The woman crept through of the closet door, shadows giving way to only more shadows. She staggered to the staircase, stumbling down it as she was pursued again. It was as if her masked attacker couldn't be stopped, couldn't be killed. Suddenly shots rang out and the figure staggered back, falling through a second story window to the ground below. He sprawled, loose limbed, obviously dead, yet when she looked again, the body was gone.

"It really was the boogey man, wasn't it," she asked the psychologist supporting her. The end credits started to roll and Napoleon Solo relaxed visibly, letting gout a breath he hadn't realized he'd been holding. He'd heard of this movie and politely gone out of his way to avoid it. The thought of someone who was impossible to stop scared him more than he was willing to admit. He thought about Hitler's rumored super soldiers and said a silent prayer that they'd never come to fruition.

Illya Kuryakin shook his head at the dark haired man that sat across from him and, sighing, drained his coffee cup.

"Napoleon, I don't understand you. As a man who deals with the facts, you should have no trouble discerning reality from fantasy. There is no boogey man. What you need is a good lesson in stoicism." Illya wadded up the now empty cup towards the waste basket. It balanced on the edge for a moment before toppling it. "And two points for the Russian. You owe my dinner, my friend."

"You drink too much coffee."

"I had to in order to stay awake. I mean, the director does have certain finesse in building suspense, I will grant you that, but nothing more. A question?"

"Do I have a choice?"

"Not really. What was this all about? There I am, minding my own business, trying to fight my way through the mounds of paperwork that seem to go along with any position of authority when one's partner is seemingly allergic to pulling his share of it, when I receive this mysterious phone call from Mr. Waverly's secretary telling me to report immediately to the conference room. Only to find myself locked up here with you and this..." He gestured to the movie screen. "Don't get me wrong, Napoleon. I mean, I can find a movie just as entertaining as the next fellow, when it's a film with some aesthetic value. This was just a teenage cautionary tale. This was the waste of two hours out of my life that I shall never recover."

"I don't recall that we were given an option." The corners of Solo's mouth twitched up to punctuate each word as he flexed at the cramps in his shoulders. He also hadn't cared for the movie and he hated seeing young women being butchered. He suffered enough horrors in the course of his work to be subjected to films about the same stuff.

"Indeed you weren't, Mr. Solo."

Both men turned at the voice and rose briefly while Alexander Waverly made his way into the conference room and sat down at the head. He fumbled with his pipe, knowing that the men would wait until he was ready to speak, Solo, a bit more patiently than the Russian, but they'd wait and as they did so, Waverly reflected upon his two top enforcement agents.

They were a pair as different as a pair could be and yet they managed anything tossed at them as a team. Napoleon Solo had the tactical and leadership abilities that could guide him through a thousand assaults and an inane luck to make each one a success. He was cunning, calculating and confident. Illya Kuryakin, on the other hand, was a walking enigma, with a thatch of blond hair as unruly as the mind beneath it was organized. He possessed the knowledge, be it science, language, martial arts, and the skill necessary to launch any attack Solo might require, as well as the dexterity to get out of the way when something went wrong. Alexander Waverly smiled faintly. Which it frequently did, but they had one of the highest success rates within the organization. No matter what someone might say about their methods or techniques, they were very good at what they did.

"I knew," he began without preamble. "That if I left it up to either of you gentlemen, you'd both find excuses not to attend." When he was certain of their complete attention, he continued, "So, gentlemen, what do you think of our little film?"

Solo caught Illya's disapproving glance and cleared his throat, speaking before Kuryakin could. "Well, sir, I must admit some confusion concerning it. I don't know about Illya, but I prefer a war movie to anything else. This display of violence offers a danger of leading to desensitivity to it."

Illya waited until he was sure Solo had finished before he spoke, quietly, carefully choosing each word. "I found the subject matter predictable and fairly textbook in its psychological approach, although I disagree with the summarization of the detective and feel that the script was basically flawed. For all intents and purposes, dead is dead."

"But other than that, Mrs. Lincoln, how did you enjoy the play," Solo quipped at his partner and the man shook his head.

"Cannot you be serious for a moment, Napoleon?"

"Yes when the situation arises, I can be quite serious."

"And thereby hangs the situation, Mr. Solo. I wanted your reaction to the genre itself. I think perhaps you should read this before we go on." Waverly slipped out a file folder from beneath his arm and offered it to him.

Solo scanned each page briefly before returning to the first one, his manner growing more severe and his face visibly concerned. Kuryakin watched his partner closely, but didn't reach for the sheets. In spite being the No. 2 man in Enforcement, he still allowed Solo propriety. If it was something the Russian needed to know, Solo would oblige.

Finally, Solo ventured, "Eight field agents missing? Why wasn't I informed of this earlier? This is impossible. How do we lose eight agents without us knowing about it?" He handed the sheets over to his partner, who pulled a pair of glasses from his shirt pocket and slid them on even as he reached for the paper.

Waverly repressed an empathetic smile at the younger man's dismay. "As you know, Mr. Solo, we unfortunately lose field agents constantly, so at first we paid very little more than official attention to the figures, until they started to snowball. As it stands now, we have lost eight field agents, in the U.S. alone, eight that we can't account for. Out of that figure, we've recovered six, all dead, all from unnatural causes." Waverly tossed a handful of file folders onto the conference table. "There are the autopsy reports."

"THRUSH." Kuryakin snapped off the word as if it tasted bad. He spun the nearest folder around and began to quickly scan the contents. "Wait, heart failure? How does a man in his prime have heart failure? Medical goes over each recruit and their history with a fine toothed comb."

Waverly broke off to relight his pipe, drawing deeply at it until he was satisfied with the volume of smoke. "We checked out THRUSH contacts, and they seem to be suffering from similar losses - seven, at their last count and not from any of our doing."

"So, we're both losing manpower, but not by each other's hand." Solo passed the file to Illya. "It looks like a third party has gotten involved with out little fun and games. I'm afraid I still don't see the connection with horror movies, sir."

"In nearly every case, the missing agents had one overwhelming interest in this sort of cinema."

"There's nothing really unusual about that, sir. These men are, were, field agents. We all have violent types of hobbies. We're adrenaline junkies, it comes with the territory." The velvet brown eyes dropped for a moment, gazing at the wood grain of the conference table before adding, "We have to have something to relieve the tension. Besides, considering the number of Section 2 personnel we have, eight field agents sharing a common interest isn't all that...unlikely."

"Yes, yes," Waverly harrumphed impatiently, "but they also shared something else. All the missing agents have been guests of a place called 'The Blackmoor Inn'." He handed over the last item he held, a brochure with a decapitated head on a platter. Solo glanced towards it, but didn't reach for it. Instead the Russian snapped it up.

"There was an article on this place in last months Scientific America. Apparently, the creators have really stretched the boundaries of animatronics and miniaturization.' He cleared his throat and read aloud. "Check into our mechanically haunted for the screams of your life - thirty rooms to haunt and terrify you. Is it real or only make believe? You'll have to live through the night in order to tell." Illya broke off and snorted. "I can' believe that anyone would be interested in this…he struggled for an appropriate word in English. However the article was that it was booked solid most of the year. How did our agents manage to wrangle a night there? The cost is considerable. UNCLE must be paying them better than when I started." He stopped to pour himself another cup of coffee. "You might want to put Research on that article, Napoleon. I think Popular Science recently ran something as well."

"I'll also have them cross reference a Doreen Marshall," Solo added. "She owns and operates the place; an individual reputed to be as singularly bizarre as her hotel." To Illya's questioning look, Solo tacked on, "Playboy ran a similar article. Still, Illya brings up a valid a point, sir. How did our agents afford it? The cheapest rooms begin at $2000 a night and escalate rather dramatically from there. And, if the place is the common factor, what is preventing us from going in there and being done with it?"

"You underestimate the problem, Mr. Solo. Blackmoor Inn does fit into the disappearances, but there's something else much graver at stake. Is either of you gentlemen familiar with a disease known commonly as 'the grinning disease'?"

