, please?"

"It's me, Mr. Solo, Janice Bruce. They broke into my house... they...they..."

"It's okay, Miss Bruce, we're on our way. What's your address?"

"Uh, La Cita off of...Johnson. Apartment 632."

"Have you called the police?"

"No, you were the first ones I thought of." Illya cocked an eyebrow at that, but remained silent.

"Go ahead and call them. Illya and I are on our way over now." Napoleon cradled the phone as Illya returned to his room. He reappeared after a moment, strapping on his shoulder holster. "What do you think they were looking for?"

"We don't know it's THRUSH, Napoleon. It could be a random break in," Illya said, checking his clip before slipping the P-38 into the well-worn leather holster. "But somehow I doubt it. You ready?" He reached for a dark golf jacket.

"Ready." Napoleon pulled his own suit jacket on and settled it in place. He readjusted his gun as they headed for the door.

The drive took them into the back streets of San Luis Obispo, into parts of the city that tourists didn't see. Outwardly, there was very little separating it from dozens of other cities. They could have been just about anywhere in the U.S.

A brace of police cars were parked in a small cul de sac and Napoleon pointed. "I'd say that was our party."

Illya parked the car precariously close to a fire hydrant and leapt out, followed closely by his partner. A few interested neighbors had gathered around on the sidewalk in front of the apartment and the UNCLE agents wormed their way through them and headed up the stairs. Impulsively, Napoleon called out, "Janice?"

Almost immediately, the woman appeared and flung herself into Napoleon's arms, sobbing and holding onto him. Napoleon held her close, murmuring, "Shhh, it's okay. We're here now. Illya?" The Russian nodded and slid past the pair to enter the apartment.

The door had been kicked inward off its frame, the force leaving an indentation of the doorknob in the wall. The cop examining the area looked up at Illya for a moment, but didn't offer any comment or protest as the agent walked into the apartment.

The first thing the Russian noticed was that the TV and china cabinet were untouched. Instead, pictures had been pulled from the walls, furniture was upset, drawers upended and their contents dumped into a pile.

"Any idea what they were looking for?" Illya asked a kneeling policeman. The man didn't look up from his task of applying fingerprint powder.

"Not really. It looks like they just wanted to mess the place up."

"A bit peculiar, wouldn't you say?"

"Yeah, but who knows what dope fiends are looking for these days." The officer looked over his shoulder and frowned. "Who the hell are you? You better produce some ID right now, mister." The man came to his feet, his hand drifting closer to his gun.

"It's all right, Officer," interrupted Janice. Both men turned as she approached them. Napoleon was holding her hand and looking around. "He's my brother."

"And who's he?" He indicated Napoleon with a nod of his head.

"My boyfriend," Janice said softly, obviously coached by Napoleon.

The Russian raised an eyebrow at the officer and went to the woman's side. "Any more questions, officer? Are you okay, Janice?" He placed a casual hand on her arm, but she didn't answer. She just stood there, still holding Napoleon's hand.

"Your girlfriend is in shock, Mister. Miss Bruce, do you have some place you can stay?"

"She'll stay with me," Napoleon said automatically as he began his own study of the area.

"Right, like I'd stand for that with your reputation," Illya muttered. "She'll stay with me. Blood is thicker."

"Janice, is there some place a little more private where you can rest?" Napoleon whispered into her ear. She nodded and led them from the living room, down a short hall to a bedroom. It was in much the same condition as the rest of the apartment. Even out of ear and eyeshot of the policemen, Janice gave no indication of wanting to leave either man's side.

"Okay, what happened, Janice?" Napoleon asked. Illya wrestled the bed's mattress into place and they took a seat on it.

"I locked up shop and came home. Is this what you meant by saying they might be back?"

"Not exactly. Any idea what they were looking for? What's missing?"

"I can't tell yet. Everything's such a mess. Nothing big. The TV's still here, even my silver tray."

"We'll help you clean up," Napoleon promised, standing to lean against a bureau. "I just thought of something, Illya. If they know where Janice lives..."

"Do you have Mr. Gaul's home address?"

"Not exactly. I picked him up a couple of times, but he was always waiting for me on the sidewalk. I never knew which place was his. He was funny about that."


"I always picked him up on the corner of Cerro and Rosita."

"I'll go," Illya said, standing, but Napoleon held his hand up. "No, you better let me. You help Janice clean up and maybe you can help her figure out what, if anything is missing." Illya nodded, then caught Napoleon's arm as he passed. The dark-haired agent looked at him curiously. "Problem?"

"I have a very bad feeling about this. Be careful, Napoleon. Use more caution than necessary."

"You, too. Our friends may be back."

It had taken him some time to track down Gaul's apartment, but he figured he had found the right place since the door was resting on the floor.

Cautiously, he eased into the small frame house. A soft scrpp to his left froze him in place and then he heard whispering, not loud enough to make out, more like the buzzing of a fly. Whoever had taken down the front door was obviously still inside. Pulling his pistol from its holster, Napoleon moved carefully in the direction of the noise.

"Find anything?"

"Nah, what a cheap bastard!" Napoleon heard a rattle. "Cool! Look what I found!"

"What caliber?"

That wasn't exactly the question Napoleon had wanted raised and he slipped the safety off his Walther. It was reasonable to assume that the unknown parties were now armed and dangerous. He eased up to the door casement and glanced cautiously around the corner. Two men were digging through the contents of a drawer, unaware of their observer. After watching them for a moment, Napoleon decided that they weren't THRUSH, not with the way they were going about the search. They were looking for valuables, not anything in particular.

"May I help you gentlemen find something?" Napoleon asked, dropping low.

Both men reacted by freezing and that confirmed Napoleon's previous observation. They weren't THRUSH and weren't even professionals. They'd probably just happened upon the house and were taking advantage of the situation. A shot rang out and Napoleon went all the way to the floor. The shot went wild, barely aimed in his direction, but he wasn't taking any chances. Nor was he going to return fire. With his training, both robbers were sitting ducks and he had no intention of explaining to the local police just exactly why UNCLE agents were going around shooting up the town's citizens, law-abiding or not.

He risked a fast look around the doorframe and smiled grimly to himself. The pair was headed out a window. He yelled, "Stop or I'll shoot," which prompted the pair to leave that much quicker. When they disappeared from view, Napoleon slowly got to his feet. Not until he was certain neither man was lurking just outside the window was he going to venture from his cover.

The sound of a car starting outside spurred him on to another window and he noted with satisfaction that he was free and clear. After waiting a few more minutes, Napoleon holstered his weapon and ventured out into the living room. It was hard to see anything in the waning light and he fished a mini flashlight out of his pocket. He turned the beam on and took a step. His feet suddenly slipped out from beneath him and he went down, cracking his head on the oak flooring. His last conscious thought was, Gee, I thought this was Illya's game, then nothing.

Illya Kuryakin suddenly realized he was holding a garter belt and quickly stuffed it into a drawer. The things he did in the name of espionage, his father would not have understood.

"How are you doing in here, Illya?" Janice asked as she entered carefully carrying a cup of coffee. "Two spoons of sugar, right?" The Russian nodded and accepted the cup from her.

"You haven't found any photographs of Gaul?"

"None. Why would they break in here just to steal those? I mean, granted there weren't many of them in existence; Friendi hated to have his picture taken, but that still doesn't explain it."

"Very little that THRUSH sets out to accomplish makes any sense when viewed separately. It is all part of some master plan," Illya said while watching her carefully. Within the few hours since they had met her, she had gone from concerned employee to prime target. "How are you holding up, Ms. Bruce?"

"Okay, I guess, I just feel"


There was a long pause as she sat down heavily on the bed. Then she nodded, "Almost like I've been raped or something."

Illya got to his feet and sat down beside her. "You have to realize that this wasn't a random act of violence. The men we're dealing with are professionals and very determined. However, there's an excellent chance that they won't come back here, either because they found what they were looking for or didn't. They aren't going to waste their time by harassing you unless they feel you know something. If that were the case, you would have already been taken before we arrived. As long as you stay with us, you'll be safe."

"I don't know what I would have done without you and Mr. Solo." Impulsively she hugged the Russian.

"Oh, great, I'm suffering grievous bodily harm and you're consoling the innocent bystander. Isn't it supposed to be the other way around?" A disheveled Napoleon Solo leaned against the doorframe and smiled wearily. In an instant, Illya was at his side.

"What happened?"

"I slipped on a banana peel."

"Be serious, Napoleon."

"Okay, I slipped on a comic book—a lot of them," Napoleon said, limping to the bed. He sat carefully, wincing at the pressure against his right buttock. "Our ransacking friends had already hit Gaul's place and some local recovery artists were plying their trade. I scared them off."

"So what happened?" Now that it was obvious that the man wasn't seriously injured, Illya's tone grew lighter.

"I told you. They had spread Gaul's comic collection all over the floor."

