Prologue – Mary Had a Little Lamb

Whistling quietly to himself, Del Floria unlocked the door to his tailor shop and stepped over the door jam. The bell jingled merrily as he closed the door and looked around, reassuring himself that all was well. It looked like an ordinary tailor shop. There were bolts of fabrics, racks of clothes, a press and anything else a tailor might need. No one coming in to do business would pause for a moment and wonder what was wrong with this picture. They never pondered as to why so many men came into the shop and seemed to disappear for undeterminable periods of time. They never guess that the bent and grumbling man behind the counter, was actually one of five Del Floria's who manned this particular shop. There were dozens of Del Floria's around the world and each one was an entrance for the headquarters of UNCLE HQ.

Neal Huston, for that was his real name, started about his daily tasks, mentally running through his morning to-do list. He, like the other Del Florias were accomplished tailors in their own right. They were handpicked to be indistinguishable, one from the other. Nothing stood out to trigger suspicion in the minds of Del Floria's regular clients.

This morning, Neal grabbed a handful of shirts and hooked them up on the rail, in preparation to press them when the front door jingled and he glanced up.

He'd seen many people come into this shop. He'd looked down the barrel of a gun and even been shot a time or two. He'd had conniving women and equally conniving men try to get past him. Neal was the front line of the war and he took his job seriously. Yet nothing he'd previously experienced could have prepared him for the sight that was about to be played out before him.

The man staggered in, knocking stuff over as he moved, his arms failing in an attempt to stay upright. He was gasping and wheezing. The front of his clothes were stained a crimson red. Del knew it must have taken a Herculean effort to have gotten this far as grievously wounded as this man obviously was.

"Code 14-A. Chris Marion. Neal, help me," the man wheezed.

Code 14-A meant this UNCLE agent was carrying important information. "Oh my God, Mr. Marion, who did this to you?"

Bloodied fingers reached out and grabbed one on Neal's arms and Neal could feel the coldness of the man's fingers through thin material of his shirt.

Marion moaned and coughed. Blood flecked his lips as he whispered, "It followed her to school one day which was against the rules." He collapsed, disappearing into the ample fabric of the huge skirt he was dressed in. The face that looked out from the bright blue bonnet was already growing mottled gray with death.

Two agents came through the dressing room entrance and slammed to a stop.

"What's going on, Neal?"

"I think we've just been invaded by Mary Had A Little Lamb."

Act 1 – And Pretty Maids all in a Row

Alexander Waverly threw the report down upon the table, the force of his action scattering the sheets within the folder. "This is an abomination! This is the fourth agent we've lost to similar circumstances. Who in their right mind would operate on a man and stuff his organs with wool?"

Illya Kuryakin, Section 2, No. 2 winced as he read. "Agent Peters was baked into a pumpkin pie?" His voice took on an edge of disbelief.

"No worse than Agents Jackson's and Jillian's deaths. Harry's skull was crushed, but at least he was dead before being tossed off that mountain. Frank didn't have that luxury," Napoleon Solo said quieted. He'd know all of the murdered agents. While death was a constant companion, these deaths were overly violent and sadistic. "Who ties a man up and rolls him down a hill. There wasn't a bone in Frank's body that wasn't broken and now this." He looked over at Neal Hudson, sitting quietly and looking more than a bit ill at ease. "And he said nothing else?"

"No, sir." Hudson kept his focus on the back of his hands. The sight of the man, once they'd turned him over and seen what had been done to him would be staying with him for a long time. "Just that it followed her to school one day which was against the rules."

"Obviously sending us a message this time, but what?" Waverly rose and began to pace, great puffs of smoke coming from his pipe. "What links do the murders have?"

"Aside from the odd connections to nursery rhymes, a point we didn't even see until Agent Hudson pointed it out, nothing." Illya shuffled through his own notes. "Agent Peters had finished a case in Florence, but never reported for his flight back to New York. Agents Jackson and Jillian weren't on assignment. They'd been placed on medical leave and were recuperating in a private spa in the Bahamas. Agent Marion was last seen in entering his apartment building in Las Vegas, but apparently never made it to his apartment. "

"How do we know?" Waverly didn't turn. He spoke to the window.

"Alarm register reported no entrances, only his exit from that morning."

"His last assignment had been reviewing junior agents for possible promotion. He hadn't been in the field for more than two weeks."

"What about their background?"

"Peters was recruited straight out of college. Jackson and Jillian were picked up after they'd completed their contract with the Navy Seals and Green Berets, respectively. Marion was an off-the-street recruit. None of these men shared similar backgrounds growing up. Peters was an only child, the rest had siblings, older or younger or both. Two came from broken homes, the other two didn't. One was from a blue collar background, while another was a white collar family. One was privileged and the other an orphan." Napoleon pushed the folder away from his as if that would make the details less grisly. "They were all UNCLE agents. That's about the only thing they had in common."

"There are a couple of other things," Hudson murmured.

"What's that?" Napoleon was willing to listen to any suggestion at the moment.

"They all went to Survival School. And their names all figured into the nursery rhymes by which they were murdered."

"What do you mean?" Illya's head cocked slightly to the left.

"Peter, Peter, pumpkin eater, had a wife and couldn't keep her. He stuffed her in a pumpkin shell and there he kept her very well," Hudson recited the rhyme from memory.

"Jack and Jill went up the hill…" Napoleon stopped and shook his head sadly. "I revise my statement about being twisted. This is a whole new level of perversity."

"So your suggestions, gentlemen?" Waverly turned back to his agents.

"Well, other than I think we need to keep Mr. Hudson in the fold, I'm stymied." Napoleon sighed. "We could go back and review their records to see if there's anything in common."

"Might I suggest that one of you pay a visit to Beth Seagarra?" Hudson made the suggestion softly.

"Who is?"

"Well, aside from being a really good friend, she is the best profiler I know-"

"Forgive me," Illya interrupted. "A profiler? Is that someone who draws people's profiles?"

"Not exactly." Hudson bit his lip to keep from laughing. "She looks at everything involved and creates a behavioral profile of the person responsible. It might help us to be able to get an idea of who we are looking for."

Illya looked down at the folder. "I'm not so sure I want to know."