"Facial Inarticulitis, you mean?" Illya shut the file, staring at the cover as he thought. "It's a muscular disorder that affects the area around the lower face, causing a shrinkage of the Orbicularis Oris, Angli Oris, Labii Inferiors, Masseters and most of the connecting tissue around those. The end result is a pulling back of the flesh, exposing the teeth, hence the name. It was once quite rampant in Eurasia, but is now fairly obscure." The Russian shifted his gaze to meet Waverly's. "That's all I know about it off hand, sir."

"It has come to our attention that there seems to be an epidemic outbreak of the disease among the lower administrative personnel of both THRUSH and UNCLE. We believe it had something to do with direct contact from the recovered bodies."

"What?" The reaction from the two was simultaneous.

"The sad truth, gentlemen, is that it would appear that field agents are no longer the only ones in danger. The infection has, in effect, invaded the body and it must be stopped. So far, our only lead is the similar involvement of both our and THRUSH's agents with the Blackmoor Inn."

"And I'm to go in there and try to find out how and why this is being done." Solo smiled at the prospect of some action.

"I'm sorry, Mr. Solo, but I'm afraid not. Mr. Kuryakin has drawn the field duty this time. You see, this movie had a two fold purpose. We were also monitoring your reactions to the film and Mr. Kuryakin was much less affected by its content than you."

"I told you," Illya said, an evil glint in his blue eyes, leaned forward to address Solo. "..You need a lesson in stoicism."

Waverly shifted his gaze between the two for a moment before deciding not to ask, but press on instead. "Yes...well...all the arrangements have been made. You will be met at the airport by a THRUSH agent and together you shall proceed to the Blackmoor Inn."

"THRUSH agent, sir?" The eyes lost their glint, becoming cold and hard.

"THRUSH and UNCLE have temporarily set their differences aside to catch a common foe. You are dealing with a THRUSH; however that should remain fresh in your mind at all times."

"And foremost," Solo added. "What about me, sir? Surely, there's an opening for a non stoic like myself."

"Mr. Solo, you will see to it that Mr. Kuryakin is fitted with a homing device and then monitor it, in effect riding shotgun. When it moves, you follow, hopefully to the source of the trouble."

"Yes, sir." Solo rose and waited for Illya to join him.

"And Mr. Kuryakin?" The blond head swiveled towards the older man. "Take extreme care. You're not as expendable as you'd like to think."

"Of all the people of which I'm fond, I'm fondest of myself, sir. I'll be careful."


For the first time in his rather adventurous career, Illya Kuryakin was having second thoughts about the validity of one of Waverly's orders. He knew the tracking device, hidden in the snap of his trousers, was trustworthy. After all, he'd helped to design the circuit himself. And Napoleon was keeping tabs on him, if Solo could remember to watch the screen and not the pretty redhead that had been assigned him as a lab tech. Still, far back in his mind, a voice whispered, "Eight gone, Illya Nichovetch, will you be number nine? Three dead from unnatural causes care for four?"

Then there was the matter of the THRUSH; no small one, by any means. The THRUSH turned out to be female and Illya wondered how much that had played a part in Waverly's decision, for when a pretty girl was involved, Napoleon's attention wasn't all where it should be and this one deserved extreme attentiveness. She was Dancy, the Dance of Death, as she was known around Headquarters. A tall, willowy blonde vision, it was rumored she had been a very successful model, at least until THRUSH had gotten her. Now she was the most dangerous assassin on two legs and, Illya decided, they were two very nice legs. It was obvious that THRUSH was taking no chances with him or with the unknown foe. A killer, and yet she now clung to Illya's arm, towering over him by a good five inches, and giving an excellent imitation of being overwhelmed when she was, in fact, doing the same as he; meticulously cataloging the lobby, the people, everything and there was a lot to be taken in.

Outside, the Inn was the perfect image of any haunted house Illya had ever heard about; huge, constructed of heavy black stone blocks, complete with parapets, all surrounded by marsh, dead trees and a blackened moat. Inside, the creators had carried the horror motif even further. The walls were draped with heavy velvet curtain, black and deep purple being the dominant colors. Organ music, a crying lament for those now dead, whined its way through the lobby, and white lilies, tied with black ribbons, graced every table top. And, of course, it was raining.

Besides them, a bellboy, dressed as a mortician, pushed their luggage along in a miniature upright coffin. They approached the desk to discover the clerk there, disguised as a vampire, smiled caustically at them.

"There you are, dushinka." Illya gestured onward. "A night clerk dressed for her true occupation: draining the life's blood from innocents."

"Your uncle has a strange sense of humor," Dancy answered back, her voice calm and even.

Illya started instinctively to defend UNCLE, but caught himself on the brink of the words. He swallowed, hoping to appear distracted by the remains of a man, visible through the glass top of the counter. "Well, dushinka, he may be a bit crazy, but at least he's not for the birds. Kuryakin," he said to the clerk, allowing himself a slight smile at his pun.

"Ah, you're the anniversary couple. We get so few here."

"Couples or anniversaries," Dancy asked as a vulture in a nearby cage eyed her. She stared back at it.

"And you have a sense of humor. You will be fun. How many years?"

"Beg pardon?" Illya frowned at the woman.

"Five years, we've been married five years. You'll have to excuse my husband. He's Russian and doesn't speak the language very well," Dancy explained as Illya glared.

"Oh...well, congratulations," the desk clerk said, loudly and slowly.

"There's nothing impairing my hearing, madam, unlike my wife's sense of humor," Illya said as the clerk looked from one to the other, puzzled.

"Of course, sir. If you'll just sign here beneath 'Victims', I'll go over some of our workings." She watched as Illya scratched out his name and swung the ledger towards Dancy. "Oh, that's how you spell it. Our rooms are rated on a scale from 1, being the worse, to 10, being our mildest, and you've elected to try a 2. All of our haunting takes place between the hours of 10 to 3; that's so you're still able to get a good night's sleep after your fright...if you can. Unless, of course, you'd like to participate in our nightly murder and that runs a bit longer, what with eliminating suspects and all."

"Thank you, but I think not," Illya murmured, returning the ledger.

"At this time, we like to warn our guests that they will be under surveillance during the designated time and ask that you refrain from any sexual activity, unless, of course, you don't mind voyeurism."

"We shall certainly keep that in mind."

"Now, if you'll step through here, Mr. Kuryakin, and, Mrs. Kuryakin, if you'll follow me...?"

"What for," Dancy asked, suddenly suspicious at the attempt to split them up already.

"We like to give all our incoming guests a cardiogram. Heart attacks aren't good publicity." The desk clerk turned to retrieve the keys for their room, giving Dancy a chance to edge closer to Illya.

"Now what?"

Illya shrugged his shoulders. "We play by the rules. Don't have a heart murmur, do you?"

"Not yet." She trailed after the clerk as Illya stepped through a curtained doorway to come face to face with the Abominable Dr. Phibes.

"Don't miss a trick, do you?" He gave the man a ghost of a smile.

"We can't afford to. This is what you're here for, isn't it? If you'll remove your jacket and shirt please, Mr. Kuryakin?"

Illya watched dispassionately as the doctor attached the sensors and clicked the machine into operation.

"How long has this place been around," Illya asked, ignoring the icy bite of the stethoscope. "I'd never even heard about it until just a little while ago."

"We tend to deal with a rather exclusive clientele, and most of our advertising is done by word of mouth because of that. That, in itself, is a disadvantage, so we must keep our rates very high. Take a deep breath, please." The doctor frowned, shifting his stethoscope slightly.

"I noticed."

"It keeps out the lower riff raff. And another deep breath, please. Madame Marshall prefers it that way and, since she is our owner and designer, our hands remain financially tied. She really is a brilliant lady, though. She leads her field in muscular disorders, as well as plastic surgery. We're very proud of her."

"I'm afraid I don't keep up with muscular disorders much."

"Most people don't. Well, sir, you have a very healthy heart, but could I offer you one piece of advice, as a doctor? You should cut down, if not stop altogether your smoking. Your lungs are congested."

'Damn,' Illya swore to himself. He'd completely forgotten about the pneumonia he'd picked up as a result of spending one too many nights camped on Lake Taupo in New Zealand. Instead, he dropped his hand to the cigarette case that hid his communicator. "I know. I just don't have the will power."

"You really should consider it. One more thing, how did you manage all those scars?"

"I had a tangle with a barbed wire fence at an earlier age – it won." Illya pulled on his shirt to avoid further inspection, but, by the look in the doctor's eyes, Illya could see the man didn't believe him.