"Those plastic bags are slick," Janice said and both men looked at her. "So now what?"

"The fact that they hit your place after his means they still haven't found what they are looking for."

"If you want to continue on with that thought, Napoleon, we've been through just about everything here and only one thing is missing," Illya said.

"What's that?"

"Every picture of Gaul."

Napoleon patted the breast pocket of his jacket. "Why do I have a feeling that it has something to do with this little slip of paper?"

"Isn't it dangerous to carry it on your person? What if they find you? Would they...hurt you?"

"Probably kill him," Illya answered, returning to his task of replacing dresser drawers. "But Napoleon doesn't kill easily. I know, I've tried," he added as if to reassure her.

"That's comforting," Janice said dryly, then looked at the dark-haired agent. "Can I get you anything—an icepack or some aspirin? Providing I can find it, that is."

"Some aspirin would be wonderful," Napoleon said and she went off to get it as Illya pushed the drawer in.

"So what really happened, Napoleon?" He came to stand before his partner, a serious expression in his eyes and then studied the American's face. He fished out his flashlight and flicked it in first one eye and then the other. "No concussion, that's good news."

"I was telling the truth, Illya. All these plastic covers were spread out all over the floor. It was like hitting ice." The Russian didn't respond for a minute and then held out his hand. "Give me the car keys."

"Why? What's going on?" He tossed the keys over to the blond.

"Comic books, Napoleon. They went through the comic books at his home. What about the store?" He ran out, nearly colliding with Janice as he did.

"Where's he off to so fast?" she asked the Russian's retreating back.

"Had to see a man about a horse," Napoleon explained, smiling at her.

Illya impatiently drummed his hands against the steering wheel of the car. It was inevitable that when one was in a hurry all the traffic lights would be red. A siren suddenly wailed and Illya jumped slightly. He had been so distracted that he hadn't even heard the vehicle approach. That could be deadly in his life style. He pulled the sedan over to give the police car plenty of room. In the distance, he could hear another siren joining in, like a bizarre mating call.

He pulled onto D Street and nearly collided with another black and white. There was something very strange going on and he suddenly had a feeling that THRUSH was at the bottom of it.

A police car was parked across the street and he pulled off to the side, double-parking, and got out.

"You'll have to leave, Sir. We've got a situation," the uniformed office told him as he drew nearer.

Illya brought out his ID and nodded to the horizon. "Comic Relief?"

"How did you know? We've got two gunmen holed up inside the store."

"Take me to the officer in charge," Illya ordered. His tone left no room for argument and Illya was promptly standing before a tired looking, gray-haired man. "Illya Kuryakin, UNCLE, I think you might have a couple of particularly nasty birds inside who belong to me. Do you think you could provide enough of a distraction for me to get inside?"

"They're armed."

"They always are," Illya said, drawing his weapon and checking the clip. "Please wait ten minutes. If you don't hear from me, assume that I was unsuccessful and proceed with your original plan." He was off before the man could protest.

It was growing dark, giving Illya's usual black garb an advantage. He kept low to the ground and moved towards the back of the neighboring building. No shots rang out, but Illya didn't take any chances. He pressed himself against the building and assessed the surroundings. Two gunmen meant that they were likely to have both the front and back entrances covered. Experience told Illya, however, that their attention would primarily be focused on the cops out on the street.

Glancing around in the near dark, he spotted a ladder and nodded grimly to himself. When in doubt, up was always the path to take. Tucking the Walther into the waistband of his pants, he climbed up, slowing as he neared the crest just in case.

After a precautionary study of the rooftop, Illya hefted himself up and over and began a slow walk around the perimeter of the roof, keeping as near the edge and stepping as lightly as possible to mask his footsteps.

It took precious minutes to pick the lock to the skylight and he held his breath as he attempted to shift it. Considering its weathered condition, it could have been the first time in years anyone used it and the fact that it might stick or come away with a fearsome god-awful racket wasn't far from the Russian's mind.

However, whatever god looked after tired UNCLE agents smiled down upon him and the skylight opened with surprisingly little fuss. He took a deep breath and hefted himself over the edge, using as much speed as he was capable of. It wasn't necessary; the skylight merely opened to an attic, an attic crammed full of dark threatening shapes until Illya flicked his flashlight over them. Long white boxes were stacked upon each other, probably close to a hundred of them, but he wasn't inclined to count.

Illya kept close to the floor as the light played over the nearby area. Unfinished, he decided after a moment as he balanced himself on two heavy, rough wooden beams. It had been sheer luck that he hadn't hit the portion between them and gone straight through to the store. Of course, that could have earned him a spot in the Extraordinary Entrances Hall of Fame or a bullet between the eyes. Somehow, he was satisfied with the way things had turned out. He kept his weight balanced between the beams and crept toward a square of outlined light on the floor.

He shifted the panel and glanced through the hole. By the muted light, he could tell that there was still one closed door between him and his quarry. This time, it led to a bathroom. Close, but no cigaro, he thought as he dropped through the ceiling to the floor. However, at least he was inside and still unharmed.

A sharp pop sent him against the wall, but he just as quickly realized it was directed not at him, but at the cops on the street. Illya carefully cracked open the door and looked out. He was in a bathroom just off the office and he wasn't alone. There was a man in black garb not three feet from the door, digging his way through a long white cardboard box, comics spilling over the sides.

Illya looked at the door and then back at the THRUSH, for it was an enemy agent as sure as Illya was Russian, and made a calculation. Satisfied, he whistled sharp and short. The THRUSH looked up just as Illya kicked the door. The edge caught the man just as he looked up and sent him sprawling. Illya moved fast, in case the man needed additional convincing to remain down, but he didn't. Illya grabbed the man and shoved him into the bathroom and headed for the office door. According to the man in charge, there were only two inside, but somehow Illya doubted that now. Only two gunmen, perhaps, but THRUSH wouldn't leave a rear entrance unguarded, no matter the situation.

He barely reached the door when the knob rattled and Illya sent himself against the wall, just as a THRUSH carrying a very nasty looking rifle, burst in. Illya used the butt of his gun to take the man out, shaking his head at the man's ineptness. Kneeling to take the rifle away, the man's youthfulness struck him. It was probably his first field assignment, and his last now that UNCLE had him.

A sudden burst of gunfire and shattering glass startled Illya out of his thoughts and he shouldered the rifle. Obviously, he'd taken a little too long and his ten minutes were up. He was coming out of the office just as a flurry of officers came rushing in the back entrance. Immediately Illya froze, dropped the rifle and gun and held his hands away from him. He had a bad feeling that it was the beginning of a very long night.


"What a mess," Janice Bruce murmured, shaking her head slowly. Comic books were spread from one end of the store to the other, many torn, creased or otherwise unsalable. "This is going to be a total loss."

Napoleon Solo looked up from his task of stacking comics into a pile. "What do you mean?"

"I can't sell any of these now. I might as well open the doors and tell people to take what they want, pay off the creditors and be done with it."

"Wha' 'bout all dose up in de addic," Illya asked. He was hammering plywood over what had been a plate glass display window and had to talk around the nails in his mouth.

Janice shook her head. "I can't understand what you're saying."

The Russian took the last few nails out and tried again. "What about all those in the attic?"

"I still don't understand. What attic?"

"Attic, crawlspace, overhead storage, whatever you want to call it." Illya pointed to the ceiling. "I was up there and saw all the comic boxes. I assume they've got comics in them."

At the dumbfounded expression on Janice's face, Napoleon and Illya exchanged quick glances and Illya led the way to the bathroom. Once there, he looked up and frowned. "I'll be damned. I know there's an opening up there; I came through it last night." His partner grabbed a nearby chair and Illya climbed up. Even that close, it was impossible to see the seam that indicated the opening. It took him a few more minutes to finally push up on the panel.

"Your attic, madam," he gestured, then reached up and hefted himself through the opening. After a moment, he looked down. "Well, are you coming?"

"Guess that means us, Janice. C'mon and I'll give you a leg up." He boosted her skyward and she pulled herself through the hole and then he followed.

The air was stale and as bitterly cold as it was dark. Illya pulled the same mini flashlight out of his pocket and traced the beam across the room, picking out shapes as he did. "Comic boxes, right?"

"Yeah, right, but why keep them up here? It's wet and cold. It couldn't be doing the comics any good."

"What's written on the end?" Napoleon squinted in the low light. "Illya, shine your beam over that way." A small spot lit up and Napoleon read the numbers out loud, "105668-129670, Janice?"

"Probably issue numbers, month and year...wait a second, let me see that paper again," she demanded, holding out a hand to Napoleon. She took it and knelt down by the light coming from the opened hole. "That's your code," she said after a minute. "Or at least part of it. See?" Both agents joined her. "3520571, Issue 352, May of '71. I don't know what the numbers following it are."

"Any idea which issue from what comic line?" Napoleon asked.

