LORETTA

Illya Kuryakin clung to the vampire for dear life. Moonlight, shining through holes in the sagging roof, picked out the flaking paint on the wooden face. Bits of the dummy broke loose beneath the Russian's desperate grasp and splashed softly into the water below.

He was in a long, narrow shed built out over the ocean. Once there had been wooden catwalks along both sides, but the last of these fell away beneath Illya's feet as he made his desperate leap for the monster. A few rotted swan boats bobbed, half submerged, in the channel of the old Tunnel of Love, but the nearest of these was well out of reach. The rusting frame holding the vampire groaned ominously.

The crocodile swimming expectantly below him was nine feet long if it was inch. Oddly, there was a big, pink bow tied around its neck. Illya wondered what purpose it was supposed to serve. It didn't make the reptile pretty and it certainly didn't make it look any less hungry. 

Moving carefully, lest he dislodge his precarious perch, he found his communicator. "Open Channel F."

*****

Napoleon Solo was on the third floor of the fun house, looking out through a break in the wall. The fun house stood on a small peninsula and across the water, he could see the rusting Ferris wheel, the broken down merry-go-round and the skeletal tracks of the roller coaster. The Happy Harbor Island Amusement Park closed down nearly thirty years ago. The attractions had mostly collapsed while the rides rusted into general decay.

He and his partner had been chasing an elusive Thrush nest on the New Jersey mainland opposite when they learned from local people that the island was haunted. Late at night, the story ran, the old amusement park came to life. Smelling a rat- a large, feathered rat - the two UNCLE agents had decided to check it out.

Although the scene was eerie in the moonlight, he had yet to find any trace of a presence, corporeal or otherwise. He was just turning away from the collapsed wall when his communicator sang to life. He knew without waiting that it was his partner.

"Yes, Illya. Did you find anything?"

"I did. Or rather, something found me."

"Oh?"

"Yes, I'm in the Tunnel of Love with a large crocodile."

"how romantic."

The Russian snorted. There was an ominous creaking in the background. "Very funny. My friend here seems to think I'd make a good appetizer. I wonder if you could come help me dissuade him?"

"Absolutely. You're a side dish, at the least. Hang on, Tovarish, I'm on the way."

Solo pocketed his communicator and turned to retrace his steps through the dark building. Just the, the lights came on.

It was impossible. There was no power source on the island - they had checked. Even so, the park creaked into life around him. The Ferris wheel began to turn slowly, clanking and moaning, and a wail of distorted calliope music came from the merry-go-round. In the fun house, Napoleon suddenly realized that he was in the hall of mirrors. Fifty Napoleon Solos looked back at him, many of the cracked and fragmented.

He paused for a moment, anxious lest he lose himself in the maze while his friend was in danger, and a second reflection joined his. It was a showgirl, a tall redhead wearing spike heels and feathered headdress and very little in between, save for some glitter and a few strategically placed sequins.

Her outfit was accessorized with a very ugly gun

He couldn't tell just where she was pointing it as he couldn't see the original, only her many mirror images. He raised his voice.

"Look, Miss, whoever you are, I'd love to stay and chat with you some, but I'm afraid I have rather pressing business."

Her voice came back to him with a hollow echo. "Your little friend will have to fend for himself, Napoleon Solo. You're not going anywhere until I get what i want from you. And it isn't what you think."

PAULA

That left sex out. Although if she did want sex, it would be a shotgun tryst, there by relieving him of any guilt for his partner. Illya would forgive him. Right after the Russian put his partner in the hospital.

Napoleon slid into his most charming smile. "There's only one thing I have that's of value, my dear,: he purred. He waggled his eyebrows suggestively.

The woman's husky laugh seemed to come from all around him. "You underestimate yourself, Mr. Solo. And maybe we can discuss that later. But right now, all I care about is information." suddenly, she appeared right in front of him, gun pointed at his heart.

*****

Curses flowed in a jumble of languages as yet another piece of fake vampire tumbled into the waiting jaws of Cathy the Crocodile, as Illya had dubbed the hungry animal below him. Where was Napoleon? This was America. Wasn't there some law in the land that stated the cavalry was required to always show up 'in the nick of time'? Leave it to Napoleon to pick now to become a criminal.

Time to take matters into his own hands. Illya pulled himself up the monster. "Pardon me. Coming through," he muttered as he passed the thing's snarling visage, its fanged mouth frozen open for all time. What were the makers of this place thinking when they hung a vampire in the Tunnel Of Love? The nightmare inspired . . inducing . . creature didn't fill HIM with feelings of love. Loathing, maybe. Definitely not love. Of course, he had the ramblings of his old babushka's superstitions still floating around in that pat of his brain that held onto childhood fears.

He kicked off the dummy with a little more force than was necessary and clung to the creaking, unstable rafters above him. He started to swing himself toward the side of the tunnel.

MARLENE

With only a few beams stretching out in front of him, Cathy was beginning to show signs of impatience as she open her jaws, reaching up with her head as far as it could go. It was as if she knew that her prey was about to escape.