"How very interesting. You can meet your wife in the lobby, sir. Have a pleasant fright." He watched the slender man stroll from the room and, then, certain of his departure, went to a phone. "Madame Marshall please, this is her brother."


"This whole place gives me the creeps," Dancy admitted once the bellboy had been sent along his way and she was alone with Illya.

"I think that's the general principle." Illya draped his jacket over the back of a Chippendale armchair. "It certainly has the right to be particular about its guests. I've never seen so many antiques in one place." He gestured at the books, furniture and paintings. "There must be over ten thousand dollars worth in this room alone."

"And we got one of the cheaper rooms." Dancy broke off to examine a brass wall fixture for a long moment before murmuring, "I've been in some fairly diverse hotel rooms, both good and bad, but this is the first time I've seen gaslight employed in a room." She felt nimbly around the base of a lamp, in a fruitless search for any type of listening device. She shook her head, adding, "I hope, however, whatever we're looking for finds us."

"We'll know if we walk out of here in the morning." Illya undid the specially designed clasp of his suitcase and withdrew his Walther P 38 and holster.

"You're going to put that on?" Dancy's voice had taken on a serious, no nonsense tone. "We don't allow ourselves to rely on weapons." She adjusted her blouse. "There are twelve spots on a man that will kill him instantly with just the slightest pressure." She watched as he checked the mechanism.

"Remind me not to ask for a demonstration," Illya interrupted. "I do not approve of violence, but I also do not have any intention of letting the maid or any other interested parties find this." He fitted the weapon on, shifting the shoulder strap once and then yanked the gun clear of the holster to aim it at the THRUSH. He laughed openly at the gun that mysteriously appeared in her hand. "Don't rely on weapons, huh?"

"We also don't trust our enemies, no matter how sweetly they smile." Dancy shook her butter blonde hair down from its restraining hairpins. "How is dear Napoleon, by the way? The next time I see him, I'll kill him. You can tell him that, but I suspect he already knows it."

"I'll remember to mention it to him in passing."

"Thank you. Now, if you'll excuse me, I'm going to get a shower. This whole place makes me feel unclean." She stretched, walking to the bathroom door, pausing, to throw back at him, "Don't do anything without me."

"I wouldn't dream of it," Illya murmured. "We're supposed to be partners, after all." He shifted his attention to the book shelf, searching for tell tale 'bugs', but also scanning the titles. Coming to the conclusion that the shelf was clean and that the books were all of a similar nature, he selected one and settled back into a chair.

'During the whole of a dull, dark, and soundless day in the autumn of the year, when the clouds hung oppressively low in the heavens, I had been passing alone, on horseback through a singularly dreary tract of country, and at length found myself, as the shades of the evening drew on, within view of the melancholy house of Usher.' He read out loud and shut the book, mildly depressed and looked up as Dancy reappeared, a towel wrapped precariously about her.

"Forgot some things," she explained to his questioning stare. "You should see it in there. They have both the towels and soap embossed with a 'K'. Nice, if your name happens to start with a 'K' mine doesn't."

"Next time we check into a hotel together, we'll register under your last name. It's probably easier to spell." Illya tried to keep his face neutral, but his body was beginning to betray him, so he rose to gaze out past the heavy black velvet drapes to the rain stained landscape beyond.

"I may take you up on that. I've never made it with a Russian. Tell me, soldier, what are you doing after the war?"

"I suspect I'll be taking care of my poor invalid uncle." He looked back over his shoulder at the woman, the hint of smile on his lips. "By the way, did you notice that it only rains when you're inside? Outside it's just foggy. I'd like to speak to the engineer who concocted that up."

"I should have guessed as much. Try not to scare yourself." She picked up her make up kit and re entered the bathroom as Illya resettled himself with the book.

Dancy hummed to herself as she turned on the huge dragon shaped faucet and adjusted the shower head for her height. She looked over at the door, contemplating whether or not to lock it, caught sight of a mirror and laughed at the lack of an image.

"No reflection on you, Dancy, but I don't think you have to worry about that one. He's definitely not the aggressive one in his partnership."

She stepped into the tub, allowing herself the luxury of a second laugh while the hot water worked to loosen her tight, strained muscles. Turning away, she let the water flood her hair and she closed her eyes contentedly, not immediately noticing the change in the liquid that flowed from the shower head. It grew greasy, heavy, all the while, a sickly sweet smell enveloping the small room. Dancy's eyes flew open and she stared at the red fluid that gushed from the fixture.

Her mouth worked for a moment until she came to grips with the situation at hand.

"Illya," she squeaked, then cleared her throat to try again. "Illya?"

Outside, in the armchair, Illya mentally marked his place in the book, rose and drew his gun, all in one smooth move. He strode across the room, hesitating before the door.

"Dancy, are you all right?"

"Could I see you for a moment, please?" the woman's voice filtered through to him. He slipping into the role of the cool, imperturbable agent he was supposed to be and walked into the room, slamming to a halt at the sight of the red drenched bathtub, shower curtain, walls and Dancy.

"Are you okay? Did someone attack you?" he demanded, holstering his gun and reaching in to staunch the flow. Before he could, however, the crimson gush faded, turning to pink and finally clear.

Dancy exchanged a confused glance with Kuryakin. "I don't understand any of this. I was just standing here and all of a sudden that red stuff comes pouring out. I felt like an extra from 'Psycho'. I didn't think this started until later in the night."

"That's what I understood." Illya handed her a towel. "We'll check on it tonight when we go to dinner." He dragged his finger through one of the puddles, lifting it to his nose. The habitually lowered brow furrowed deeper and blond hair slid down it to rest near his eyes. Still frowning, he brought the finger to his mouth and tentatively touched it to his tongue. "That's not all we're going to check on. This is real blood."


Illya Kuryakin opened the door to the hotel room to allow Dancy to precede him in.

"It certainly is difficult to believe that such an ominous place should harbor one of the best restaurants in America. Five stars, can you imagine that?" Dancy draped an antique lace shawl across the back of a settee and set her purse down. "Here," she gestured widely," the midst of all this gloom and foreboding, there exists a port of culinary sanctuary."

"That's very profound," Illya admitted, undoing the bowtie of his tuxedo. "I think it's wasted on this atmosphere though. With the amount of money their guests are paying, I don't think the hotel staff wants them to suffer too much. I do, however, admit to some concern over their choice of food. Whatever you had for dessert looked like Coney Island at low tide."

"Black Bottom Pie is supposed to look like that, Illya. That was a nice wine you selected. Your favorite?"

"Napoleon's. I'm more of a vodka man myself." Illya collapsed onto the couch to undo his shoes.

"Solo's a man of considerable tastes. I may have him take me to dinner before I kill him. I would like to know who was tampering with our shower. Are you certain the woman knew what she was talking...?" Dancy trailed off, her attention riveted to a portrait, one she hadn't noticed before. It was of a woman, but a woman grotesquely disfigured by the lack of any lower face; the lips, cheeks, all pulled away to expose two rows of pearly white teeth. "Illya, that picture..."

"It looks like Poe's 'Bernice'." He glanced up at the painting before returning to the task at hand. "They seem to have quite a collection of his works in the book case and the name plate on the door said that this is the Poe Suite, so it does make sense…in a bizarre sort of way of course."

Dancy sighed and shook her head, then sat down beside him, leaning close to nuzzle his ear.

"That's not what I meant," she whispered. "It's watching us. Our nightly surveillance has begun." She checked her watch. "And right on time."

"I know. It has been ever since we entered the room," he murmured, turning nose to nose to her. "Should we snoop now or wait for everyone else to turn in before earning our respective paychecks?"

Dancy rose, offering him her hand. "Let's go to bed, lover."

At the bedside, Illya gestured with his head. "There appears to be a lump in our bed. Perhaps some other guest has decided to make this a ménage a tois or perhaps a wayward shoe has found its way home after many years of searching."

"Perhaps you should look beneath the covers and see," Dancy suggested. "How do you people continue to thwart the plans of the Hierarchy?"

"Clean living and the American way of life." Illya lifted the sheets and smiled at the largest tarantula he'd ever encountered. "Ah, a homing spider, frequently used in place of a homing pigeon."