Chad Swann walked away from his playroom, practically purring with happiness. It was the end of a very satisfying play session. It was a pity that the THRUSH agents hadn't lasted as long as the UNCLE ones had.

"From now on, I will only play with UNCLE agents," he murmured to the small dog trotting beside him. The dog gruffed an answer and wagged his tail happily. As long as his master was content, so was he. "You can really tell quality these days and THRUSH just doesn't have it. I'd wager a day's wages an UNCLE agent would last twice as long."

"Ruff!"

"You are right, Hacky. Gambling is a serious vice and I'm displaying favoritism. We wouldn't be wise to go down that road." He stopped and bounced up on his toes, then back on his heels three times. It used to drive his old instructor to tears when he did that, so he did it now just as a way to thumb his nose at the old days.

The terrier sat before a door and looked back at its master. He whined a bit and Swann grinned. "That is exactly what we should do. But first we need to check our roster and see who might be available. It's a shame that we are limited by the certain parameters of our little game." He tugged open a door and the terrier preceded him, trotting proudly as if on display. "Still rules are rules."

"Woof."

"I know we should have thought it through, but what the hell?" We might as well play it to the end."

In the room behind them, William Wilkinson, Wilkie to his friends, collapsed on the treadmill as his heart quite literally shredded apart in his chest from the exertion of having been forced to run on the treadmill for the last five hours. Wee Willie Winkie had just run through his last town and peeked in his last window.

Illya Kuryakin looked down at the slip of paper and then up at the address on the building. He'd been in New York for years and thought he knew every inch of the city. Three buses, a subway, and two taxis later and he had finally arrived at the right address… he hoped. He thought he had been right the other two times only to discover he'd somehow gotten turned around. He'd been carrying this briefcase for so long, he was fairly certain his arm was several inches shorter than the other by now.

He climbed up the short flight of stairs and opened the front door to the building. There was a placard on the wall that indicated the office he wanted was on the fourth floor. He glanced over at the elevator and took the stairs. Ever since he'd been trapped in a Barcelona elevator for eight hours, he'd had no love for the things.

He stopped and checked the address again and pushed through the frosted door. He'd been expecting a receptionist, but entered directly into an office, seemingly abandoned and strangely diminutive.

"Hello?"

"Hi there, in a manner of speaking."

Illya looked around and down. The speaker was a woman with fire red hair and she was just three feet tall. "You're…"

"A midget." She held up her hands. "I know, I know. Tell me something I don't know."

"I was going to say hard to find, but we can go with the other, if you prefer. Illya Kuryakin."

"Ah, you're the UNCLE agent Neal told me about." She gestured towards a chair and settled into hers. "He said you have a bit of a mystery on your hands."

"He also said you profiled for the F.B.I." Illya eyed the scantly decorated and work-worn office furniture. "I see it pays as well as UNCLE does."

Beth Seagarra paused and then laughed. It was contagious enough that Illya was chuckling along with her. "You have a sense of humor. I like that in a man." She patted the desk top. "Show me what you have, mister."

Illya hesitated and then set the briefcase upon his knees and triggered the inner lock. Then he flipped it open and took out the four files. "We have lost four agents. All were killed in dissimilar and yet similar ways."

"Okay." She set the files in a row. "Which one was first?"

"Peterson followed by Jackson and Jillian, then Agent Marion, two days ago." Illya communicator went off and he made an apologetic gesture. "Excuse me. Open Channel D. Kuryakin here."

"Illya, I'm sorry to interrupt, but we just intercepted a message from THRUSH. Apparently they have lost as many agents to the same methods as ours. We now know THRUSH isn't behind this."

"Unless…"

"No, that's even beyond their level of depravity. Let's face it, Illya. We are dealing with a third party."

"I would be much happier wallowing in the known, thank you." Illya glanced over at Beth and he smiled uncertainly at her and arched an eyebrow.

"It's always easy to feel safe when not risking anything. It's only when we refuse to leave that safe harbor that we stagnant," Beth offered. "Can he send me the additional information? The more I get, the more complete a portrait I can create."

"Napoleon, did you hear?"

"I'll send it by courier or I can read it to you." Illya waited for her response.

"Courier, I think," Beth answered. "I have enough to read here for the moment."

"I'll get it assembled and sent out. I'm off to have a chat to Mr. Cutter."

"Give him my best."

"He'll love that. Solo out."

Illya smiled at the instrument and tucked it away.

"You like him." Beth tapped the desk with her pencil eraser and Illya nodded.

"He's vain, insufferable, and an annoyance. There's no one else in the world like Napoleon and there's not another man I would rather have by my side or watching my back. I wouldn't trade him for anything."

"His name is Napoleon Solo? Well, he should be safe at least."

"I hope so." Illya glanced down at the photos and inwardly shuddered. "I very much hope so."

Napoleon stared sourly at the screen. Just the thought of having to talk with Cutter made his gut roil. There was no love between him and the head of Survival School. To his way of thinking, Cutter was as dangerous as the THRUSH agents he was supposed to train them against. Cutter had lost his sense of humanity and replaced it with narrow-minded hatred. Napoleon agreed that agents needed focus to do their job, but Cutter had let it and the hatred become him.

"No use putting it off, Mr. Solo." Hudson understood Solo's reluctance. He'd had his own brushes with Cutter. Cutter had been without remorse, without pity and with one swipe of his pen, he declared Neal Hudson was not worth of Section Two status. He was relegated to Section Three.

A lesser man would have been bitter, but Neal Hudson was not a man given to bitterness. Instead he made it his quest to be the best Section Three agent that he could. In the end, he was actually glad of his mandated choice. As a Section Three, his time in the field wasn't limited by age. He could marry when and whom he chose. He wasn't on the injured list half as much and he had a second career, thanks to his time as a Del Floria.

"I supposed you are right." Napoleon leaned forward and toggled the switch on.

"About time! Do you think all I have to do is sit around waiting to chit chat with you agents?"

"And a good day to you as well, Mr. Cutter."

"Solo. I should have known. You were always keeping us waiting when you were here. I see that hasn't changed. What do you want?"

"We had a rash of deaths among the Section Twos."