Above her, Illya had one last beam to go when a loud snapping sound made by the old, rotting beam began to give way under his hand. This would be a good time for you to arrive, Napoleon, he thought. The beam couldn't take the strain of Illya's weight and suddenly broke in half, leaving the Russian frantically grabbing at the small outcropping with held the last remnant of a smiling cupid. His hand found the bow and arrow, caught and held on tight. The filling his lungs with air, he forced his body up on to the small ledge.

Taking a brief second to look below him, he gave Cathy a smile and made his way toward the exit. Napoleon must be in some king of trouble, the thought. He knew he was nearing the entrance when he saw the faint glow of the night sky just outside the tunnel. However, that was not the only thing that was just outside.

LOKE

It seemed this was indeed a nest of THRUSHes, for there were three of them outside waiting for him. "This must be what prevented Napoleon from rescuing me," Illya thought. 

Since the tunnel was guarded, he needed another way out. Climbing carefully, ever mindful of Cathy, he searched for a maintenance hatch. He located one and slit through it.

Straight into another group of THRUSHes.

*****

Napoleon's hand quickly darted out and disarmed the woman. He twirled her around and into his arms, covering her with their own weapon. "You should have kept your distance, my dear."

"It matters not," she said. "Your partner is no doubt already in the hands of my colleagues. They will be far less gentle questioning him than I was with you."

"Let's go see if we can dissuade the, shall we?"

LEE the T

Illya Kuryakin slid for a long time along the sloping metal tunnel behind the maintenance hatch. When he banged through a mesh grating and rolled onto the floor - onto his feet = and into the middle of a dozen THRUSH men, he realized two things: The nest was deep underground, and the was in deep trouble.

Twelve rifles zeroed in on him and he raised his hands, scanning the vast echoing dim lit room, which looked like a power plant and hummed like one, too. He nodded at the THRUSH men, who'd formed a semicircle around him, and backed into the wall, hands still upraised. "Good afternoon, gentleman." They didn't start shooting, which was a good sign. "Could you tell me the way our of here? I got lost looking for the merry-go -round."

A high-pitched hysterical cackle echoed off the walls. A couple of the THRUSHes peered uneasily over their shoulders as the slap-slap of footfalls neared. Illya couldn't see anyone. He glanced at the open grate behind him.

Even if he dove into it, they'd catch him before he could climb far up that steep metal slide. That crazy laugh cracked the musty air once more. "You-" the word was a drawn-our, singsong wail - "won't be going anywhere, Mr. Kuryakin."

The slapping footfalls came nearer, and the THRUSH wall split at the middle.

An then Illya saw the clown.

*****

"What's your name?" Napoleon asked.

"Isn't it a little late to try to chat me up?" the showgirl snarled.

"Just trying to be civil." He gestured with her gun to indicate that she should continue walking; they left the house of mirrors and moved quickly along the twisting corridors of the fun house.

"it's no good, " the said as they navigated a bouncing bridge. "you can make me take your there, but you'll never get out alive. Flippy will see to that."

Solo, concentrating on keeping the gun on the girl as the bridge bucked and rolled under his feet, echoed, "Flippy?"

"I'm telling you, Solo, if you 're smart, you'll forget about your partner and us and get out of here."

"well, I'll tell you, if that's smart, I'll just keep on playing dumb for awhile."

She shrugged and, which hand an interesting effect on the bridge. The next room was a strobe room. Napoleon grabbed the showgirl's arm and hurried her along, more off-balance in here than he was been on the bridge.

"You're making a mistake, " she said. "You don't want me to take you to him."

"Where is the power coming from for all this?" he asked. She smiled, as far as he could tell - the effect, in the strobe light, was corpselike.

"Didn't you hear? The place is haunted."

Panels in the black walls opened and four shapes oozed out - men all in close fitting black uniforms, everything black but their eyes, which were covered in silvery goggles. Napoleon blinked at them and they advanced, slowly, weirdly, one frame at a time.

The showgirl stepped away from him, smiling, and he raised the gun.

JUST BETTY

Napoleon's expression gave nothing away. He held his ground, gun conveniently centered toward the chest of the left-most dark figure. The fact that four THRUSH rifles were likewise pointed toward his chest would have given a lesser man pause. A timelessly tense moment passed, but Napoleon didn't blink.

"Take me to your leader?" he finally asked to break the stalemate. The left-most rifleman signaled meaningfully at Napoleon's gun. He was about to oblige when a scuffling sound and wild shriek drew all the men's attention toward the showgirl - at least, toward the part of the strobe room where she'd retreated to avoid any stray bullets.

Napoleon spared one swift glance, nothing one of the spiked shoes on its side in the sawdust, along with the crumpled feather headdress. The redhead had vanished, apparently against her will. Training took over, and his gun erupted into fire even as he threw himself into a sideways lunge. His strategy worked. All four goggled men were down and on their way to that great Fun House in the sky before they had a chance to get him back in their sights.

He stood a moment, panting, making sure the four men were really out of the game. He didn't turn his back on the, but the strobe lights did nothing to restore them to animation. He guardedly stepped over and poked the showgirl's shoe with his own. Neither it nor the feathered headgear provided any clues about her unexpected disappearance.