"Yucka." Dancy stuck her tongue out in revulsion.

"Not to worry, they're not poisonous, you know."

"Just ugly and irritating. They use tarantula fur for itching powder. I worked with a photographer once who used them as props and ended up with a rash on the majority of my person."

"Itching powder?" Illya leaned over and lifted the spider up to neatly dispose of it in a bedside drawer. "I hadn't realized that."

"I'm an encyclopedia of little known facts; they tend to save your life on occasion. Excuse me." She picked up a nightgown and disappeared into the bathroom, leaving Illya alone with only the spider for company.

Abruptly, a wall panel slid back, exposing a partially maimed man screaming for help. Illya, terribly unimpressed by the display, watched for a moment before tilting his head back and heaving a huge sigh. It was going to be a long night.

* * * *

The man lunged down, his flight halted by the heavy cord of a noose. His features contorted and Illya felt the woman in his arms cringe at the snapping noise of a neck. He glanced over his shoulder at his watch, then urged, "Hang on, Dancy; we've only got a few more minutes to go."

"Don't get me wrong, Illya," she murmured into his neck. "I mean, you're nice enough and everything, even for an UNCLE, but when I find out whoever assigned me to this case, I'll get even, I swear it." A hand appeared from within the headboard and swiped at them with twisted broken nails. "I do have one question though. We've had knives thrown at us, mirrors cracked, books heaved, the bed levitated, a guillotine blade nearly dropped on us and every other ungodly, revolting horror pushed in our faces and you lay there without even getting flustered. What's your secret?"

"No secret. This place is designed to scare people. Why they pay for it is beyond me, but they do and heavily. After that examination and subsequent observation, I refuse to believe they'd let anything happen to us."

"I know all of that, but doesn't anything bother you?" She grabbed at her covers as something beneath the bed pulled at them.

"Well," Illya said, slowly, "I've never cared much for deserts, the truth be known." The screams and howls grew to an inhuman crescendo and then silence prevailed. "That looks like it for the floor show. Let's go to work."

"It'll feel good to do something familiar after a night of this." Dancy crawled from her side of the bed and began to dress in the waning gaslight.

Illya tugged on his 'bugged' trousers and began a struggle with his turtleneck.

"Okay, guys, it's past your bedtime," he heard Dancy object, jokingly. Then her voice grew serious. "I said knock it off."

Illya yanked down on his shirt, but he wasn't conscious when it slid into place.


"Hey, he's moving!" Napoleon Solo straightened, shifting the woman off his lap as he did, in order to get a closer look at the pale green dot that glided across the computer screen, choosing a path well outside the hotel. "I think our rat has grabbed the cheese. Get Mr. Waverly and have them fire up the plane."

His chief's voice filled the room even before the lab tech had a chance to get to the intercom. "Some success, Mr. Solo?"

"I believe so, sir, but I'd like to make sure he's not off doing some independent snooping on his own."

"Napoleon," the tech interrupted, all the while studying the screen, "there's been a change in altitude of about 300 feet and climbing. Also, his speed has picked up to well over 70 miles per hour."

"Confirmed, sir, he's gotten. Now I'll get them!" And Solo was out the door before Waverly could object.

Fifteen minutes later found Napoleon Solo strapped securely into the cockpit of a single engine Cessna. To his right, a duplicate of the lab tracking device blinked reassuringly at him, the green pinpoint holding a steady course. He thanked his good fortune and set a path for interception.

Just off Lake Superior, Solo hit bad weather; it came on him before he even had a chance to call headquarters for a weather check. A gale whipped off the Great Lake, shaking the wings of the light craft, tossing it into belly flopping drops without care, pushing him deeper into the storm and forcing Solo to abandon the tracker and concentrate on the instruments of the plane.

Common sense drove him closer to the shore line so that, in case of an emergency landing, he'd at least not have to discover whether or not the craft would float. He was just about to pass into Canada when he noticed the dot had become stationary, and he quickly checked his charts. In a few moments, he'd be right on top of them, hopefully with both the THRUSH and Illya well and intact. Then a sudden dip in altitude drew his attention back to the plane and the worsening weather conditions.

"Mr. Solo," the radio crackled to life amidst the static. "We have a fixed location on Mr. Kuryakin's position."

"Acknowledged and verified on this end also, sir. I should be within range..."

A stomach wrenching loss of altitude made his ears pop and static drowned Waverly out. Solo fought at the controls but to no avail. The air draft was too strong and he was too close to the ground.

Branches snapped off, crackling angrily at Solo as the ground flew up to meet him. Solo's last conscious thought was that the tracker light had gone out.

He woke a few minutes later to a gentle patting on his face and he smiled at the woman's caress, only to open his eyes and find it to be rain. Solo fought his way clear of the tangled safety harness and took stock of his situation. He was alive, so his luck must still be good, and from what he could gather from his position, the plane sat nose down with its tail resting on fallen branches.

"Well, Solo, old boy," he mumbled to himself, partially for reassurance and to otherwise clear his head of its humming. "There's no getting this baby back into the air. Let's see what's new on the front lines." He fumbled with the controls of the radio, finally throwing a switch. "This is Phantom; do you read me, Mummy? Come in, Mummy, can you read me? Hello, party, are you there, party? Hmm, must have gone to bed." He watched the radio short out completely and sighed, eyeing the heavily wooded area outside the craft.

"Well, Mr. Solo, I guess we walk." He climbed from the plane, via a convenient hole in the cockpit roof, and then dusted himself off. "At the last reading, Illya was about a mile...that way." He picked a direction that felt right and began to walk. Solo was about 100 yards from the plane when he heard the first growl. Nothing terrifying, just a low, 'pardon me, but you're in my space' noise.

"Wonderful," Solo groaned. "Just what I needed to do, stumble into someone's lair. Excuse me, ma'am, didn't mean to intrude. No, don't get up, I was just leaving." The growling grew louder and Solo retreated a step, but it did nothing to placate the owner of the snarl. "I'll be going now and thank you for a wonderful evening." He walked faster upon noticing the green spots of light had been joined by several others.

It, he reasoned, was time to swallow one's dignity and he broke into a run. He was in good condition, he knew that, but the pairs of eyes didn't. The harder he ran, the closer they got. Then, the ground disappeared from beneath his feet and he was suspended, briefly, in midair before gravity took over.


Illya Nichovetch Kuryakin stirred and moaned. His mouth tasted like a stale cigarette and his head felt like the crushed pack. He slowly sat up to cradle his throbbing temples in his hands. Deciding that nothing short of complete bed rest for a month would have any effect, he hauled himself to his feet.

"Hello, UNCLE agent," something hissed.

Kuryakin jumped in spite of himself. At the end of room, upon a dais, stood a tall figure clad in cloth so vibrant white, it hurt his eyes. He started from the floor up and, as his eyes drew level with the face, he gasped involuntarily.

"Isn't it nice." hissed the woman from the painting, from the neck down a beautiful and voluptuous figure, but the face...Illya averted his eyes. The face was shriveled, the flesh stretched and wrinkled, lips, cheeks, nose, all plucked away, exposing the rows of glistening teeth.

"Don't look away, UNCLE agent," it lisped. "You made me, so you should study me and relish the vision of horror before you."

"You're mistaken, ma'am." Illya steeled himself and met the eyes straight on. "I don't know you, except that you are the woman from the painting in the hotel room."

"Ah, but you do. Remember Bahrain and Qatar and the explosions that you caused there? You were there, so were my brother and I. He was the doctor who examined you at the Inn. You didn't stay for the fireworks, UNCLE agent, neither did your THRUSH playmates. My brother and I did, we didn't have any choice. Someone had to make the lands safe again for human habitation and this is how you thanked us. The explosions triggered this sort of muscular disorder in anyone who had sufficient exposure."

"And what do you want from me?"

"Merely that which I have already derived from your fellow comrades; a bit of entertainment. You see, UNCLE agent, your administrators are quite helpless without their brave field agents to protect them from one another. It is with them that my quarrel lies, not with you. However, in order to get to them, I first have to be rid of you. I have here a place to keep the dangerous men while I wreak havoc on the weaker links in the chain. Do you understand me, UNCLE agent?" The figure's long flaxen hair caught the glow of the torchlight, creating a halo effect.