"Unfortunate, but you are careless lot. Otherwise, I'd be out of business."

"These men didn't die from the hand of THRUSH as they have suffered equal losses."

"Why would I care?"

Napoleon's fist clenched and Hudson sat forward. "Neal Hudson, sir, Class of '59. We were wondering if you could shed any light on the background of these men. The last clue we were given was school."

"Hudson… wait, you aren't Section Two."

"No, sir, but we occasionally step over the line to help our fellow agents. The man died in my arms and I would like to see the guilty party brought to justice."

"I can appreciate that." There was a pause. "What are their names?" Napoleon quickly read off the names and waited. "Hmm, Peterson was from '61, Jameson and Jillian were both from '62. Marion… he was also from '61."

"Were there any recruits who spanned both classes?"

"Let me think… there were a few. One took personal leave while another two had to bow out for other reasons, but then returned with Mr. Waverly's blessings."

"You didn't approve."

"I didn't. I don't. If they didn't have the focus, they shouldn't have been given a second chance."

Napoleon knew better than to fall into that trap. Many times during his six months with Cutter he'd ended up pulling extra duties when he came to the defense of Waverly. Cutter saw himself above Waverly, above all the Heads of Section One. He acted as if Section Two agents were his and his alone.

"What about the other one? Do you remember his name?" There was a long pause and Napoleon checked the circuit, unsure if they had lost the connection. "Mr. Cutter."

"I'm here, Solo. I was just thinking. I can't seem to recall it. He got borderline grades, showed no real initiative and tended to blend into the background. That last bit was the only reason why I kept him in the program for as long as he did. He was almost invisible. Impossible to remember."

"Try, Mr. Cutter. Lives may depend upon it."

"Lives always depend upon every word I utter. Cutter out."

For a few minutes both men just sat there and then Hudson ventured, "Well, that was unhelpful. Cutter has seemed to have improved with age."

Napoleon chuckled, the tension broken. "I agree. If he lives to be 125, he might just pass as likeable."

Act Two - Humpty Dumpty had a great fall.

Illya sat back in and chair and stifled a yawn. Beth looked up momentarily from the files she was studying. "You can go if you'd like, Mr. Kuryakin. I assure you these files will not fall into enemy hands."

"My orders are to stay with the files." Illya returned to the THRUSH files. These had been pieced together by intercepting transmissions. Large chunks of the reports were missing, but the victims' names and method of death came through: One agent, a Jack Twiddle, had been run through with a series of candlesticks. He'd also been violated with one prior to his death. So much for Jack, be nimble.

Another agent had tied to a low stool and had a bucket full of black widows dumped upon her and a third had been crushed to death beneath a large steel star.

"The deaths are all singularly brutal, yet simplistic," Beth said. "The mind behind this is not only twisted, but very clever."

"I will not give the killer any credit," Illya snapped, then he ducked his head sheepishly. "Forgive me. I have a hard time when faced with such disregard for human life."

"Go home, Mr. Kuryakin. Take the files if you want. I have made enough notes to work with at the moment and I think some rest will do us both good." She pushed the stack towards him. He hesitated. "What's wrong?"

"I was weighing the likelihood that you would accept my invitation to have dinner first?"

"Why do you think I'd not accept?" She drew up. "Would you be ashamed to be seen with someone like me?"

"It is rather the other way around. Napoleon says I'm hopeless when it comes to impressing a lady."

"What does he know? His name is Napoleon, after all." She smiled and lowered her eyes. "I'm sorry, I guess I'm just a little defensive."

"No apologies are necessary, Doctor."

"Beth…"

"Beth." Illya smiled at her. "Would you?"

"I'd love it!"

There was nothing that Chad Swann enjoyed more than sitting front of a roaring fire with a good book and good company. Lacking that, he settled for a small heater, a book of nursery rhymes and his dog. He turned one of the well-thumbed pages carefully. A few years ago, he'd discovered that two pages had stuck together and he never stopped hoping that would happen again. A lesser man would simply buy another book, but Chad Swann was not a lesser man. He was stubborn and single-minded. His teachers had told him so, although they hadn't necessarily meant it as praise at the time. They insisted that 3 + 2 = 5, but Chad knew differently.

His mother had beaten him and told him to do better. The first opportunity he had, he pushed her down the stairs. To this day Humpty Dumpty was his favorite nursery rhyme. He delighted in how she flailed her arms and he laughed at the sound of bones cracking as her skull hit the marble. People pity him and sent their regrets, but few came to the funeral. His mother had not been well liked.

After that came a series of foster homes and, in each one, Chad was sent packing in short order after what Child Services listed as peculiar accidents. Soon there was no one to take care of him and one night, he stole away. No one ever came looking for him or if they did, they never found him. Chad became a master of fading into the woodwork. People could look straight at him and never see him.

After a dozen attempts at more prestigious jobs, he got a position at a small private library. At first, he tidied up, but then he started quietly slipping books back into their appointed spots. He hated the way people took advantage of the books, tossing them aside when their selfish pursuit was over. He loved placing each book just right, back into its safe spot. The owners didn't seem to have a problem with his work. There was no one looking over his shoulder and no one to scream at him. It was a good job.

Chad made enough to maintain a small basement apartment that was bitterly cold in the winter and stifling hot in the summer. He didn't care. It was his, but he was lonely. No one at work bothered with him and the patrons seems to actively avoid him even when he was trying to be pleasant. When that happened, he'd take the well-read book of nursery rhymes to bed and try to imagine what it would have been like to have had a mother who loved him, a mother who would have read to him, even a mother who didn't blame him for everything wrong in the world and beat him for it. Usually it didn't matter, but there were times when he hungered for someone to love him.

His first, well, second murder wasn't really planned. He came upon a man beating a dog. The animal was cowering and crying, but the man kept at it. Something flared in Chad's memory and he struck out. The man, John Katz, was discovered a week later. Apparently he'd drowned in a well. And Chad had a friend for life. That was how Hacky came into his life, so named for the hacking cough the beating had left the dog with. The dog loved him without judging him and for the first time in his life, Chad knew what love really was.

Not only that. Chad had rediscovered a new hobby – taking revenge. And he liked it – a lot.