"Ah, that's the mystery," Illya said, taking the paper from Janice. "Although I would wager it's up here somewhere."

"But, Illya there have to be a couple thousand comics up here," Napoleon protested.

Five thousand, six hundred and fifty this count, Janice thought as she started on the next box. It was funny, but she didn't realize that this many comics existed, and this was her business. She knew Friendi collected, but this was ridiculous. They had enlisted the help of the store staff and lifted the discovered comic boxes down through the ceiling and into the warmth and brightness of the storage room. "Why would Friendi keep these up there?" she wondered aloud and Illya turned to her.

"You were his associate, you tell me," he said softly.

"That's what's so hard. I thought I knew him so well and now I find out I didn't know him at all."

"Most peoples' lives are not open books. Look at Napoleon and myself. We practically live in each other's pockets and yet there are certain things we choose to keep from one another. Sort of as protection of our identity, some little piece of us that is solely our own."

"You've got the soul of a poet, Illya," Janice murmured.

"My gypsy nature," he said with a small smile. "I didn't know they did Nanny and the Professor comics."

"Hell, they do comics for everything. I'm surprised you guys don't have your own line."

"Don't suggest it to Mr. Waverly," Napoleon said, pushing aside his box of Bat Family. "He'd have us posing for the cartoonists. Have we found anything of value here?"

"Comic-wise, I think so."

"Information wise?"

"I don't..." Illya trailed off, then snapped his fingers. "Janice, did Gaul have a favorite line?"

"Quite a few, but his world stopped when a new Batman or Detective came into the store." Napoleon looked around at the numerous piles of boxes. "Are there any of them in here?"

"Over there," she said, pointing to a stack. "He's got nearly a complete run of both."

"Are you onto something, Napoleon?" Illya looked up from his box of Spiderman. With his glasses, he appeared more a scientist than a spy.

Espionage agent, Janice corrected herself.

"I'm not sure. Janice, why don't we take a little break?" Napoleon said, looking over at the two clerks, then back to the woman. After a moment, she understood and nodded. It was now obvious that the UNCLE agents wanted the other clerks out of the way for a moment.

"That's a pretty good idea. Gil, Crystal, if I gave you some money, would you go for something to drink and some sandwiches?" She dug some bills out of her pocket as her two employees stood and stretched. "Just a six-pack of something...non-alcoholic, Gil," she added as an afterthought.

Gil laughed, "Oh sure, you're no fun."

"Just call me a slave driver," she said and watched as they left. Napoleon and Illya were already digging through the box of Detective.

"Pick a number, Napoleon," Illya said.

"Try 3900869." It took the Russian a moment to thumb through the box and Janice was contemplating coming to his aid when he pulled out an issue.

"Okay, I have issue 390 and its publishing date is indeed August 1969.

"Now what would 1411 mean?"

"Page Fourteen?" Janice asked, unable to keep to herself any longer. "Or Page Eleven. Couldn't be Page forty one because the comic isn't that big."

Carefully Illya took the comic from its bag and thumbed through the pages. "Hmmm, looks like Batman and Robin are taking on the Masquerader." He studied first one page, then the other. "Could the eleven indicate a word or group of words?"

"Count them out and tell me what you end up with."

"...ah...Infra-red lamps. Not much of a clue."

"But it's only one piece of the code. The next one is 2020668."

"That would be a Batman," Janice said, pointing to another box. At the doubtful look being directed at her, she explained, "They only published about twelve issues a year back then. If the Detective issue 390 was published in August of '69, there's no way one done in June of '68 would be a 202."

"Makes sense," Napoleon admitted. He opened the box and shuffled through the comics, finally pulling out the indicated issue. Gateway to Death... what a charming title."

"These are comics, Napoleon, what do you want?"

"I thought they were supposed to be funny. That's why they call them funny books."

"That's why you call them funny books." Illya indicated Janice and himself. "We call them comics. Go to Page Seven, Napoleon. Word Thirty One."

"It's 'a'."

"A? Most codes don't include articles," Illya said, frowning and looking at the page. "What if it's not the number count, but something else? Like the panel."

Napoleon checked the other comic and shook his head. "Nope, there's only five or six per page."

"It could be that the code is focusing down from the page to the panel to the...the what?"

"If it's not the word, what about the sentence? Or maybe the word bubble?" Janice suggested. "Maybe Friendi was just trying to convey an idea instead of actual words. He sort of operated like that."

"If that was the case, the infra-red lamps would still work and the panel would be "They look like the original Unholy Three. Unholy Three is in bold face," Napoleon said. "Illya?"

"I'll follow it up."

Gil and Crystal entered, each carrying a bag as the blond agent stood and walked into the restroom.

"Heavens, do we offend?" Crystal asked as she set the bag down.

"When you gotta go, you gotta go," Gil said. "Sorry, but there wasn't any change, Janice." But the woman barely heard the words. Her mind was on other topics as she stared at the bathroom door.


"I feel like I'm going to burst," Janice complained as they entered Napoleon's room. "That baked apple was great. I can't believe I've lived here all my life and never tried it before. I have you to thank for that, Napoleon."

The dark-haired agent grinned and tipped his head. "You are very welcome, ma'am. Glad I could be of service." He listened to the noise coming from the adjoining room and he opened the interconnecting door, tapping once on the thin partition. "Sounds like Illya's giving your room a once over to check for bugs." At the lack of a response, he ventured, "Illya?"

"Anything wrong, Napoleon?" Janice asked. "Why doesn't he answer?"

"I don't know. Get in the bathroom and lock the door," he ordered as he reached for his gun. "Lie down in the bathtub and don't move until I tell you to." He didn't wait to see if she obeyed or not; there had been no room for argument in his voice. Instead, he tapped again on the door. "Illya?"

Still nothing and he took a step back, then planted his foot squarely in the middle of the door. The anticipated response of the door should have been for it to burst inward off its hinges. Unfortunately, the wood veneer was paper thin and Napoleon's foot went through the panel to the other side.

With a curse, he started to pull his foot out, only to discover he was caught and worse, off-balance. He waved his arms in a futile attempt to stay upright. Then the door opened slowly and a stranger was looking at him.

"Hey, Joe, what am I offered for a one-legged UNCLE agent?" he asked over his shoulder.

"Forget him. We only need one. Two would slow us down," Joe answered and Harry shrugged his shoulders.

"Sorry, Mr. UNCLE agent, this is a party you're not invited to." He shut the door, but not before Napoleon caught sight of a heavy-set man with a slender, pale-blond bundle slung over one shoulder.

"Illya," Napoleon shouted, but the Russian was obviously out for the count. He heard the hall door open and shut as he tugged at his foot. "This would never happen to Bond in the movies," he sputtered as he yanked it free. Without a moment's hesitation, he charged out of the room, gun drawn, and looked around with the hope that he'd pick up an indication of where the pair had gone. He ran to the window at the end of the hall and looked out, but the spring dusk offered no help. Frustrated, he headed back to his room.

It would have been unlikely that the Russian could have been surprised; he was far too wary for that. Yet it was equally unlikely that he would have willingly let two strangers into a hotel room. Napoleon wished now that he had been able to convince Illya to join him and Janice for dinner, but the Russian had gotten his teeth into something.

He holstered his weapon and looked around the small room. From the way the furniture was scattered, Illya had put up a fight before succumbing to the pair. He returned to the room he shared with his partner and looked around a little more carefully.

There was paper spread out over the desktop and several sheets were crumbled up and lying by the wastebasket. Napoleon picked up the nearest sheet and studied the doodles, hoping for a clue. Even Illya's scribbles had a sort of mathematical quality to them, but didn't reveal any secrets.

"Napoleon?" The half shouted, half whispered call broke his concentration and he looked around. Who? Abruptly he remembered Janice.

"You can come out, Janice," he said through the doorway. A head hesitantly peeked out from the bathroom.

"Is Illya okay?" she asked emerging from her sanctuary

"I'm afraid Illya is gone," Napoleon said glumly.


"No, just gone. A couple of our feathered friends were here and grabbed him."


"That's a good question." Napoleon had returned to the desk. On a sheet of hotel stationary was written, 'The Unholy Three—Harry, Joe and Surly'. Janice read over Napoleon's shoulder, "Harry Joe, and Surly? Doesn't he mean Larry, Moe and Curly?"

"Possibly." Napoleon turned the sheet over, an index finger tracing the outline of a row of precisely drawn squares. "Illya's not a great connoisseur of the Three Stooges." He tapped the paper slowly.

"That looks like the Santa Marita plant," Janice said.

"Santa Marita?"

"An experimental solar energy plant just outside of California Valley. I've seen it a couple of times on the news. They have all the rows and rows of mirrors."

"I wonder if that's what Gaul was trying to tell us and that THRUSH is somehow involved."

"What?" Janice asked with a laugh. "What are they going to do? Hold California Valley up for ransom?"