"All too clearly, I'm afraid. Since I'm to be kept here, may I at least know where here is?"

"Are you familiar with the myth of the minotaur?"

"It was a creature with a man's body, but the head of a bull and was kept in a labyrinth built by Daedalus for Minos, the king of Crete. It was rumored that no one was able to escape the labyrinth or the Minotaur. Each year King Minos would sacrifice seven Athens maidens and youths to appease to Minotaur."

"You're too smart for a regular agent. Most don't know what I'm talking about." Bubbles of saliva cracked and popped. "How was the labyrinth conquered in the end, do you recall?"

"A man by the name of Theseus killed the Minotaur and escaped the maze with the help of a ball of thread given to him by Minos' daughter, Ariadne, whom he later married, then deserted."

"Very good, and like Theseus, if you conquer the labyrinth, you shall go free."

"What about the woman who was with me?"

"Your wife? Tsk, tsk," cajoled the figure. "Surely you realize that mixed marriages never last."

"We're trying to make it work."

"Yes, I suppose you are. I'm keeping her safe for you, UNCLE agent. Think of her as incentive for your escape for when you die, she dies. Good luck, UNCLE agent, you're the first one I hope makes it."

"Wait a second," Illya shouted, drawing closer to the dais. "What about the missing men? Where are they? Who are you?"

The answers to his questions vanished along with the figure as it turned sideways and disappeared from view. He took two more steps, his mind racing for a Rosetta stone to any of this, his hand seeking a pocket out of old reflexes. It was then that he noticed his clothes. At some point between the hotel room and now, he'd had a complete change and with that, the transmitter, all his devices, everything was gone.

"I give you credit, ma'am, you've obviously learned your lesson from the agents before me, but couldn't you have at least left my cigarette case?"

"Most ingenious, that case," responded a voice above his head and he stared up at the ceiling, trying to locate the source. "A mini rocket, sleep dart, a metal melting agent, a lock pick and a communicator, along with genuine cigarettes. No, you'll have to make do without them."

"Probably just as well, they're a killing habit," Illya answered, a thought furrowing his brow. "One more question, if I may? Suppose I decide not to move? What if I just decide to stay here, ad infinitum? He fingered the clasp of the trousers that had replaced his, as he fervently hoping that the tracking device had lasted long enough to give Waverly a location reading. Then, he sat down to punctuate his sentence, resolved to stay put until a rescue party showed up.

"Giving up so soon, UNCLE agent? I hadn't thought it of you, but if you should need some additional prodding, I could electrify the floor, or remove it completely. I could lower the ceiling or release a special breed of killer ants. Or I could..." A cry cut through the tiny stone room. "That was the THRUSH, UNCLE agent. Start moving or she starts screaming."

Illya Kuryakin swore bitterly to himself in his native tongue and rose to his feet.


Napoleon Solo raised a hand to wipe the grit from his eyes and spat out a mouthful of dirt. On the outer fringes of his memory, he recalled the chase, the wolves, and the fall. Now as he grew more aware, he heard the low growl.

"And, so you're here too, huh? You shouldn't have followed so close." Glad for the company, he sat up and talked to the pair of green eyes. The growl

answered, its tone menacing. "Listen, as long as we're roommates, we should try and be friends."

The rumbling continued as Napoleon's hand drifted closer to the butt of his Walther P 38 and he drew it slowly. He felt a twinge of pity for the beast and, with his gun handy; he picked up a rock and lobbed it towards the creature in an effort to frighten it away. The eyes didn't move; even to blink, while the growling remained at a constant level. Solo tried again, this time aiming for right between the eyes and still there was no change.

"Well, my friend, one of us is being taken for a patsy." He approached carefully, his finger tight on the trigger, kneeling to examine first one, then the second small green light bulb. He reached down and felt for the wire that ran along the floor to the tiny hole in the wall. A quick tug and the growls ceased. He tucked the gun back into its accustomed place and began to look for a door, even as his hands unconsciously tidied up his suit.

Illya Kuryakin kept one hand on the wall as he followed the corridor, all the time carefully watching for any trouble the flickering torch light might conceal.

He caught his toe and went down in a flurry of arms. Furious at himself, the obstacle and everything else, he darted out a hand to snatch up the offending party.

"Hmm, somebody's femur," he decided, looking around for the rest of the skeleton that lay hidden in the shadows. "You shouldn't leave things like this laying around, ma'am. They'll send your insurance rates sky high. Besides...." He dusted off the broadcloth tunic that had replaced his turtleneck, "a person could get hurt." He spoke to the ceiling, convinced that the figure, who or whatever it was, was watching his every move. Yet he still had no idea of what was expected of him. So far he'd only seen corridor and more corridors after that.

A scuttle caught his attention and he started up at the sound. In the previously empty hallway, there stood something. Exactly what, Illya would have been hard pressed to say, but he did know that he didn't want to get any closer to the gleaming broadsword it carried than he absolutely had to. It reminded him of the trolls that populated the stories his older sister had related to him. It snarled at him and Illya rose very slowly, holding his hands up in the classic surrender position.

It roared again and Illya snapped, "No, I can't put them any higher, they're attached to my arms." It took a step and Illya retreated one, his heel scattering the fragile phalanges and metatarsals across the floor. The creature charged and Illya grabbed a femur, wielding it as if it were a bat, all the time remembering Napoleon's fencing recitations.

"First lesson in dueling, my Slavic swashbuckler," Napoleon's voice came to him. "A rapier is for jabbing and thrusting; you need a broadsword for swiping and cutting."

"Yes, indeed," Illya agreed. "I most certainly need a broadsword, but the only one available is attached to the mitts of one rather ugly customer."

The creature charged and Illya sidestepped, trying a Karate kick in passing. But the foot skidded off the metal armor, sending a numbing wave through his leg.

"Smooth move, Kuryakin," he said out loud, hoping to distract the creature's attention. He dodged out of the broadsword's path, the bone deflecting the glancing blow, but cracking from the impact. Another direct blow and he'd be out an improvised weapon. Something pinched his finger and he realized that in his hostess's otherwise thorough search, she had neglected his ring and, for the first time in several hours, Illya Kuryakin smiled.

While the creature's size made him overpowering, it also made him slow. It was this that Illya counted on now. As it rushed passed him, Illya flung himself upon its back, the garroting string concealed within the plain gold band out and anchored about a rough scaly neck.

With a bellow that rocked the corridor, the creature slammed back against the wall, attempting to knock the irritation away. Whether it was a troll or not, it was persistent, Illya decided, suppressing a groan. To make things worse, his grip was threatened on the cord as it grew slick from his own perspiration.

Suddenly, the crushing lessened, allowing Illya to increase the tension. With a final gurgle, the creature went down. The Russian knelt beside it, panting to catch his breath and then he frowned. Deliberately, he dug his fingers into the deep groove left by the garrote and tugged. The head peeled away, exposing a second head hidden within, leaving Illya with a flesh like mask in one hand and a too familiar, now dead THRUSH adversary in the other.

"Well," Illya gulped down a mouthful of air. "At least I know what's being done with our missing agents. I only wish it had been a more fair fight." He patted the arm of the expired THRUSH and stood, hefting the broadsword to his shoulder. "Now, what did Napoleon say was step two?" Still mumbling, he wandered down the hall.

Napoleon Solo carefully darted around a corner of the corridor and eased himself along the wall, the dark eyes wary of any danger. A rumble to his right made him whip around, his Special drawn, only to discover that a slowly opening door was the culprit. With a shrug of his shoulders, he ducked a curious head into the room beyond.

A Bengal tiger snarled and charged, forcing Solo to pulled his head out and slam his body against the door, a mingled look of astonishment and relief painted across his face.

"Sorry, that isn't my party. I prefer something with more curves and fewer nails." He turned away, only to stop. Standing before him was a group of little, red skinned men, the tallest not over three feet. They reminded Solo of armed munchkins, what with the swords and all. Solo turned to retreat and behind him stood a second group, identical to the first, except their skin color was green.

"Sixteen to one, not good odds," Napoleon mumbled as the groups approached from either side. One group rushed, then the other and Solo braced himself, determined to take out as many as possible before going down. He was, however, completely ignored as the factions met.