Making the leap from hobby to career had been his plan, but the law enforcement agencies like the FBI and CIA wanted nothing to do with him. So, in desperation, he'd turned to other lesser known agencies and they, too, turned him down. Even THRUSH said he was too blood thirsty for their organization, so he decided they all needed a lesson.

Napoleon pushed an aged roster aside. "This is hopeless. I could be looking right at him and not know it. I wish Mr. Cutter had been a bit more succinct in his description."

"I didn't realize so many people didn't make the cut." Hudson added the roster to the growing stack. "I thought it was just me."

"We are the few, the chosen, the weary." Napoleon stifled a yawn. "So, tell me about this profiler that seems to have captured my partner's attention."

"Has he said anything about her?" Hudson cocked an eyebrow.

"Nothing, which leads me to believe he's keeping her for himself."

"Beth would never have him."

"Why's that?"

"She's heard too many stories from me. I've told her all about you agents and your crafty devious ways of worming your way into the hearts of poor innocent lasses."

"Crafty and devious? Me?" Napoleon placed a hand on his chest and then he smiled. "I think I rather like that description."

"She is totally committed to her career and I think that if she marries, it will be within her community and not ours. She is one of those 'like attracts like' folks."

"She's never heard about opposites attracting?"

"She has, she just doesn't pay it any mind." Hudson looked down on the list and tapped his finger. "Hey, Napoleon?"

"Yes, Neal?"

"Have you noticed that people missing from both the UNCLE and THRUSH camps graduated near the tops of their classes?" He indicated the list he'd been keeping. "Never the top ones, but usually they are just a bit lower, in the third, fourth or fifth spots. They've graduated, but never in top slots, at least not with UNCLE or THRUSH. They did okay in the outside world, but not once they got to us."

"I hadn't," Napoleon admitted, flipping the sheet around to scan it. He took out his communicator. "Open Channel D. Illya?"

"Kuryakin." In the background, there was soft music playing in the background.

"Illya? What's going on?"

"Nothing. What is wrong, Napoleon?"

"Is Doctor Seagarra with you?"

"She is."

"Oh…" He muted the communicator. "Not his type. Right." Hudson shrugged his shoulders.

"Sorry."

"Napoleon are you still there?" Illya's question was tinny with distortion and just a little annoyance.

"Yes, Illya, I'm here. Tell Dr. Seagarra that the person she is looking for doesn't tend to go after the top people. Instead, he tends to target the people in the third and fourth slots."

"How peculiar." Seagarra's voice interrupted. "Are you quite sure?"

"That's how it looks, Beth." Hudson leaned closer to Napoleon's communicator.

"That's very… unusual."

"That's why I wanted you to know." There was a sudden noise and Napoleon looked down at his communicator. "Illya?" He shook it. "Illya!" He turned and flicked the switch on a console. "Communications, have we lost contact with Agent Kuryakin?"

There was a pause. "No, sir, the line is still open."

"What's going on, Napoleon?" Hudson studied Napoleon closely.

"I don't know, but I'm going to find out."

Chad Swann was sitting quietly in his booth, minding his own business. He wasn't exactly on the lookout for a new target, but he was not about to let one dance through his fingers either. As was his habit, he listened to the conversations around him, murmured responses to himself as he hid behind his paper.

"What do you have so far?" The speaker was male, but the voice that answered him was childlike

"Pretty typical. He was probably either verbally or sexually abused or both as a young person. He acted out against his aggressor, I'm thinking his mother, and freed himself of the situation. However, it made him intensely guilty and he longs for a time when they were together and close. This is where the nursery rhymes come in. Not only do they bring him comfort, but by reenacting them, it brings them to life – something he can no longer do for his mother."

Chad's breath caught in his throat and the world slowed precariously. How did they know? He looked around for the speaker, but the diner was full. When he heard the familiar chirp of a communicator, he half turned in his seat.

The agent was sitting across the table from a child and Chad frowned. It wasn't right to bring a child into the line of fire. A child needed to be protected and left alone to blossom without being exposed to UNCLE's brand of nurturing. And the fact that UNCLE was closing in forced his hand.

Right then and there he made up his mind. Making sure he was being ignored, a situation he used to hate but now relished, he twisted his specially designed ring so that a tiny needle popped out.

"Anythingelseforyou, sir?" The waitress couldn't get the words out fast enough.

"No, I am finished, thank you." He waited for her to slap down his check and placed a few bills on the paper. Standing up, he appeared to have stumbled.

Instantly the agent was on his feet. "Can I help you?"

Chad grabbed the man's forearm and the agent's eyes went wide. He retreated a step, then dropped the communicator and it fell, unnoticed to the floor.

"Illya?" The child's voice was very low, but Chad couldn't worry about that at the moment. The agent collapsed, gasping to the table.

"Let me help you," Chad said, loudly. "I'm a doctor." He turned to the waitress. "Call Memorial and tell them that Doctor Swann is bringing someone in."

"Wait? Who are you?" The child was pretty bossy, but Chad wrapped his arm around the agent's waist and draped a limp arm over his shoulder. He half carried, half dragged the unconscious man to his car while the child tagged along, whining and attempting to drag the agent back to the table.

"I need to get him to the hospital now. Someone, catch me a taxi!" He piled the agent into the backseat of the taxi and the child slipped in. "What are you doing here?"

The child grasped Illya's hand. "I go with him."

"Very well." Chad patted her head and smiled. There wasn't much of a charge left on the ring, but it was enough to make her slump back, half conscious. "That's a good girl."

Forgotten in the excitement and partially hidden beneath the table and a discarded napkin, the communicator asked, "Illya? Illya?"

Act Three - Hickory, Dickory Dock

There was a nasty taste in his mouth and someone was talking. Illya woke with a start and immediately began to fight off whatever was attacking him.

"Shh, you are okay, Illya." The half familiar voice calmed him enough so that he got his eyes focused. Three gray walls, a barred front, with a small cistern for whatever painted a common picture. Their only light source was a bare light bulb that hung from the ceiling.

"Why is this so annoyingly familiar?" he muttered wincing in pain at the stabbing in his head.

"No idea." She stroked his brow gently, massaging the wrinkles in his brow away. "Do you do this a lot?"