"That's twice you've mentioned California Valley. Some small town, like Paso Robles?" Napoleon continued to search through the papers.

"Its claim to fame is as California's first major land fraud. Some guy down in Los Angeles came up with this brilliant idea that people needed some place to escape in case of a nuclear war and thought California Valley was that place. Unfortunately, back in the early 1900's, there was an active potassium mine in the hills surrounding the area. They mined the pot ash by hauling down cartloads of it from the mine and dumping it into the lake. This went on all winter. In the summer, the lake would evaporate and they would scoop the pot ash from the edges as it precipitated out."

"Didn't that raise havoc with the water shed?" Napoleon asked as he enlarged his search to include the wastebasket.

"Hence the fraud aspect of the land deal. Our entrepreneur put in roads, had the area surveyed, built a motel of sorts, restaurant, store, fire house, even convinced the utilities to bring in electricity and phone lines, but guess what?"

"No usable water?"

"Bingo. I won't bore you with all the legal details, but the final outcome was that the watershed was trashed. There's not even enough grass growing there to feed cattle. It got so bad that anyone who's purchased land in California Valley can't even sell it now. They have to pass it on to their heirs or default and let the bank foreclose. Because of that, California Valley has a grand population of about a dozen inhabitants. Most people around here don't even know it exists anymore."

Napoleon looked up from his task of flattening sheets of crumpled paper. "So how come you know so much about it?"

"Friendi was a hot air balloon enthusiast and every spring a bunch of them hold a rally there. Friendi found out and wrangled an invitation and just fell in love with the place. He would go on for hours. I feel like I've lived there and I haven't even seen it."

"There's a little bell in my head that says you're about to get your chance," Napoleon said, sliding a bit of paper around for her to see. Potash? was written in Illya's careful script. "Do you know of a way to get us in town without attracting attention?"

"Mr. Solo, you don't seem to understand. The town of California Valley consists of two structures—period. A hotel that's right out of Psycho and a restaurant that opens when it feels like it." She trailed off and bit her bottom lip. "Wait a second, now that I think about it, there might be a way. How much do you know about birds?"

"Is this a trick question?"


The first thing that Illya Kuryakin saw when he woke was a massive cobweb. It stretched from ceiling to floor and could have caught and held a small herd of cattle. Okay, so he'd been captured and was being held by a bad horror movie. He blinked in the dim light to try and make out his surroundings. The bed he'd been dumped on was dusty and the air stale. Not a horror movie, but rather a room that had been shut up for a very long time. Shifting, he heard a strange noise, metal striking metal.

Slowly he tried to sit up and realized the metallic clinking he heard was made by his ankles and wrists. They'd been manacled together with something from the middle ages. And we are back to the horror movie, he thought to himself.

Somehow he got into a sitting position, then to his feet and shuffled over to a window. The curtain was water-stained and held in place with safety pins and sheer will. Pushing it aside, he blinked at the inrush of sunlight and then looked out onto a great expanse of nothing. Vast carpets of low shrubs, flowers and green-gray grass stretched out, rushing to meet a distant mountain range. Beautiful, if once wasn't being held in shackles.

He let the curtain fall and hobbled to one of the three doors in the room. One led to a small room that was nearly filled to capacity by a twin bed. It looked even more disused than the room he was currently in. The second door led to a closet that was filled with an odd assortment of men's clothes, camping gear, lawn games, women's shoes of various sizes and a deflated volley ball. Shaking his head, Illya tried the third door. It opened into a furnished room that wasn't in much better shape than his, although the curtain was open and the two beds showed signs of recent use. Even better, there was a door that stood open and led into some sort of courtyard.

Moving as fast as he could, Illya headed there. When he was captured, he was sure it had been by THRUSH. The men had been smooth, polished and efficient. Now he wasn't quite sure. Most THRUSH weren't foolhardy enough to just let their prisoners roam around, especially when they were UNCLE agents.

He stepped from the room out into a green expanse of lawn and stopped dead. He was in the center court of a small motel or motor inn as Napoleon called them. There was a tiny swimming pool that harbored an interesting mat of green algae. The walls behind it were faded and in obvious disrepair. Illya could see across the street to two low structures, one obviously abandoned, the other proclaiming itself as a restaurant. That was it. No more structures, just the same wide reaching fields.

"Welcome to California Valley, Mr. Kuryakin," said a half familiar voice and the Russian looked over his shoulder at one of his captors. It was the shorter one, Harry. Harry continued as he rounded the corner. "And you must be wondering why we'd just let you wander around here without armed guards." Harry looked around and then grinned. "Or maybe not. Obviously, there is no place to run and damned few places to hide."

"What is this place?"

"Your final resting spot, I'm afraid, Mr. Kuryakin, unless you decide to cooperate with us."

"Why would I cooperate?"

"Because you like my face."

"Try again."

"Because you like your face," Harry said, holding up a crowbar.

Illya nodded slowly. "I'm beginning to follow your reasoning."

Janice slowed the car, not a difficult task with a vehicle whose top speed was 40 mph, as they approached the sign for California Valley. The sign, once brilliant and hopeful, was tired and ready to retire. Various parts of it had been painted out as, one by one, the businesses had collapsed and disappeared, a condition shared by its people. She downshifted to a complaining first gear and yanked the steering wheel to the right. "Where did you get this thing?" she asked the man sitting beside her. She was having a hard time remembering that this was the same person who'd walked into her life just a couple of days earlier. Napoleon had degenerated from a dapper, sophisticated man-about-town to this doddering, frumpy old man.

"Never overlook any detail," Napoleon advised, winking at her. "That's Rule No. Three in The Spy's Handbook. Would you want to try for a fast get-away in this car?"

"Not really. It can only hit forty when going downhill." Janice thought for a moment. "So we won't be as likely to attract attention driving this as we would something more powerful."

"Correct. We can't afford that in this small a place. We need to fit in. Or stand out so garishly that no one would even consider us to be anything other than what we profess to be."

"How long did it take you to learn how to be a spy?"

"My theory is that great spies are born, not made, except possibly in the case of the Special Reserve Agents."

"That's what Friendi was?"

"Yes, we referred to them as super agents."

"I wonder if that's what initially attracted Friendi to comic books," Janice said, scratching her head. The temporary dye Napoleon had used made her scalp itch. "Or if it was his love for comic books that made him a super agent, as you call them."

"We'll never know," Napoleon said, studying the fields before them.

"Friendi's dead, isn't he, Mr. Solo?"

"I'm afraid so. If he wasn't, he would have escaped by now and contacted us."

"And I don't even have a photograph to remember him by..." she trailed off as tears clouded her eyes.

"C'mon, now, no crying. You promised." Napoleon patted her arm encouragingly.

"It's just not fair," she protested, biting a lip to combat the tears.

"Life seldom is."

A change of topics seemed the best way to forget about Friendi, so Janice cleared her throat against the knot and asked, "So, if you're so sure that these...ah...THRUSH guys are involved with the Santa Marita solar plant, why didn't you want to stop there? Aren't you even the least bit interested about that bolt of lightning you saw?"

Napoleon leaned back in the bench seat and studied the landscape. The truth of the matter was that he was very interested, but he also knew that if THRUSH was indeed up to something, he'd have a better chance with his partner at his side. "Rule No. Two: Always trust your instincts. They'll keep you alive in the field longer than anything else. My instincts tell me that Illya's not there. At least not yet."

"I'm curious, Mr. Solo. What's Rule No. One?"

"Stay alive as long as possible, but always be ready to die."

"I don't think I like that rule very much," Janice said softly.

"Then you'd really hate Rules Eleven, Sixteen and Twenty two," Napoleon said with a grin, then nodded to the expansive fields. "Why don't you pull off here?"

"Any particular reason?"

"We're birdwatchers and just in case we're the birds being watched, we need to protect our backdoor. I also have something for you." He took a slender pen-like object from his pocket and handed it to her. "In case we get separated, this is a communicator. If it beeps, simply twist the top and speak into it."

"What if I have to call you?"

"Do the same thing with the top and say, Open Channel Q. That will get my attention."

She stared at the instrument for a long moment and then asked, "Napoleon, do you think Illya's all right?"

"Alright? Probably not, but I do think he's still alive."

"Shall I ask you again, Mr. Kuryakin?"

The Russian wiped the blood from the corner of his mouth and smiled slightly. "What good would it do? The answer is the same."

The fist was drawn back, prepared to land another blow. Illya steeled himself for it, ready to roll with it, but it never came.

"Why are you guys so stubborn?" Harry lowered his fist into a bucket of ice. It was quite possible that his fist was more bruised than the man he was beating. "I should have stuck with the crowbar."

Illya watched him warily, just in case of a surprise attack. "You know as well as I do that they would never let us into the field otherwise. I'd be sitting behind a desk."