"Hey," Solo yelled, suddenly hurt by the oversight, "could I interrupt for a moment? What about me?" However, no one seemed terribly interested in anything he said and Napoleon felt rejected. "Maybe I'll go recheck the tiger. Don't worry about me."

He cracked open the door and peered inside. No tiger this time. Now it was a wine cellar. An arrow embedded itself near his head and he dove inside. Keeping one hand on his gun, the other on the wall, he ventured further into the room. Reaching into his jacket pocket, he pulled out a small flashlight and a rack of bottles caught his eye.

"Hmmm, Chateau de Chatenburg, 18...oh, that is a very nice wine." He smiled, tucking a bottle into the pocket of his jacket and continued on.

"Well," Illya muttered, dodging a claw, "whatever you are, you're not quiet." It scurried forward, sending up a near caterwauling yowl. Illya kept the sword raised and his feet balanced, ready to go either way to avoid contact with the pinchers or whip like tail. One claw flailed at him, vying for attention while the tail was curled back for another jab with its poisoned tip. The irony of being done in by something akin to an oversized version of his own birth sign was nearly too great for the Russian. He feinted to the left and then swung the broadsword, putting all he was worth into the delivery.

Before the blade made contact, the creature winked out of existence and Illya spent the next fifteen minutes trying to wrench the sword out of the timber he'd buried it in.


Napoleon Solo ran for his life from a pack of the meanest African savages he'd ever encountered. Not that he'd run into many, but these were definitely the worst. As he ran, he slipped a smoke pellet from beneath his watchband, tossing it over his shoulder. In the confusion that followed, he put a substantial distance between them and him, only to end up against a three door dead end.

Napoleon Solo had been born lucky; Illya had always told him that. It had gotten Solo to No.1, Section 2 at a relatively young age and now he counted on his luck one more time, allowing it to pick a door for him. He disappeared inside, slamming it behind him. It was then that he discovered that the door blended into the stone wall perfectly, too perfectly; he couldn't even find a hint of a seam.

Looking around, he spotted a second door across the room and he headed for it. Halfway there, the tiny hairs on the back of his neck stood up and he halted, alert for anything.

Something bounced off his head and Solo jumped, finding himself caught in a shower of white, and before it finished, Napoleon Solo found himself buried up to his armpits in ping pong balls. He slipped a hand into his pocket to check on the condition of his wine bottle, and muttered, "I always had wondered how Captain Kangaroo had felt." He flung himself forward, using the impetus to move closer to the wall. Using the flashlight, he moved around the perimeter of the room until he found a faint seam. After hesitating for a moment, he wrestled the door open and scrambled out into the corridor.

Napoleon cleaned the ping pong bells out of his pockets as he aimlessly roamed the hall, trying to think. If Illya were still alive, he was probably being held in a room similar to those Solo had already explored, but this place was honey combed with rooms and corridors. This also somehow fit into the Blackmoor Inn and the disappearance of the THRUSH and UNCLE agents, but how?

Because his attention wasn't all it normally was, he found the board rather abruptly, catching his toe on the end of it and taking a marvelous dive. He made a face and got up, only to pause and thank his good fortune.

Not a foot in front of him, the floor dropped off into an abyss, its bottom lost in the darkness below. The tripping had saved his life, for in the half light of the corridor, he'd have never seen it in time.

Retrieving a torch from its holder, Solo carefully approached the edge of the drop off, peering over the edge into the black below.

"Nice, now what?" Then, he noticed the board. "Hmmm, I wonder if it's long enough."

Hefting the board, he swung it around and laid it across the gap, repressing a cry of joy at the near perfect fit. He reached out with a cautious foot to test the strength. It protested, but seemed otherwise willing. Napoleon whispered a soft prayer, checked his grip on the torch and stepped out onto the board. A breathless three seconds later found him on the other side, which didn't seem too different from the side he'd just left.

"This may have been a mistake." He turned to give the far side a fond, almost reminiscent look, and then gaped as he watched the board slide back across to the other edge, apparently under its own power. That cinched it. He was on this side to stay. He returned to his pondering and continued on.

Illya Kuryakin ducked into a room on an escape route from an enraged bull that he had somehow managed to attract, skidding to a stop at the sight of the five steel plated women. "Why me," Illya asked, as he panted and wiped the sweat from his forehead. "All I want to do is make it to my retirement alive." The group stared at him, obviously interested in the ragged, out of breath man before them, yet they made no threatening moves. Illya eased a couple of inches closer, all too aware of the eyes upon him.

"Excuse me, ladies; you wouldn't happen to have a ball of thread amongst you, perchance?"

Mouths curled up in appraising smiles, eyes gleaming with a sparkling interest, giving Illya a sinking feeling in the pit of his stomach. "That's all right. I don't have an opening to anchor it to anyhow." He headed for the door and the women followed.

Napoleon pulled back to avoid a potentially damaging sword swipe. He had his gun out, but wasn't firing he wasn't sure how many clips he had with him and didn't want to waste ammunition if he could help it. Plus, he had a feeling that he knew this man. The features had been altered, the forehead lowered, the cheekbones widened, nose thickened, but he was still vaguely familiar.

"Hold still," the man growled, waving his sword futilely at the American. "I'll make it quick. Better that then rot down here." The man lashed out again and Napoleon swung a fist. It contacted and the man screamed, pitching forward, his neck at an impossible angle. Solo looked confusedly down at his fist, then at the man. "I didn't hit you that hard," he protested, kneeling by the fallen man and turning him over.

Now, without the impending threat of being run through, he took a moment to study the man closer, his mind sifting through the personnel files of both UNCLE and THRUSH. It came to him suddenly; it was the Section 2, No.2 man out of Chicago's UNCLE office and one of the men listed as missing.

Things were starting to gel for him and he felt a renewed surge of duty run through him. He had to get Illya out of here, now more than ever. All he had to do was find him, but that couldn't be too difficult. After all, Solo reasoned, how many places could a short blond Russian hide?

Illya Kuryakin had the same thought in mind as he fought his way out of the room, vainly holding onto what little remained of his dignity, not to mention his clothes; those women made no bones about what they were after and had the situation been different, he'd have been more than happy to comply. Right at this moment, however, all he wanted was to get out of this hell hole.

A voice behind him prompted him into a room, not necessarily the one he'd have chosen, but at least it was a place to hide and he slid easily into the room, feeling the dark envelope him.

He stumbled down the stairs before realizing that they were there, catching himself from a headlong plunge. As his eyes grew accustomed to the lack of light, he saw and heard the liquid gently lap against the bottom step.

"I have two choices," he said, his voice softened by the presence of fluid. "I can stay here and face them or I can cross the room, exposing myself to whatever maybe hiding in the water." His hand fumbled with the rag that had once been his tunic and, taking a deep breath, he waded out into the room. He was about hip deep when he concluded that something was very wrong. This water was awfully thick, warm and sticky. He swirled a finger around in it, bringing it up to touch it to his tongue, promptly making a face.

"Ah," Illya sighed, plaintively to the ceiling, "to be young, Russian and hip deep in honey. Will wonders ever cease?" He sloshed his way to an opposite door and emerged out into yet another corridor. Like all the other doors to previous rooms, this one disappeared into the wall, blending so perfectly that to find it again would require nothing short of a miracle, something he was definitely in need of.

A loud snuffling froze him in his tracks and he shut his eyes in a sincere prayer. A low rumbling growl followed and Kuryakin looked over his shoulder at the brown bear that rounded the corner, its nose skyward to track down the scent it pursued. Illya dropped what remained of his shirt, remembering to smear it liberally with honey. The bear found it, and nuzzled it, while regarding Illya with hungry eyes.

"Sorry, the rest, what little of it there is, stays with me." The bear began a lope towards him and Illya fled, with the bear frighteningly close behind.


Napoleon Solo, deep in thought, was only half startled by the noise. He knew that it was merely a matter of time before something else was along to bother him. It was almost as if he was being watched and these 'obstructions' were being placed carefully in his path to trip over. He readied his gun, clearing it from his holster and flicking the safety off. The noise was getting louder and he wondered what sort of monstrosity would be facing him. All he needed now was "Hall of the Mountain King".