"More than I'd like."

Illya looked over at Beth and frowned. "What are you doing here?"

"You didn't think I was going to let you get captured all by yourself and miss all the fun?" Her clothes were mussed and her hair stuck out at odd angles. "Apparently your captor thinks I'm your child."

"My who?" It took two attempts, but he got into a sitting position and once he managed it, he wished he hadn't. His head was still swirling. He leaned against Beth for support.

"You were drugged. I got just a taste of it and I'm still a little queasy. You must feel awful."

"So my head and stomach are telling me." He closed his eyes. "Did you happen to see where we were taken?"

"Brooklyn Heights, I think. I was pretty groggy when he dragged me out of the car. We've been here for a few hours."

"Brooklyn Heights? I don't believe it."

"What's wrong?"

"I live in Brooklyn Heights." Illya opened his eyes and forced himself to his feet. "If I know this guy, I will shoot myself and end it all." He looked down at his gaping shirt front and frowned.

"What's wrong?"

"He's disarmed me." Illya's tongue explored his teeth. "But not completely. That tells me he had some exposure to UNCLE, but not everything."

"So we can escape?"

"Yes…" Illya sat back down on the cot.

"But?"

"If we do that, this guy goes Scott free and keeps killing. I'm more interested in stopping him."

"What if he stops you first?" Dr. Seagarra sat beside him and stared at the opposite wall.

Illya's smile was wistful. "We shall just have to hope that doesn't happen."

"What do we do until then?"

"We… wait. I am sorry you got involved in this. When I invite someone to dinner, it usually ends a bit better than this."

"Don't be. I may well be your ace in the hole."

"Why is that?"

"He doesn't know what to do with you, much less me. It may buy Neal some time."

"What have you come up with in regards to our captor?"

Beth looked at the barred door and sighed. "Not much. He kept muttering to himself in the car, but I was too dopey to make much sense of it. I got the impression that he lives alone and keeps to himself. He has a dog because I saw the hairs on him. He seemed worried that UNCLE had found him out because he kept mentioning your pen thing. Illya, this might just be the one you and Neal are looking for. He certainly fits my character sketch."

"Amazing."

She shrugged her shoulders. "It's what I do." Then she turned to him and brushed a finger across his cheek. "And this is what you do. I, for one, am glad. You keep us safe from people like him… except when they get the drop on you and capture you."

"Sadly, it does seem to be a reoccurring theme in my life, yes."

""Have you ever talked to a psychologist? I bet he or she would have a heyday with you."

The smile that greeted her was wry. "Thank you, but I have as many people crawling around inside my head as I care to at the moment." She shivered in the coolness of the concrete cell as Illya spoke. "I would offer you my coat, but I seem to be relieved of it. Instead…" Illya lifted his arm and arched an eyebrow. After a moment, Beth laughed.

"You know how to sweet talk a lady."

"That would be Napoleon, but I do know something about conserving energy." Beth settled in beside him. "You are like an oven."

"So I've been told." Illya settled an arm around her and stared at the cell door. "Just wait until you see what I've been baking."

Napoleon lifted the communicator and barely kept a rein on his temper. If Illya had held on to this, they would have been able to track it to him as opposed to the diner where he was eating. Napoleon looked around at the off white walls and metal trim. He'd certainly never bring a date to such a dive. What had Illya been thinking? Then Napoleon registered where they were. Illya's apartment was just a few blocks from here.

"That scheming devil," Napoleon murmured, mostly to keep his spirits up.

Hudson picked up a sheath of papers and indicated Illya's briefcase still on the bench set of the booth. Apparently he'd not heard Napoleon. "I'm going to guess whomever took them wasn't THRUSH. They'd never leave this stuff behind."

"I agree. We are dealing with an amateur. Or if not an amateur, at least someone who is more intent upon revenge than anything else."

"It might also be that whomever did this didn't have a clue that we were on to him or her."

The waitress paused and shifted a tray full of dirty dishes from one shoulder to another. "Is your friend okay?"

"I'm sorry? My friend? You saw him…" Napoleon's eyes dropped to her name tag. "… Leila?"

"Yeah, him and his date. Mr. Mumbles got up and stumbled. Blondie got up to help him and went down like a rock. Mr. Mumbles said he was a doctor and was taking him to Memorial, but that's a crock." The busboy came and got the tray from her.

Napoleon gestured to the booth. "Could you stop for a moment and talk with us? It would be most helpful."

Leila looked around, but the small diner was empty except for them. "Sure, I can spare a minute."

"Why do you say it was a crock?" Huston leaned close and then sat back suddenly. A Section Two would trump a Section Three in this case, but Napoleon didn't seem to care. Hudson suddenly found himself wonder just how much of the supposed antagonism between the two sections was mere grumbling from his co-workers. He'd seen nothing to indicate Napoleon or Illya had another but respect for their coworkers.

"He comes in here all the time. Mr. Mumbles, I mean, although I've seen Blondie a couple of times before. Mr. Mumbles is no more a doctor than I am."

"Why do you call him that?"

"He talks to himself all the time. At first he sort of spooked me, but he seemed harmless enough. But there was something weird about how Blondie just dropped."

"Did you happen to see a woman?"

"Yeah, she was with him and followed them out. I could tell Mr. Mumbles was trying to get rid of her, but she wasn't buying it. They jumped in a cab and took off." She smiled and dug around in her dirty apron's pocket. "Here." She held out a piece of paper to Napoleon.

"And what have we here?" He expected it to be her phone number. Instead it was a series of numbers.

"I wrote down the number of the taxi. Maybe he can tell you where he dropped Mr. Mumbles and your friend off." She stood and started to leave. "By the way, you owe me $16.71"

"And who said talk was cheap?" Napoleon reached into his jacket pocket for his money clip.

"The talk was free, but that's what your friend's tab came to. For a little guy, he can sure eat." Napoleon passed over two twenty dollar bills. "You gave me too much."

"To be honest, I probably owe you a lot more. Thank you for being observant. Neal, let's go."

Chad Swann paced his basement apartment, pausing only to run his hand through his hair again and again. "Hacky, what am I going to do? This goes against my plans. I wasn't ready for a guest. I don't even have the scene set."