Harry shook the water from his hand and dried it off on a threadbare towel. "Yeah, well, there are some things about this job that I wished they'd mentioned in their orientation seminar." He flexed the hand and winced. "Okay, Mr. Kuryakin, what do you know about the code?"

"I told you—no more than you do. It's was Gaul's own creation. We don't even know what he was trying to say." The fist caught him on the last word. He had anticipated it and let his head whip with the force. His neck would ache, but it beat a broken jaw, providing he lived long enough to survive either.

"Wrong answer," Harry sighed and rubbed his knuckles. Then he smiled and picked up a baseball bat. Illya's eyes opened a bit wider and Harry grinned wearily. "I can keep this up longer than you. Now, what do you know about the code, Mr. Kuryakin?"

Napoleon adjusted the binoculars and tracked a bird's flight path, coming to a stop as the California Valley Hotel came into view. It was an oasis in the middle of this desert floor, just as Janice Bruce had said. There was a smattering of cars parked in front of the hotel, but not a soul stirred.

"Pretty awful, isn't it?"

"The isolation would appeal to some," Napoleon answered, swinging the binoculars in a wide circle. "I see some houses."

"Shacks, really. Friendi would tell stories of crazy old hermits who would have a fit when someone built a mile away. It was too much civilization for them, so they'd up and move. People are crazy."

"Amen to that," Napoleon said, dropping the binoculars into the pouch and adjusting the oversized khaki coat he was wearing. Even though it was only late March, it was already hot. "This place must roast in the summer."

"About 114 to 120 degrees on an average day."

"Too hot for this boy. Shall we check into the hotel?"

"I'm game if you are. Do you think they're keeping Illya there?"

"Could be, especially since it's so isolated. Not too many guests to complain about the screaming next door." At Janice's paled face, he added, "Not that Illya is much into screaming, of course. He's more of the silent type when it comes to getting beaten up."

"That's not very reassuring."

"That's not very reassuring," a strange voice said. Illya didn't open his eyes or even acknowledge it in any way. "Are you sure he didn't say anything before he passed out?"

"If he's keeping a secret, he's good at it," answered the voice of his assaulter. "Look at my hands, for crying out loud. Anyone would talk after what I did to him." To that, Illya had to stifle a chuckle. He'd been more professionally beaten, but it was amazing what one could accomplish with well-placed groans and copious amounts of blood. His light coloring helped as well. It bruised marvelously with a minimum of pressure.

The carpet he was lying on smelled moldy and felt rough against his face. He chanced an opening of the eye closest to it and nearly gasped at the sight of a mouse skeleton just inches from his nose. Where was this place?

"Do you think we should dispose of him?"

"Harry, why are you so anxious to kill people? If it hadn't been for you, Gaul would still be alive."

"That wasn't my fault, Joe. He was the one who escaped and fell down that elevator shaft. I told him not to go running off through the mine and that it was dangerous, but, no, he didn't listen to me. And it was Surly's brilliant idea to toss him in the lake, not mine." Harry had obviously returned to his ice bucket from the rattle of water and was soaking his fists again. "I mean, that's why we brought Illya here instead. If you want him more beaten up, you'd better ask Surly." There was a pause. "No, probably not. He'd just drag him behind the car."

"I don't believe you two. We are professionals. We do not drag people behind cars, nor do we kill them unless necessary. We'll take Illya back to headquarters and let them take care of getting his brain squeaky clean. In the meantime, we need to get back to the plant. Even supervisors can only be gone for so long before management starts asking questions."

"Why bother us? We bought the plant and most of Paso Robles out. They were about to go bankrupt before we came along. If anything, the locals should be holding ticker tape parades for us."

"Agreed, but we still need to show a profit until we can get this experiment up and running."

"I hate economic reform almost as much as this room. I can't believe the owner actually lives in it."

"It's the biggest one they have and the only one left open after that balloon thing last weekend. I wouldn't mind so much if it wasn't for the stuff in the closets."

There was the sound of dripping water. "Why isn't UNCLE having any money trouble?"

"Because they are the good guys and good guys don't have as much trouble financing their world-conquering schemes as we do. If we want to get the tower functioning, we need the cash just as much as we need the power."

"I see...UNCLE has a lower overhead."

"Exactly. Tie him up and lock him in the backroom. That should keep him until we come back. By then, the pain will have set in and he should be more than ready to talk."

Napoleon leaned close to the lock of a neighboring door and fumbled with his key as the man exited from the room. He glared at Napoleon, contempt for old doddering fools clear on his face.

"Hurry up, Dad," Janice called as she struggled with four heavy suitcases. She stopped to adjust her load and the man smiled at her. "Could I give you a hand, Miss?"

"That would be very kind of you, sir." Janice managed a little curtsey. "I don't know why people say Americans are so rude."

"I thought I detected an accent. Are you from England?"

"How'd ya know?" The heavy English country accent would have been obvious to even the most untraveled.

"Just lucky, Miss...?"

"Mavis Multurd," she said, then spit on her hand, wiped it off on her jeans and held it out. The man took it hesitantly as Napoleon finally located the keyhole and opened the door.

The air in the room was stale and a cloud of dust flumed up as he dumped his small satchel on one of the double beds. The sudden activity in the room played havoc with a cobweb that was stretched from corner to ceiling and Napoleon watched it, apparently fascinated with it. In actuality, he was concentrating, listening for one slight hint of danger or of Illya's whereabouts.

"Dad, don't dawdle," Janice admonished as she entered. She looked over her shoulder at the man who was struggling with just one suitcase, a war he was losing. "He hasn't been the same since the horse kicked him in the head," she said sadly.

" the head?"

"Aye, but he's happy," Janice responded happily. "Aren't you, Dad?"

"Oh, argh," Napoleon bellowed, nodding and coming forward in an odd shuffling gate. He spit on his hand and wiped it off on one of the three coats he was wearing, but the newcomer backed out of the room.

"I must really be going. It was a pleasure, Miss Multurd."

"I wonder what got into him." Janice dropped a suitcase and went to look out after him. "What did you say to him, Dad?" she demanded in a loud voice as she shut the door. "How am I doing?" she whispered.

"Just fine, girl," Napoleon called back as if she were three rooms away.

"Look at this place," she said as loud as she could, dusting her hands off. "I'll set it to rights. Dad, do you want me to brew up now?"

"Aye, that'll be good," Napoleon yelled, then settled his ear against the wall. Just as he thought, they were paper-thin and he could hear their neighbors just fine. And there was no doubt they could hear him with no problem.

"...we going to have to listen to that all night?" a voice complained.

"You can sleep in Paso Robles if you want," answered a second. Napoleon identified him as their reluctant bellman. "One of us will have to stay here with our guest though. He can't be left alone, not for long. Never, ever take your eye off of him for more than a couple of minutes at a time. He's quite the escape artist."

Napoleon picked up a suitcase and slammed it against the wall. On cue, Janice cried, "Dad, be careful."

"I am being careful. I didn't put a hole in it, did I?" Napoleon protested as he resumed his eavesdropping.

"I volunteer Surl." The muffled voice resumed after a moment

"Seconded. Let's go. The faster we get to the plant, the sooner we'll be out of here."

"Janice, quick! Start washing the windows." Napoleon threw her a towel and she dumped water over it. Without wringing it out, she climbed up on the closest bed and began to mop at the glass just as the neighboring door slammed shut.

The figures, blurred by streaks, walked past, slowing at the spectacle, then hurrying as Janice waved to them and shouted over her shoulder, "Just a minute, Dad!"


The minute the door slammed shut, Illya struggled into a sitting position, wincing at the pounding in his head. He pulled up his knees and rested his head on them for a moment while battling a sudden crescendo of nausea. Maybe Harry had been more effective than Illya had realized.

Somehow he got to his feet and stood in the middle of the room, eyes closed, swaying slightly. Blinking, he took a step, then another until he was leaning against the wall and holding onto the curtain with one hand. Taking a breath and wincing against the pain it caused, he fumbled with the window latch. The window refused his best efforts and it was only when, exhausted by the exertion, he dropped his head to the sill that he saw the rusty nails driven into the runners.

"So much for that," Illya muttered and staggered his way back to the bed. It was going to take time before he felt up to tackling the door or his manacles and time was never anything that THRUSH gave their prisoners copious amounts of.

He undid his belt, blinking furiously to keep his vision from swimming, and dug a lock pick from its hiding place. To his credit, he only dropped it twice before getting the leg irons undone and then he turned his attention to the more difficult task of freeing his wrists. It took several long minutes before they fell away and Illya straightened up, triumphant in his accomplishment. He straightened too fast, in fact, and this time he couldn't clear the fog away, didn't even really want to, and he felt himself collapse forward onto the bed.

It wouldn't hurt just to rest for a few minutes, he decided, and he closed his eyes.

Janice finished wiping the window dry with a handful of tissue and dropped it into the wastebasket. "So now what do we do since they've left?"