There was a lot to be said about Napoleon's reaction, mostly surrounding the fact that he didn't shoot his partner the minute Illya rounded the bend, and still held onto enough of his senses to plant a bullet between the pursuing bear's eyes, all the while gaping at the man before him.

"Thanks, Napoleon," Illya panted. "Your timing is superb, as usual. My lungs were about ready to give out."

"You're entirely welcome." Solo holstered his weapon. "Now, a favor for a favor, what in the name of God's green Earth happened to you?"

Illya glanced down at himself, considering. "I guess you do deserve some sort of explanation, but I'm afraid it won't make much sense. I lost my original outfit when I came in here, but managed to pick up a broadsword from a rather brash gentleman by garroting him with my ring. I also learned a priceless lesson in not taking things for face value. Soon after that, I was accosted by a giant scorpion, collapsing walls, and the most charming poisoned darts I've ever encountered. Now, this is when it gets confusing." Illya paused for a mouthful of air. "This bunch of over sexed women attacked me and got my sword and very nearly more than that. To escape them, I waded across this roomful of honey which, in turn, attracted the bear. I tried to use what was left of my shirt as a lure, but he didn't want to settle for that. You know the rest." Illya suddenly felt very tired.

"Escape? You escape from over sexed women? What could have possessed you?"

"You would have had to have been there."

"I would have loved to. Ah, which room did you say they were in?" Solo asked, a smile rendering his handsome features even more so.

"I didn't! I'm all too familiar with that glint in your eye. I thought you were here to rescue me."

"Oh...right. Well, here I am. Consider yourself rescued." Solo looked at him expectantly.

The blond let out a moan of Slavic despair. "Don't you know how you got in, Napoleon?"

"Sure, I crash landed and about 100 yards from my plane, I found myself being chased by wolves, which ended up with my falling down a hole. I'll spare you the grisly details, but suffice it to say, I started to wander around. I have made several discoveries though. It would appear that the missing agents are being kept here. This is some sort of combination living chess game freak show. This is just a hunch, but I think that the creator of Blackmoor Inn is involved, but I'm not sure."

A hunch? You mean you haven't talked to anyone since you've been here?"

Should I have? Besides Wilson, you're the first human resembling creature I've bumped into down here."


"A section 2 agent out of Chicago. I gave him a clip on the chops and succeeded in breaking his neck. Other than that, I've not had a word with anyone."

"That's good, you shouldn't talk to strangers. Listen, can we sit down? I'm beat." Illya collapsed to the floor and leaned back against the wall, waiting for Solo to join him. "You're right about your assumption concerning this place. When I was brought here, the good Madam Marshall was nice enough to give me some of the answers. First though, I need some information from you. Do you remember anything concerning Bahrain?"

"Bahrain is a small island in the Persian Gulf off Saudi Arabia."

"I know where it is, Napoleon."

"I was still pretty low Section 2 when we were there. Mr. Allison was still with us. In fact, Lloyd Parkenson was Section 2, No. 1 and you had just joined us."

"Probably why I didn't recognize the names in connection with an affair," Illya muttered, more to himself than Solo. "They kept me in back up for a long time and they never told anyone in back up anything. What precisely happened?"

"A couple of agents found a THRUSH nest full of enough nuclear arms to lay waste to most of the Western Hemisphere. We went in and cleaned the feathers up, leaving behind some pretty spectacular fireworks in the meantime."

"Anything else happen?"

"No, it was fairly routine after that. A brother and sister research team was sent in to clean up and they closed the files on it. Why the sudden interest in Bahrain?"

"What happened to the brother and sister?"

"Illya, how the hell do I know?" Solo threw his arms up in exasperation. "I'm not in personnel! I haven't the faintest idea of where they ended up!"

"I do. They're sitting above our heads right now, laughing at us." Illya pushed back a handful of blond hair, his breathing quickening. "She was there, Napoleon. Don't you see? Something in the explosion triggered the Facial Inarticulitis that both she and her brother suffer from. For revenge, for what she thinks UNCLE has done to her, she's doing this to us."

"Then why the THRUSH agents? Why not join them against us. And why this place?"

"Easy. If it was for our 'disagreement' with THRUSH policies, none of this would have occurred. You don't cut the tumor out and leave the diseased tissue behind. She wants to get rid of both organizations. As for this place, she explained that part to me quite clearly. She knew we field agents are the muscle behind the minds of UNCLE and THRUSH. Therefore, we represented the greatest threat to the success of her plans. So, in order to get to the administrators, we agents had to be eliminated. So she designed this place. Blackmoor Inn was just a fluke; it actually had nothing to do with her original ideas. It just happened to have worked out in her favor."

"Those agents who weren't killed are physically and mentally altered and kept here as brain washed antagonists. Those that are killed are left where we can find them, probably inoculated with the viral strains she's isolated."

Napoleon let loose with a colorful expletive deleted, one he saved for occasion like this. "At least, there are two of us now. It'll be harder to kill us."

"If the alternative is to be stuck here, I think I'd rather be dead."

"Nonsense, that's your Russian pessimism coming through." Solo rose, patting his clothes into a state of semi respectability, then smiled. "Hey, we've gotten out of tighter places before."

"I know." Illya glanced up and returned the grin. "I'm tired and hungry. And the THRUSH doesn't help either."

"I had been meaning to ask you about that. Where is the THRUSH?"

"She's being held as a sort of incentive for me. I...ah...had no intentions of moving from my original spot, so they started pulling feathers from the THRUSH, and you know I've never been able to abide torture." A howl interrupted him and he reluctantly got to his feet. "Beats the hell out of me how she keeps finding us. If it isn't some surgically altered 'friends' of ours, it's some holographic horror."

"Holo what?"

"Holograph, Napoleon. It's a picture that's generated by a laser. It's still pretty experimental. Let's go find me another weapon, shall we?" He took a couple of steps. "And maybe some water. You've never lived until you have walked around with your shorts full of honey."


Napoleon Solo felt the pressure of Illya Kuryakin leaning against him. They were effectively trapped, surrounded by several Roman Centurion guards.

"Illya, old man, these wouldn't perchance be some of those holograms, would they?" He felt the man shift so he could answer him and still keep a newly acquired battle axe in a threatening position.

"I seriously doubt it, my friend. The last one of these that I ran into had a formidable right cross. You know, we may just be in dire straits this time. I think we're out numbered by about seven to one and they look like they're a lot better at using those things than I am at using this. How many clips do you have left?

"Three at last count. Any ideas?"

"Like what? Perhaps you'd like me to cry 'Open Sesame' and have the floor drop out from beneath us...?" Illya let out a cry as the floor slid back and they plummeted downward to land in a pile of something soft, sending up clouds of the stuff.

A few moments after initial impact, they both remained rock still, waiting for everything to settle.

At least, Solo reflected, he wasn't covered with honey as was his partner.

"What is this stuff?" Illya tried to clear his mouth, only succeeding in smearing it over more of his face.

"It bears a strong resemblance to drier duct lint." Solo leaned over to brush off Illya's face. "It would seem that our friend doesn't miss a trick. If we thrash around, we could suffocate in here."

"No one is more aware of that than I."

Solo began a slow crawl towards a wall. Over his shoulder, he said, "You stay put and I'll give you a call if I find anything."

"Nothing would make me happier," Illya agreed, squirming uncomfortably. From beneath him, he drew out a bottle. "I'll bet there's a story behind this, Napoleon. What do you think?"

"I think it fell out of my pocket." Solo patted his jacket. "Hold onto that and don't break it. A bottle of it back in New York would cost you over $2000," Solo said, then smiled. True to form, his luck had led him to a door. "Follow my voice, Illya; I've got a way out." And he tugged the door open.

Kuryakin never saw the wall of water that swept him off his feet and out of the room, via a second door, which, mercifully, opened on his approach. It pushed him out of the room and into the corridor, crushing him momentarily against the wall before it dissipated down the hallway.

"You were the one who wanted water." Solo washed up a few feet away, reminded him before Illya could make any chastising comments.

"Not necessarily so much of it. I think my lungs are about to go on strike. So far, they've had to put up with dirt, lint and now water...phooey, who needs it?" Illya rose to his feet, bending over to help clear out his lungs, and leaning against the wall for support, while Solo shook water from an ear.