The little dog wheezed his way up onto a second hand couch, twice removed, and settled down. "Wuff," he said finally.

"I know there's no hurry, but he's an UNCLE agent. They don't wait well. They scheme and plan. I don't trust this one. He's not our usual brand of agent. This one is tricky."

"Woof."

"I know, but I've always had time to relish the anticipation. This all seems so rushed." Chad sat down beside his faithful companion and sighed. "Plus he has a child with him. What am I supposed to do with her?"

"Ruff."

"Yes, she can die as well as an adult, but I've never, well, considered them worthy of immortality, at least our version of it."

Chad rubbed his forehead and sighed deeply. Then, as he'd done so many times before, he reached for his beloved book and started to read. At least he didn't have to worry about it tonight. Tomorrow would be time enough to deal with the agent. Yet, a little thought kept digging at him from the recesses of his mind.

He got to his feet and walked to the tiny barred window over what passed for a kitchen sink. Hacky's head came up, but when it became apparent there wasn't any food in the mix, it sunk back down

"There's something wrong here, Hacky." Chad bounced back and forth on his heels and toes nervously. "I can feel it in my gut." He flipped open the leather ID. "This guy is trouble. I think we need to find a quiet spot and just dump him."

Hacky yawned and Chad smiled. "It is rather boring compared to some of our more recent fun, but I think it would be prudent just to be rid of the burden and not invite trouble." Hacky sighed deeply. "You just stay warm and dry and I will be right back."

Chad grabbed his jacket and headed back out into the night.

Hudson pulled the car over and parked it. Napoleon glanced at the address, then back down at the paper, and then back up. "Are you sure about this?" The building was boarded up and there were no signs of life, save the cats that watched them warily from the alley.

"It's what the taxi dispatch gave me. Why?" Hudson turned off the engine. "Where better to park something that you don't want found?"

"Illya's place is less than a block from here. I have walked by this building before. Just last week in fact. If our agents were being held here…"

"Napoleon, you couldn't have known. We have a notoriously short shelf life and you know it. If we're lucky, we make it through the field work and get to stay some place safe."

"I'll remember that the next time I ask for starch in my collar."

Hudson grinned. "That tailor shop seems like a hundred miles away now."

"Do you miss it?" Napoleon pulled some extra clips from the glove compartment.

"The shop or the field work?"

"Both. " Napoleon climbed out of the vehicle and looked around. "I'll start on this side of the street. Call me if you spot anything suspicious."

"Be careful." Hudson pocketed the car keys and turned up his collar against the night air. It was damp and biting – the perfect night for something to go very wrong.

Illya wasn't sure what woke him and he opened one eye just a slit. A soft shuffle made him shift and he eased Beth away from him.

"Wha-?" She started, but Illya clamped a hand over her mouth.

"Shh, we have company." He got up from the cot and arranged the blanket beside her. He moved quickly to stand by the side of the barred door.

"Hello?" The voice was a mere whisper. "Anyone in here?"

"I don't believe it." Illya moved quickly. "Napoleon!" he stage whispered. "We are here!"

"Finally." A flashlight beam illuminated Illya's face and he turned away.

"Ouch, warn a person before you blind them."

"Sorry." Napoleon set to work on opening the cell door. "I have been looking all over for you. Any idea who nabbed you?"

"Not THRUSH. We're not sure."

"We? Dr. Seagarra is with you?"

"I'm here." Beth approached the door and Napoleon's eye widened slightly and then he smiled.

"Excellent. It's always easier when they keep you together. Let's get out of here."

"Which way did you come?"

"West, but I think east is an easy exit. There is a dark sedan on the street. Hudson is around. Get her out of her. She's too much of a lady to be in a place like this." Napoleon held out the flashlight.

"Beth, you go on ahead. I want to brief Napoleon."

"I don't want…" Nevertheless, she took the flashlight from him.

"It will be fine. The worst is over. Go!" He gave her a gentle push. "I will be right behind you."

They watched her disappear into the murky darkness. "So that's Dr. Seagarra."

"Yes."

"Quite the catch, partner. Now I know why you've kept me at bay."

"It's not like that, Napoleon. I respect her as a professional. Unlike you, I'm not always on the prowl for a new conquest."

"Sure you aren't. Tell me another one, Illya." Napoleon twisted open his communicator. "Open Channel H. Neal, are you there?"

"I'm here."

"Good. I've found them and Dr. Seagarra is on her way out to you. Illya and I will do a bit of recon and then we'll be on our way out."

"Where are you?"

"It's the gray building beside that burned out grocery store. I'm in the…." Napoleon felt a stab to his neck and his hand flew up. He fumbled the small dart free, but standing up suddenly required all his attention.

"Napoleon?" Both Illya and the communicator asked at the same time. Napoleon reached for Illya who grabbed the man before his knees gave way.

Their captor stepped around the barely conscious Napoleon, a feral smile on his lips. "Well, I think that ended well. What about you?"

Act 4 See How They Run

"Open Channel H. Neal, are you there?"

"I'm here."

"Good. I've found them and Dr. Seagarra is on her way out to you. Illya and I will do a bit of recon and then we'll be on our way out."

"Where are you?"

"It's the gray building beside that burned out grocery store. I'm in the

"Napoleon?"

"What about you?"

Neal Hudson waited until Waverly had clicked off the tape recorder and sat back in his chair. His drink was covered with condensation and he would love to take a long swallow of the alcohol, but he didn't quite dare.

"And you found nothing?" Waverly asked, the smoke from his pipe floating towards the ceiling.

"We found the cell where Illya and Beth had been held. Napoleon and Illya were long gone. We have no idea what he might have taken them."

Beth was sitting on the couch, a drink in her hand, staring out the window. "I should never have left him. He was still fighting that drug."

"Beth, if you'd stayed, you'd have been captured as well. Napoleon and Illya, they are old hands at this. And I can reassure you that they are much happier by themselves than having to worry about you."

"You should listen to your friend, Dr. Seagarra." Waverly tapped the folder before him. "It will only be a matter of time now that we know who we are looking for."

"Do we?"