Napoleon reached into an inner pocket and withdrew a lock pick. "We take a look around their room."

"What if someone sees us?"

"Who's to see us?" Napoleon adjusted his coat and gestured to the door. "Are you ready, Mavis?" he asked at a decibel just below a roar.

"That I am, Dad!" Napoleon winked at her, opened the door and waddled out. A glance left, a glance right assured him that the coast was clear. He waited until she had shut the door behind them and they had taken a few steps down the sidewalk. Then he patted the pockets of his numerous jackets he was wearing, obviously searching for something. Shaking his head, he took off his hat and scratched his forehead, "Mavis, I left me binoculars in the room. I better go get them."

"I can, Dad."

"No, I can do it. Wait for me in the car." Napoleon waddled back towards their room, but rather than stopping at theirs, he picked the door next to it. "I can't see why they make these keyholes so small. A man could go blind trying to see them." He bent close and slipped the lock pick into the keyhole, manipulating it. The age of the motel played in their favor and the door gave way with very little effort.

He stepped through into a room that was much larger and in even worse repair than the one he shared with Janice. It also looked well lived in, with articles of clothes spread about. Now that he was out of sight, he dropped the charade and moved quickly to a door that stood ajar. It led to a bathroom and Napoleon flipped the switch on. Toiletries were scattered all about and the agent frowned at the women's cosmetics that were mixed in with the male paraphernalia.

Satisfied that the room was harmless, he slid back the closet door. Unlike his room, whose closet bore a single rusty hanger, this one was crammed full of clothes, both men and women's.

"One of the THRUSH agents is a cross dresser?" Napoleon asked out loud. Who would have thought it? He left both doors exactly as he had found them and moved to the last remaining door in the room.

It took a minute to convince it to open, but finally it saw reason and yielded to him. There, lying on the bed in a crumbled dusty heap was his partner. Immediately, Napoleon was beside him.

"Illya?" He shook a slack shoulder. "Illya, can you talk?"

"I already told you, I don't know anything about the code. The answer was mumbled and the American helped the Russian slowly sit up. Illya then blinked and asked, "Napoleon?"

"Uh huh, what gave me away?"

"Your aftershave."

Napoleon reached out and turned Illya's head sideways very slowly. "Looks like someone was practicing their boxing and you were the punching bag." He glanced around the room and saw the bloodstained bat and a bucket of pink-tinged water. "Anything broken?"

"Couple of ribs, I think, nothing major. Your makeup is good," he said with a tired smile.

"Thanks, you taught me everything I know. C'mon, we'll get you out of here."


"Janice and me." Napoleon helped him to his feet and to the door. "We'll get you to a doctor in Paso Robles."

"Napoleon, there's something going on here that I don't understand."

"You only admitting that now? I haven't understood anything since the start of this whole affair." He guided the Russian to the door and stopped. Getting the man to the car without attracting attention was not going to be easy. "Sit down a second, Illya." He reached into a pocket and pulled out his communicator. "Open Channel Q please." After a long moment, there was a hesitant, "Hello?"

"Janice, this is Napoleon. Are you in the car?"

"Just like you asked."

"Good, I want you to crouch down into the passenger's side and stay there until I tell you."

"More shooting?"

"Not exactly."

Janice looked up fearfully as the backdoor to the car opened, but the fear turned to confusion as she saw Napoleon shepherding the woman into the backseat.

"Mr. Solo?" she whispered.

"Just stay down, Janice," Napoleon murmured back. "All right, Mavis, you just rest and I'll drive for a while," he bellowed so loud that he could have sworn he heard an echo back from distant mountains.

"Napoleon, must you shout? My head is about to explode without any help from you."

Janice immediately recognized the accented voice and nearly jumped up. She checked it at the last moment and whispered. "Illya, is that you?"

"In the bruised flesh and flowing blood," he muttered, collapsing down on the bench seat.

Napoleon slammed the door and climbed into the driver's seat. It took a moment before the engine caught and he backed the car out, managing to hit every ample pothole in the veritable pothole paradise.

"Damn it, Napoleon, can't you miss just one?" Illya grumbled, groaning as the right rear tire slammed into a dip.

"Is he all right, Mr. Solo?" Janice's voice was shrouded with concern and the agent nodded. "If he's making this much noise, he's fine. It's when he goes quiet that you have to worry. Any idea what's going on, Mr. K?"

"Uhh..." Illya grunted as they hit the pavement. "Apparently, THRUSH has bought out the solar plant and is working on some sort of experiment. I didn't get much more than that other than they own most of Paso Robles, too."

"That would explain that feeling we both had earlier on. I'm wondering now just how safe it would be to take you there." Now that they were a good distance from the hotel, Napoleon reached down and pulled the emergency brake.

"What are you doing? Are you nuts?" Janice protested from her squatting position and then braced herself the slamming stop.

"Another rule," Napoleon explained as the car jerked, then began to pick up speed, the rumbling of an old inefficient engine replaced by a smoother sound. "No matter what appearance you need to put on, always have your back-up ready and working." He braked the car back to 35 mph and continued along. "This way if the THRUSH get back to the motel and discover that we have appropriated their guest, we'll have our means of escape at hand. Illya, did they say anything about Gaul?" At the silence, he glanced over his shoulder. "Illya? Looks like we lost him."

Janice could no longer bear it, but jumped up and looked over the seat. "He's dead?"

Napoleon chuckled and shook his head. "Calm down, Janice, he's just passed out, that's all. It'll be easier for him that way."

Janice turned around and settled into her seat. "I thought it might be fun to be an agent like you, Mr. Solo, the costumes, the traveling and all, but now I'm not quite sure."

"Let me make up your mind for you, Janice. I've been shot, knifed about a dozen times, beaten up much worse than Illya here, thrown out of cars or left to die more times than I want to remember. I've learned to go for days without sleep or food and been in places that make the California Valley Inn look like the Buckingham Palace. I've learned to eat bugs, mice and other things I don't want to think about and drink my own urine."

"You had to remember that. Don't forget the sand fleas, mosquitoes the size of small birds or that time we were attacked by those rats in the Paris sewer and had to get rabies shots," Illya's tired voice answered. "I'll trade you anytime, Janice, if you want. Napoleon, I think a couple of my teeth are loose."

"Don't swallow them," Napoleon said, looking over at the woman, who had become very quiet. "So, you want an application?"

"I'll stick with my comics, thank you."

The car slowed as Napoleon turned onto the main highway. No other cars had passed them except for an obvious farming vehicle. The contrast between the desolation of the valley to these low sloping hills was remarkable. Where only flowers and gray-brown grass littered the floor of California Valley, here the hills and field immediately outside were an explosion of trees, bushes, flowers and lush vegetation. "It's funny that once you get out of the valley, this place becomes fertile."

"So was California Valley before the mine ruined the water shed," Janice said, picking at a cuticle. "The story is that they would run a train back and forth from the mine to the lake. Then one year the ground got so saturated that the train tipped over into the lake and they couldn't get it out. It's still there and you can see it come about August...providing you want to deal with the 120 plus degree heat."

"That's where Gaul is," Illya muttered. "Napoleon, do you have any water?"

"Janice, there's a bottle beneath your seat. Are you sure about that, Illya?" Napoleon watched his partner struggle into an upright position. The blond head nodded as he accepted the bottle.

"Pretty sure. Harry, my host, was pretty verbal along the way. I don't know why they think you can't hear or understand them just because they're beating you. Could you stop the car for a minute?"

Obligingly, Napoleon pulled the vehicle onto a shoulder and braked. Illya dragged himself out the minute it stopped.

"What's wrong, Mr. Solo?" Janice watched as Illya staggered a few steps and disappeared behind a clump of bushes.

"He just needs to take care of a few things, Janice," Napoleon said. "The solar power plant is right around the next corner, isn't it?"

"That's right. Shouldn't you go and see if he's all right?"

"If he wants me, he'll let me know. I think it's time we pay our THRUSH friends a little visit."

"With Illya in that condition? Napoleon, he could hardly move."

"What condition?" The Russian reappeared in the backseat of the car, stripped of the woman's clothing he'd been hidden in. His face was bruised and swollen and he was moving slowly, but otherwise seemed functional.

"You feel up to a little constructive trespassing, partner?" Napoleon asked.

"It's only trespassing if you get caught, Napoleon, and I'm game if you are."

Napoleon crouched behind a outcropping of rock and pointed. "There's the tower I was telling you about. I could have sworn I saw a bolt of lightning emanate from it."

Illya braced his arms against a boulder to steady the binoculars and worked the focus with a swollen forefinger. "I'll be damned," he murmured, and then shifted for a different view. " that's not something you see every day."

"You know something we don't, Illya?" Janice asked, squinting at the distant tower.

"Illya always knows something we don't," Napoleon said, smirking. "It's one of his more admirable, but annoying traits."