Illya's hand slipped on the stone, but his cry of pain was arrested by what he saw. The rock had slid back to reveal a mass of controls and wires.

"Hey, Napoleon, I've got a riddle for you."

"Yes?" Solo recognized the tone and swiveled an interested head in his direction.

"When is a wall not a wall?"

A look of confusion decorated Solo's face. "Ah...when it's amiss?"

"Don't you think of anything besides the lovely young ladies?"

"Yes, but it's usually only after she's fallen asleep."

"Napoleon, you're incorrigible."

"Thank you, now what was the question - a wall not being a wall? Okay, I'll bite. When is a wall not a wall?"

"When the wall is hiding a control panel for the television monitors that are lining these corridors. Now we know how she keeps tabs on us. You wouldn't happen to have a knife or anything on you, would you?"

"A good Boy Scout is always prepared." Solo pulled a knife from an inner pocket and offered it to him.

"Your mother must have been proud of you."

"Made up for some of the habits she disapproved of." Solo stood behind him, disinterested, lest someone grow suspicious of Illya's intentions.

"Very pro wiring job; it'll be a shame to louse it up. Let's see, what would be nice?"

Solo listened to Illya mutter, understanding about half of what was being said, but not really interested. Solo, like all UNCLE agents, had a basic understanding of wiring, but he left specialization up to Illya.

"That just about does it, my friend." Illya shut the panel and handed the knife back to Solo. "We shouldn't have any more problems with visiting baddies, holographic horrors, or the like. If she finds us now, it'll be pure luck."

"And without her intervention, it'll be a relative picnic getting out of here. By the way, what did you do?"

"I've arranged it so that all the cameras would feed back upon themselves. I don't know what sort of orders she'll give now, but they should all end up on her doorstep." He grinned at the American and gestured. "Shall we? With her off our tails, I suspect we'll not have any trouble finding our way out of here."


"How long have we been down here, Napoleon?" Illya asked, very aware of his complaining stomach, so long empty that the mere thought of food made it ache.

Solo reached up and felt a growth of beard on his face. "Don't really know, three days, maybe four in your case. It feels like forever." He caught his toe on an offending piece of bone and would have gone into a wall had not it been for Illya's restraining hand.

"Steady, Napoleon, we can't have you bashing your brains in. We still need your luck until Mr. Waverly shows up."

"Sorry, I'm usually steadier than that. I just can't shake the feeling that we've been forgotten about and written off as just one more loss…or two more in this case."

"I refuse to believe that Mr. Waverly would just send us in and forget about us. If nothing else, your plane would be a clue as to another way in."

"But what if…?"

"Then we do it ourselves. This isn't the worst situation either of us has found himself in. We're still healthy and intact. We still have your bottle of wine in case of emergency. We just need a break." He stopped and collapsed against the wall, which fell in on itself. Another time and the man would have been able to catch himself, but now the Russian toppled inward, disappearing into the room.


"I'm okay," Illya said, straightening up. "This is really strange, but I could swear that this is the room I started in. There's the dais she stood on...damn, I've been walking around in a circle." He flopped back with a flourish. "So much for the inbred Kuryakin sense of direction."

"Don't be so hard on yourself, Illya. It did get you back where you started."

"And for what? We're not any closer now than before."

Napoleon Solo rose and looked around the small stone room, his eyes catching a slight discrepancy in the color of one wall. He ran a hand over it, noting both a change in texture and temperature. In fact, unlike the other walls which were cold and damp, this one was almost hot.

"Illya, are you sure this is the room you started in?"

"I'm as sure as I am about anything here. Why?" Illya caught the glimmer in Solo's eyes, but Solo ignored him as he rummaged through a pocket and eventually withdrew a seemingly innocent cigarette case.

With a series of twists and turns, he converted it from a flat case into a small but powerful self contained explosive. As he worked, he talked, his voice taking on a lilt that hinted of the old Napoleon.

"My dear Illya, I do believe that I have grown tired of using all pre existing corridors. If you don't mind, I think I'll make one of my own." He attached the case to the wall, motioning his partner to take cover. Drawing a lungful of air, he set the timer and hurled himself towards the back of the room, the explosion at his heels.

Napoleon could feel the force of the blast tear through the room, scant inches above his head, then nothing. He sat up to see Kuryakin waving a hand in front of him in a vain attempt to settle the dust, stopping to stare pointedly at the hole. Solo followed the gaze, pausing only to marvel at what he saw.

Beyond the gap lay an immaculate control room, computers clattering to one another in mechanical voices, teletypes racing to carrying one bit of information from one to another.

"Hello, what have we here?" Kuryakin brushed a handful of hair back and moved closer to the hole, stopping as Solo laid a cautionary hand on his shoulder.

"Careful, son, we don't know what might be crawling around in there."

"If that explosion didn't bring them round, then I don't think we have much to worry about. Still, if it's Fabian policy you want, then that's what you'll get.

Solo chuckled softly, watching the man employ all the stealth he was capable of to gradually ease himself through the hole and into the room.

Once inside, Illya straightened, his eyes flitting over the equipment filled room. "Some outfit. There's more computer power in here than THRUSH Central. She must have every square inch of those corridors wired and fed through those." He gestured towards a bank of computers. "We were lucky to have made it as long as we did." The Russian disappeared behind a tall cabinet and Solo struck out in the opposite direction.

He rounded a corner and gasped in surprise.

"Why, hello, Dancy." He beamed at the chained woman, her blonde hair limp and dangling loosely over her shoulders, the once efficient jumpsuit a mass of shredded material. "What are you doing here? Don't tell me you were Illya's partner."

The woman drew in her breath in a simultaneous gulp of surprise and relief, quickly recovering her poise.

"All right, I won't. And as for what I'm doing here, I'm just waiting for a freaking streetcar. You wouldn't happen to have a key for this, would you, dear Napoleon?"

"Dear? I didn't get the impression that that was what you wanted to call me when we last met." His smile darted around each word even as he reached into his jacket for a lock pick. He worked the pick for a moment and the lock sprung open. "Here we are. Now, if I do let you go, you've got to promise not to attack me."

"After being chained in one position like this for three days? I'll be lucky to move." She tried and toppled to one side. Solo caught her and smiled, settling her back up onto the chair. "You didn't happen to find Kuryakin roaming around out there, did you?"

"He's just around the corner, probably messing with the computer programming or something. You know how boys love to play." Solo released the arms, easing them into their first changed position in days and chafed blood into them.

"He made it then." She smiled, wincing at the prickling the surge of blood caused. "So what do you have in your pocket?"

"You're just full of questions, aren't you?" Solo pulled the still whole bottle of wine fro his coat and nodded. "This is a bottle of very old, very dignified wine that I'm saving for a special occasion, such as the timely rescue a lovely lady from the clutches of an evil villainess." He glanced about, spotting several paper cups stacked on a counter top. "These are hardly the cut crystal this wine is made for, but any port in a storm."

Port? It looks like claret to me."

Solo grinned at her, using the blade of his knife to uncork the bottle with a solid 'pop', then poured out three glassfuls. He looked around for a moment, and then shrugged his shoulders. "Well, Illya shouldn't really have any anyhow. He's been without food for several days. It would go straight to his head."

"Napoleon Solo, you're the most egotistical, self motivated selfish man I've ever met."

"That's what Illya keeps telling me. To beautiful women, wherever we find them." He raised the cup to hers.

It was at that moment that a swinging steel door burst open and in rushed a group of rifle bearing men, led by a startled Alexander Waverly.

"Mr. Waverly," Solo happily exclaimed. "We've got the area secure, sir, and are awaiting you orders. I do regret to inform you that we were unable to locate either Marshall or her brother." He handed his bemused employer a paper cup.

"That's quite understandable, Mr. Solo. We found her roaming the halls of this place two days ago, incoherently muttering that her worms had turned. Where is Mr. Kuryakin, Mr. Solo?"

As if to answer the question, a low rumble issued forth from a wall as it slid back sluggishly to one side, revealing an extravagantly decorated room and an even more extravagantly laid table.

"Leave it to Illya to find food," Solo muttered softly as Kuryakin stepped from around the corner, still wearing the remains of his pants, with a napkin draped over his arm.

"Ah, Madame, Messieurs, would you care to be seated? You do, of course, have a reservation?"

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