Neal retrieved the folder from Waverly. "This is our short list. You've seen him. Now we stand a chance of finding him."

"I'll do my best."

Illya moved restlessly in his manacles. His wrists were chained and the chain was threaded through an iron ring. Napoleon was strapped to a gurney not ten feet from him, but it might as well been a mile.

The room they were being held in had a funny smell and Illya refused to focus too much attention to it, lest the true nature of the source be revealed. Illya knew this was their captor's lair. The walls were decorated with cheerful children's posters of fairy tale characters, gruesomely splattered with a dark matter. Illya was fairly certain it was blood from the victims before them.

The most macabre of all was the overstuffed armchair, arranged so that it faced the gurney. Apparently, this was where the madman settled down to watch his handiwork in action.

He raised up on his tiptoes and lifted his left arm as much as possible. He had a lock pick in the collar of his shirt and if he could just get everything angled right, he should be able to reach it.

"Cramp?"

Illya looked at the form in the doorway. "I'm fine."

"Suit yourself." The medium built man moved into the room and Illya studied him closely. He would have passed the man on the street without even giving him a second glance. In fact, Illya was fairly certain the man could have lived in the same building as him and avoided detection.

"Why are you doing this?" Illya asked as the man carried in a tray of steel implements and set them down on a table near the still-unconscious Napoleon.

"Because I can. Because I must." From the tray he picked up a book and carried it reverently to the chair. He stroked the cover and nodded. "You just make yourself and home and I'll be back. Then we will have some fun." And with a happy wave, he walked out.

"Fabulous." Ignoring the blood that was starting to trickle down one wrist, Illya redoubled his efforts.

"This is hopeless," Beth said, turning the page to yet another set of photographs. "I'm just wasting your time." She looked lost in the large leather chair. Waverly's head came up from the sheets he was scanning and he made a gesture to Hudson. Neal walked over to her and sat down.

"No, you're not." He patted her hand and smiled encouragingly. "You are eliminated the people we don't have to track down. Everyone that's off that list is one step closer to Napoleon and Illya." At the Russian's name, Beth's gaze dropped to the table. "You like him, don't you?"

"Is there something wrong with that?" Beth stopped and looked a bit chagrinned with herself. "I'm sorry, I didn't mean it like that. He's… nice. He doesn't treat me as different. He looked at me as a man looks at a woman, not as someone looking at the little person."

"I'm sorry. Have I…?"

"No, Neal, you haven't, but you are hardly available being married and all." She motioned him closer. "Besides, he has a nice little ass."

"I'll have to give you that one." Neal flipped another book open and she gasped.

"That's him!"

"Who?"

"That's the guy who grabbed us."

"Mr. Waverly?"

"I heard, Mr. Hudson." Waverly moved with an ease and speed of a man half his age. "Mr. Chad Swann. Class of '54," he read the caption, then flipped the photo over. "Dismissed for inability to follow commands, sweeping fits of anger, and lack of motivation. " He let the photo fall back into place.

"This guy looks about as dangerous as a traffic cone." Hudson studied the features. "Those are the worst because you never see them until it's too late."

Waverly reached for a toggle. "Research. I need you to track someone. Priority one. We have agents depending upon this. I'm sending you the information now."

Neal grabbed the book and was out the door before Waverly closed the channel.

"Now what, Mr. Waverly?"

"Now comes the very hardest part of all, Dr. Seagarra. Now we wait."

"Is it worth opening my eyes?" Napoleon asked.

"Not really, unless early dungeon does something for you."

Never the less, Napoleon got one eye lid to cooperate. He was on his back looking up at a dark ceiling. "My mouth feels as if I licked the bottom of an alley."

"It'll get better." Illya reassured him, but the tone wasn't hopeful.

Napoleon got the other eye open and looked around. The only thing on his upper body that was free was his head. The rest of his torso was strapped to a rusted gurney. Then Napoleon's stomach lurched when he realized it wasn't rust.

"How long have I been out?" He looked over at Illya in his current chained position.

"About three hours."

"And our host?"

"He comes and goes." Illya smirked. "Even when he's here, he comes and goes, if you know what I mean."

"I fear that I do. You're bleeding."

"Working on an escape, in between the dazzling exchanges of repartee with our host."

"Dr. Seagarra?"

"I'm assuming she escaped. Of course, such assumptions have been known to come back to bite me…" Illya trailed off as a dog trotted up to him and stopped, growling low in his throat.

"Speaking of such, you'll be lucky if that's the only thing that bites you. We have company," Napoleon murmured.

"Indeed you do, Mr. Solo." The man was completely nondescript, medium build, medium looks, medium everything. Napoleon could see how he could easily lose himself in a crowd. The dog trotted back to his side.

"Have we met, Mr.?"

"No, I read your ID. Swann, Chad Swann. Survival School Class of 54, Or I would have been had that idiot Cutter permitted me to graduate." The man dropped a handful of items onto a metal table with a clatter and Napoleon clenched his teeth and his eyes at the noise. "Oh, sorry. I'm working on improving that mix. It's better than it was."

"Is it?"

"Oh, my, yes, you are still alive and probably not urinating green. My first guests weren't as fortunate." Swann sat down in a chair and reached for a book. "Are you gentlemen fans of Mother Goose?"

"Who?" Illya asked, shifting his position slightly, again drawing the dog's attention.

"Mother Goose. What sort of degenerate are you?"

"A Russian one," Napoleon said. "Nursery rhymes, Illya. You know - Baa, baa black sheep? One, two, buckle my shoe?"

"No. I grew up with Baba Yaga. She ate shoes… and children."

Swann shuddered. "Barbarian!" The dog added a growl, as if punctuating the man's words.

"I'm not the man chaining up and killing innocent people." Illya clasped his hands together as if he was trying to find a comfortable position.

"Innocent? You see yourself as innocent, Mr. Kuryakin?" Swann shook his head. "Your hands are as bloody as mine, literally. In fact, you are worse. I kill with purpose, you kill for your job. I'm cleaning the slate and evening out the score for both you and THRUSH. And the FBI and CIA as well. All of you… disgusting." Slowly, Swann turned a page. "Now the only question is what to do with you. The others were carefully selected, but you two fell into my lap as it were."