"Thank you, Napoleon," Illya said, dropping to the ground and lying on his back in an attempt to see the underbelly of the structure. "Have either of you heard of Tesla?"

"Nikola Tesla? Didn't he invent the alternating current induction engine?" Napoleon asked, his brow furrowing with the effort of remembering. "And the Tesla Coil?"

"I knew you were just faking being asleep in class that day, Napoleon."

"It's all a front. Don't let Mr. Waverly know. So what about Tesla?"

"You're correct about the coil and the engine, but he also had several other inventions that are not as well known. One of them was something he called a magnifying tower. His supposition was that it was possible to have wireless transmission of high frequency currents. He built both a receiving and sending tower in Colorado Springs to prove his theory."

"And did he?"

"Sent a transmission over 26 miles with such power that it blew out every generator in Colorado Springs as well as lighting up 10,000 watts worth of incandescent light bulbs."

"So what happened to it?"

Illya sat up with a grunt and handed the binoculars back to Napoleon. "Tesla proved that you could send electricity without needing wires. The only problem was controlling it. Anyone who built a receiving tower could tap into a virtual cornucopia of free electricity. Tesla's dream was to built six radiating towers around the globe and provide electricity for the entire world. You can imagine how that went over with the big power companies." Illya paused and stared off into the distance. "In 1901, J.P. Morgan offered to finance Tesla's building of the major transmission tower. In turn, all Tesla had to do was sign over every patent he had to date as well as all his future ones to Morgan. Morgan let him get the tower nearly to completion, then pulled all financial support, as well as putting out the word that no one else was to take up the reins. This effectively finished Tesla as an inventor and during World War I, the tower was dynamited."

"How sad," Janice said softly.

"That's not exactly the word I had in mind," Illya said, brushing off his palms. "It looks like THRUSH has decided to pick up where Tesla left off."

"Why bother?" Napoleon asked, studying the tower himself. "Unless, of course, they are going to be needing a large amount of electricity for some future project."

"It must be something that they're very serious about. It is next to impossible to get all the details and materials needed together to build Tesla's magnifying tower, much less experiment with it."

"Is it against the law to build one?" Janice asked

"When Tesla died, the U.S. government impounded all his personal papers, including his lab notes. The papers surfaced years later at a museum in Yugoslavia, but only the Colorado Springs notes were ever published. It's not illegal, just made very difficult...on purpose, I suspect."

"Illya has an inborn distrust of utility companies," Napoleon said. "We do, however, have an interesting problem here, Illya." He handed the binoculars to the woman and studied his partner.


Janice waited for a minute and then looked from one agent to the other. "Could you share this problem with me or is it strictly confidential?" She handed the binoculars back without using them.

"Moral dilemma more than a problem actually," Napoleon said. "THRUSH is constructing a Tesla tower, but that's not against the law. They are running the solar plant, but that also isn't against the law."

"Although they may be using the profits to plow back into their organization," Illya continued. "From what I overheard, most of the money is being used just to get the materials needed for the tower. In short, they aren't really doing anything that UNCLE has jurisdiction over."

"But you said this was merely part of a grander scheme." Janice reminded him.

Illya nodded, "So we think, but the courts might not agree with us. If we go charging in there without any real evidence, THRUSH would start a smear campaign that could last for years."

"In short, you're all dressed up with no place to go," she muttered.

"It's time to call in a higher authority, Napoleon." Illya winced as his headache stabbed an eye. "Mr. Waverly will want to know and I think I need to pass out again."

"Sounds good. We'll get you to a doctor and see what Mr. Waverly has to say about the entire situation. Oops, too late. Janice, could you give me a hand getting him back to the car?"


Napoleon Solo stood in the phone booth, shielding his communicator with his hand. To the world, it looked as if he was merely talking into the phone receiver he held in his other hand along with the pen-like instrument. "So you can see the predicament that we're in, sir."

"Yes indeed, Mr. Solo, I can appreciate the sensitivity of the situation. However we cannot permit THRUSH to gain a foothold with this plan of theirs."

"What would you recommend, sir?"

"How is Mr. Kuryakin holding up?"

"He's with the doctor right now."

"Perhaps you and he should take the time to inspect that tower a bit more closely. It might give you an opportunity to see just how far along they are with it and whether or not THRUSH has a chance at success."

"And if they do?"

"Then you and Mr. Kuryakin will have to make sure that it is unsuccessful, Mr. Solo."

"Any suggestions on how that might be accomplished, sir?"

"In any fashion that will not directly tie UNCLE into it. You and Mr. Kuryakin are quite resourceful. I'm sure you'll think of something. I have the utmost confidence in your abilities." The tone of dismissal in his voice was obvious, even through the distortion created by the instrument.

"Yes, Sir, Channel D out." Napoleon tucked the communicator into the breast pocket of his jacket as he hung up the phone. "Well, that was certainly most helpful." He slid the door back and stepped out into the small waiting room just as his partner emerged from an examination room.

"So how did it go?" he asked, stiffly pulling on his jacket.

"I could ask you the same thing," Napoleon said glumly.

"Not good, huh?"

"He put the ball right back in our court."

"Did you have any doubts? He's had an entire career of keeping monkeys off his back, Napoleon."

"What did the doctor say?"

"What do the doctors always say, Napoleon? Contusions, bruising, wrap this, soak that, blah, blah blah. I could use about a dozen aspirin and some sleep though."

"I guess we should get a room for the night and try to hammer out some kind of plan." He looked over at Janice, who was stretched out on a plastic-cushioned lounge, dozing. "What about her?"

"You can try to send her back to San Luis, but my guess is that you won't get her to budge." Illya made no effort to move any more than he had to.

"Damn straight," Janice said, sitting up and stretching. "So just forget that idea. Friendi was more than just a boss; he was my friend."

Napoleon sighed, "I thought not. Let's go."

Illya drank the remaining coffee from the paper cup and made a face. "Doesn't this stuff ever get any better? It tastes as bad here as it does in New York. I'd have rather had vodka." He crumpled up the cup and lobbed it awkwardly in the general direction of the wastebasket. It bounced against the rim and fell in.

"Perhaps you should have pursued a career in basketball," Napoleon said from his spot in an armchair. Then he grinned, "No, probably not, guess you're a little short for that."

"Thanks ever so, Napoleon."

"So what do we have so far?"

Illya consulted his notes and shrugged his shoulders. "Not much. We could dynamite the tower, but it wouldn't look like an accident and in all likelihood, THRUSH's lawyers would be calling our lawyers..."

"Remember in the old days when we only had to worry about was them killing us?" Napoleon interrupted. "Literally."

"So many of our battles are fought in courtrooms now. You call progress, Napoleon, and it's something capitalists seem to be very proud of. Or have I missed something?" Illya reached for a takeout carton and dumped out the pizza onto his plate. "The best we could hope for is to sabotage the tower enough so that it'll collapse on its own, but looks like it's an accident. That runs the risk of injuring innocents though. Or we can turn around and go home."

"They still are responsible for the death of an UNCLE agent, as well as kidnapping and beating you up."

"It's not likely to slip my mind, Napoleon, for the next week or so."

"We can't walk away from that."

"Agreed, so what do we do?"

"If only we had some proof one way or the other of what THRUSH was planning with the tower...if we knew it was just a step for a more sinister scheme, we could pull the plug and not worry about it."

From her spot on the bed, Janice looked up from the paperback she was reading and cleared her throat. "Could I say something?" At the lack of protest, she continued, "You guys are just too close to the problem. If everything you've told me about these guys is right, I fail to see why you're agonizing over this. It only makes sense that they would be cooking up something dastardly, so just take it out and worry about proving it afterwards. That's what Batman or any other superhero worth his weight in ink would do. You're so busy trying to insulate yourselves from any repercussions that you've lost sight of your original goal." She stopped and smiled brilliantly, but it faded at the stony looks from either agent. "Sorry, it was just a suggestion. I guess that's only pretend stuff and this is the real world."

"She's right, you know, Napoleon," Illya said after a moment. "And there's something else, Janice, what were you saying about repercussions?"

"That you were losing sight of your original goals."

"Before that."

"You mean about insulating yourselves."

"Exactly," Illya paused, tapping his fingers against the tabletop, then snapped them. "That's it. Napoleon, I'm going to need some really heavy duty electrical cable, insulation, a relay, and a timer."

"For what?"

"THRUSH is going to destroy that tower themselves."

"Are you sure about all of this?" Napoleon asked, looking over at his partner as they crouched behind an outcropping of rocks not far from their earlier spot. It was hard to believe that was only twenty four hours ago.

"It's simple, Napoleon." Illya adjusted the pack he was carrying. "One thing that Tesla stressed was that you keep your primary and your secondary coils properly insulated from each other. If they come in direct contact, it's game over with a massive fireball. All we need to do is connect the two coils with the relay and the cable. If we do it properly, we can wait until they've gotten a real head of steam going before it shorts out."