"You drugged and kidnapped my partner," Napoleon said as loudly as his throbbing head would allow. "That's hardly falling into your lap."

"Let's not split hairs, shall we?" Another page flipped. "It's a shame there aren't three still of you. You would have made excellent blind mice… Of course, it would have been hard to cut the tail off of your young lady, Mr. Kuryakin."

"Just as well. I would make a terrible castrato." Illya looked pointedly at Swann and then back to Napoleon, nodding to him. He rattled his manacles again, but neither Swann nor his dog paid him any mind.

Napoleon made a face and crossed his legs as Swann laughed. "I will give you credit. You have more moxie than your fellow agents. By now, a couple of the THRUSH agents were pleading with me, offering my untold wealth and power if only I'd let them go."

"Since I have access to neither, what good would it do me?" Napoleon watched Illya move the lock pick into position. "Why are you doing it, Mr. Swann? What are you getting out of this? What did UNCLE do to you that was so terrible?"

"Why not? Your agency and others judged me a man of limited abilities. I am merely demonstrating how wrong they were."

Illya got a cuff loose and his arm dropped. Gritting his teeth, he lifted it back into position and clasped the cuff with his hand. Instantly the dog was in front of him, growling and baring his teeth. Swann looked up and over at Illya, who was glaring at the dog.

"What's wrong, Hacky? Did that bad man threaten you?"

"Dogs don't like him very much," Napoleon said. "I think it's because he's part cat."

"Are you, Mr. Kuryakin? Part cat, I mean?"

"Unchain me and I'll demonstrate how I can scratch your eyes out."

"No, the only way I will unchain you is when you are happily unconscious. I know how slippery you agents can be." Swann returned to his book. "A race, a race to Moscow before the close of day! A race, a race to Moscow a long, long way! First comes a butterfly a-riding on a frog. Next comes a water rat a-floating on a log. A caterpillar on the fence, a hopper in the hay. Who'll get to Moscow before the close of day?" He shook his head. "Nice, but not exactly what I had in mind." Swann turned another page and grinned. "This is perfect. Blue flames and red flames in a world all dark. Blue flames and red flames and a tiny spark. Hurrying to heaven, lest it should be late. Lest the cautious seraphim close the shining gate and leave the little wanderer forevermore to fly like an orphan angel through the endless sky."

"I can only guess who the red flame will be," Illya said, repositioning his arms and waiting for Napoleon's signal.

"Well, yes, that would make the most sense, wouldn't you agree?"

"Not from where I'm lying." Napoleon shook his head slightly.

"You don't have to worry, Mr. Solo. You will both be unconscious for this. I never unnecessarily inflict pain."

"I think Mr. Marion would disagree with you."

"That was unfortunate. I told you I was working with my sleep aid. He wasn't supposed to have woken up from the surgery, much less be able to escape." Swann put the book aside and stood. "It just goes to show what stern stuff you agents are made of." He picked up a hypo and placed it between his teeth. Then he lifted up a blow torch and lit it. It burned yellow for a moment until Swann adjusted the flame. He set it down and took step towards Illya. "There we are. I think, Mr. Kuryakin, you will be first."

"But it said blue flame, red flame," Napoleon shouted. "That's me, a true blue American. He's the commie."

Swann spun and Illya pulled free of the iron ring. He swung the chain and caught Swann. The man fell back against the tray and to the ground. Instantly, Illya was at Napoleon's side, unbuckling the thick straps that trapped Napoleon to the gurney.

"Illya!" Napoleon shouted a split second before Illya's instincts kicked in. He turned back to face Swann, who was welding the blow torch.

"You won't escape us." Swann shouted as the dog charged Illya, snarling and snapping. He grabbed Illya's trouser leg and shook it.

"Hey, Swann, catch." Napoleon tossed the book to him and, in a panic, Swann dropped the blow torch to save the book. The torch fell to the floor and rolled, leaving a path of flames behind it.

"The whole place is going to go," Napoleon shouted to his partner. Illya nodded and fell back, leaving the room to Swann. He leaned down to grab the dog, but it eluded his grasp and ran to the aid of its master. "Let's go."

Napoleon yanked open the door and jumped. Neal Hudson, gun at the ready, was on the other side. Behind him was a team of agents.

"Run!" Napoleon ordered. He didn't have to repeat himself. The room behind them was in flames. Illya took a step back, intent upon saving Swann, but Napoleon pulled him away. "He made his bed, Illya, leave him to lie in it."

Napoleon kicked a still smoldering timber out of his way. Firefighters had been battling the blaze for hours and just gotten it knocked down.

"Anything?" Illya joined him and Napoleon shook his head.

"There is no way anyone could have survived that blaze. They are bringing in a team to look for bodies. Thankfully the building was condemned and empty."

Illya bent down and picked up something. Even half burned and warped from water, the book was still recognizable. "Really makes you wonder, doesn't it?"

"What?"

"How something designed to entertain children could become an instrument of destruction." He tossed the book back into the rubble.

"Anything in the wrong hands can become a weapon, Illya."

Hudson walked up to them, his face streaked with black from the fire. "Just wanted to let you know that they found a body. Preliminary investigation shows it to be a man in his mid-forties, but they can't be sure."

"Could be our friend or could just be someone who picked the wrong building to take a nap." Illya wiped his hands on his handkerchief. "Did they find the dog?"

"Found something right beside the body." Illya followed Hudson away.

"Loyal to the end." Napoleon shook his head slowly. "I wonder if anyone will miss either of them."

"I will."

Napoleon turned at the voice and recognized Leila from the diner. "Well, good evening."

"He was an odd bird, but he was a regular. What a mess. Did you find your friends? "

"I did, thanks to you."

"I'm glad." She shivered in the bleak grey morning.

"Leila, may I buy you a cup of coffee?"

"I'd like that a lot. Thank you." She took Napoleon's proffered arm and they walked away from the mess.

The wind came up and ruffled through the pages of the water-logged book.

The north wind doth blow,

And we shall have snow,

And what will poor robin do then,

Poor thing?

He'll sit in a barn,

And keep himself warm,

And hide his head under his wing,

Poor thing.

And, unseen, a trembling hand retrieved the book.