"How do we do that? With the timer?"

"Right. I'll rig it so that it feeds directly off the AC current that the coil is producing. Until then, it'll just sit there, completely harmless and, hopefully, undetectable."

"How long will this take? I've been timing the two guards and they're making half-hour perimeter sweeps."

"It shouldn't be any longer than that, although it may take me some time to locate things. I haven't built a Tesla Coil in years."

Napoleon nodded. "Understood."

Napoleon Solo studied the night sky, trying to pick out his partner's shape against the stars. Only moments earlier, Illya had announced he was finished, but that he wanted to climb the tower and have a look around up there. While it had been against his better judgment, Napoleon permitted it. Now as the moments passed, he was getting more and more anxious. The guards were due any minute and he didn't want to abandon the Russian. Neither did he want to be discovered.

He glanced over at the device that Illya had rigged and smiled. Unless someone knew what he was looking for, he'd never notice the additional bit of wiring. One thing was certain—the Russian knew his stuff and Napoleon looked back towards the tower's antenna at the thought of his partner.

"And just what do you think you're up to?" The question made the hairs on the back of Napoleon's neck stand as he recognized the voice. It belonged to the man who'd carried Janice's bag into the motel room in California Valley. "Am I correct in assuming that I am addressing the one and only Mr. Solo Solo?"

Slowly Napoleon turned. As he suspected, the man was more adequately armed than the previous guards.

The man continued, "After Illya disappeared along with our next door neighbors, we figured it was only a matter of time before you surfaced. Where's Illya?"

Napoleon looked around and shrugged his shoulders. "Beats me."

"I intend to, but it'll be easier on you if you cough up his location."

A second man joined him. "What do you have, Joe?"

"Snoopy male relative."

"Well, if he's so interested in the going-on here, why don't we give him a guided tour?"

"The only thing to give him would be a nice quiet interrogation room at THRUSH Central, but I seriously doubt we could hold onto him long enough for that. I understand he's even better at escapes than Illya."

"If we taped him, maybe we could sell it to THRUSH."

"Not funny, Harry."

"Not meant to be. What was he doing here?"

"That's what I was trying to figure out, but he doesn't seem to be any more talkative than his partner. Hello, what do I spy with my little eye?" Joe walked over to one of the four supporting legs and Napoleon shut his eyes as the enemy agent bent to examine the timer. So much for it being cleverly hidden, he thought staring off into the dark.

"A timer, Mr. Solo? Just exactly what were you and your partner trying?" Joe asked as he tugged the wires out from one end. "No, wait, don't answer that. I think I can guess."

A third man appeared from the shadows, his semi-automatic resting on his massive shoulders. "Are you two having a party without me?"

Joe shook his head, "Wouldn't dream of it, Surl. Meet Mr. Napoleon Solo. Mr. Solo, meet 240 pounds of THRUSH muscle."

"Pleased, I'm sure," Napoleon said, smiling genially at the towering frame.

"Don't be," Surl said. "So where's this partner of yours? I've been dying to meet him."

"That's the first question you need to ask him, Surl."

Illya Kuryakin set the screwdriver on a ledge and carefully pushed against the plate. It moved a fraction of an inch. Illya smiled and applied more pressure. It slipped another few inches and he nodded to himself. That should be enough to suit his purpose. He was all too aware of Napoleon's predicament; the THRUSHs' voices carried in the still night air, but there were matters to attend to up here. Illya opened the pack he carried and felt around in the dark. Finally, his gloved hand grabbed something spongy and he pulled out a thick fold of insulation. He stuffed it into the small area beneath the plate until there wasn't a modicum of space left. That accomplished, he jockeyed the plate back into place and screwed it down.

"Guess I better go help him out now," he murmured as he slid to the edge and glanced over. The trio of THRUSH had encircled his partner, the largest of the three flexing his fists. If Illya didn't move soon, Napoleon was going to be joining him in a world of hurt. Of course, the problem was that he was 100 feet up in the air. He had his gun, but he'd only be able to take out one before announcing his position to the world. It would be a problem for him and the consequences for Napoleon wouldn't be rosy.

Illya sat up and looked around, but all he had at his disposal was the screwdriver, roll of electrical tape, some leftover insulation and the pack itself. It would have to do. He picked up the tape and curled his hand around the curve. With all his might, he heaved it out into the night.

The tape hit the wire perimeter fence, rattling it before dropping to the ground. The reaction from the THRUSH agents was immediate and Joe, the ringleader, pointed off into the night.

"Kuryakin must be trying to scale the fence. Harry, go check it out." One down, two to go, Illya thought as he watched the man disappear into the night. This next bit was going to require more finesse and even more luck than was usually the case for Illya. He quietly moved to the other side of the plates, directly over the pair of enemy agents.

"Cross your fingers for me, Napoleon," he whispered, took aim and dropped the screwdriver. It hit Surl's head, handle down, and evoked a crack and scream that echoed in the hills. Joe reacted by taking a step closer to his colleague and that gave Napoleon the second he needed to take both THRUSH agentsout. He sucker punched Joe and slammed Surl's semi-automatic down against the big man's neck.

"That's enough, Solo," Harry ordered, as he ran up, gun bearing down on the UNCLE agent. "I don't know how you did it, but I can think of only one thing left to do." They never did find out exactly what that one thing was, although Illya had a pretty good idea. Illya landed on him, slamming Harry to the ground with the force of his body.

"Excellent timing, Illya," Napoleon said, dusting his hands off. He offered his partner a hand up, but Illya was already staggering to his feet.

"No time for hellos. Let's get out of here. In short—run!"


Janice Bruce let out a deep breath and shook her head in amazement. "I don't know where he puts it," she said, looking over at Napoleon.

The dark-haired agent shrugged his shoulders. "Don't look at me. I've been his partner for years and I've yet to figure it out."

Illya Kuryakin studiously ignored both of them and helped himself to a steamed barbecued pork bun. "You Americans just don't know how to eat properly. You act as if eating is a contest of speed. Back home, a meal could take hours."

"Which is why there are so many fat Russians," Napoleon said, poking at his own plate. The beef Gee Cheung Fun just wasn't as appetizing as it had been moments earlier.

"So tell me exactly what happened last night," Janice said, pushing her plate aside on the blanket and bringing her teacup closer. "I don't think it was especially fair that you locked me in that hotel room, you know."

"Nothing after it was all said and done," Napoleon said. "We installed the timer, but THRUSH found it. I guess we're back to Square One."

Illya reached for the last taro turnover. "Not exactly, ye of little faith," he said, then bit into the delicate crust.

"What do you mean not exactly?" Napoleon glanced around and lowered his voice. "I saw the device removed."

"And with any luck THRUSH is going to think the same and never check out why I was on top of the tower." He paused and chewed for a moment, obviously relishing both the taste and the agony that he was putting his partner through.

"Okay, Smart Russian, what did you do?"

"Originally I was planning to use the timer to short out the primary and secondary coils, but the fact it was so close to the ground bothered me. Then I remember something that I'd read in a scientific journal. There are a series of plates on the top of the tower and in the center of them there is this pointy plate."

"A pointy plate?"

"It acts as a safety valve for overloads. I just modified it a little, that's all."

"Oh? And what might the outcome to this little modification be?"

"Well, let's just say you don't want to be within a ten-mile radius of the tower. Is there anything else in the picnic basket?"

"You don't want more food, do you, Illya?" Janice asked, looking as if she was going to be sick. She shifted her attention to the basket and then sat back as if something had suddenly hit her. "Where did Friendi's code come into all of this? Why did he go to such lengths to concoct it?"

"Once an agent, always an agent," Napoleon explained as he poured himself another glass of wine. "He must have stumbled onto the THRUSH while at that ballooning event you mentioned. Since his experiences with enemy agents had always been extreme ones, he naturally assumed this was in the same ballgame. Might have been if THRUSH was allowed to continue unchecked. I have a feeling we would have come across it sooner or later and dealt with it then."

"He used the comics because they were close at hand, he was familiar with them and didn't think THRUSH would be likely to crack it quickly," Illya added. "Plus by hiding those comics in the crawlspace, there would be large gaps that THRUSH wouldn't be able to get their hands on easily even if they did figure out the encoding process." Illya gestured to the brilliantly colored lake. The corruption of its water shed had left it an unnatural turquoise blue. "I would have liked to have met him. This picnic was a good idea, Janice."

"It just seemed a fitting farewell to him, especially since he loved this place so much."

Suddenly there was a rumble and a pitch as if the earth had shrugged its shoulders. "An earthquake?" Janice asked, reacting by jumping to her feet.

Illya glanced over at the woman and his partner and then smiled. "Oh, I'd be willing to bet that THRUSH has just decided that a Tesla magnifying transmitter wasn't such a good idea after all. In fact, I'd say the whole idea just ended with a bang."

T.H.E. E.N.D.

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