Dismissing her as a redheaded herring, he made up his mind. He crossed the strobe-illuminated room in four purposeful strides. The location of the control switch for the panel doors was not a challenge for a trained eye. Steeling himself for whatever he might face, he slid through the closest panel, sure it would be the straighter path to his partner.

RONDA

It was a path, all right, but straight had nothing to do with it. Napoleon controlled his slide by pressing his feet against the sides of the chute.

Unfortunately, at the end there was a abrupt, steep drop, and Napoleon hurtled out into sudden brightness, colliding with Illya. Both agents rolled with the impact, but pretended otherwise; by the time they had untangled themselves, there were only six riflemen standing.

Flippy watched this with arms crossed, tapping a shoe on the floor. "Morons!" he screeched, as the agents crouched, ready for more action.

Illya elbowed Napoleon and they both stood, sighing. A score of new THRUSH clowns had shambled up, carrying M16s. There seemed to be something wrong with these clowns, though. Their once bright face paint was faded, their mouldering wigs matted, their baggy, ratty clothing filthy and torn.

Every now and then, something fell with a wet plop to the floor. Their movements were uncoordinated, still and through rents in their garments, sometimes a glint of something white could be seen.

"What's that smell?" Napoleon muttered. Illya shot him a glare.

"SILENCE!" Flippy shrieked. "Seize them! Take them to the Machine!"

The shuffling clow corps lurched forward and bound the agents head to toe with slimy cords reeking of brine.

"Ithink I'd prefer your corocile," Napoleon commented as they were carried along the winding tunnel.

*****

Illya and Napoleon breathed deep. The night air was cool and refreshing on their faces. Close and prolonged exposure to the clown corps had not improved their bouquet. But after a rather alarming climb, the two agents had been bound to the tracks of the roller coaster, and then the clown corps retreated into the darkness. Only Flippy's gleeful laughter haunted the wind.

"Wouldn't they like to interrogate us first?" Illya asked.

"I think they're going to soften us up first," Napoleon said, as a deep, mechanical vibration rumbled up from below and the rusting steel frame of the coaster began to shake.

Illya twisted in his bonds, but they were wrapped up as tight as mummies. The slope they were on would ensure an approaching car's velocity. "How embarrassing," he sighed.

AJ

"And I must say, Thrush certainly has lowered its hiring standards." Napoleon grumbled as he surveyed their situation with a critical eye. "I certainly don't want to say on my final report that I was don in by a clown." He began to wiggle.

"I'd like to clarify that if you were done in by a clown, I'd be the one writing the report. Hopefully, anyway.: Illya twisted his head to try and see over his partner and up the hill. They could hear the familiar clacking of a climbing car.

Solo's fingers worked furiously until he finally touched his watch, and he pulled out the winding stem.

"If I recall coaster talk, I'd say the car is about half way," Illya commented dryly. :would it be inappropriate of me to ask you to hurry?"

"I don't see you helping." The dark agent twisted the face of his watch and they heard the hiss of gas. With a twist of a stem, a spark ignited the torch and the smell of burning rope touched their nostrils. "Good thing my tailor is a wiz with burn marks." The ropes burned easily, and it was only a matter of seconds before his arms were free.

"If you don't hurry, you'd better hope that your undertaker is a wiz with make up. I can see it now, near the top." Illya's voice  was as cool as ever.

Quickly, Solo aimed the torch at Illya's shoulders, which were tied to the tracks. "Please don't talk about make up right now," he growled through gritted teeth. "I've seen enough of that for one night. Go."

Free from one rail, Illya twisted to the side and disappeared between slats of the track. Solo set to work on his shoulder bindings, knowing the car had topped the hill; the clacking ratchet noise had stopped. The flame sputtered.

"Come on, baby, don't fail me now!" he hissed, feeling the vibrations on the track growing stronger; all that was missing were the screams of the riders. The last rope broke as the flame spat out and Solo rolled aside with a grunt.

They hung, suspended side by side like beet in a meat locker for a fleeting second. Illya, in a move that would have made Houdini proud, managed to slip most of his bonds before the car wheels cut the remaining ties to the track. They dropped into a heart-stopping free fall that ended with them crashing through rotted pier and into the dark water below.

Illya grabbed for his partner as soon as they hit the water and kicked to the surface with him in a firm grip. They both gasped for breath and Illya tread water for a moment to get his bearings. "With a thrill ride like that," he puffed, "it's a wonder this place closed down." He picked a direction and towed his gasping partner into the darkness.

"Yeah, you'd think a bunch of clowns ran the joint."

As Illya swam between the pilings of the pier toward the shore, his partner managed to free himself from the ropes. Their feet finally felt the firmness of shore and they waded to the beach. They could hear shrieking, shouting and footfall above their heads.

"You know," Illya said as they hit the sand under the pier, "for wet ropes, they sure burned easily. I think they were soaked in formaldehyde; it's flammable."

"Formaldehyde? Like the frogs in high school?" Solo pointed in a direction that would take them deep under the main building on the pier. "Or the two-headed calf in the side show?"

"Or body parts. 'Side show'?" Puzzlement tinged his words.

"Side show. Not unlike the one we just left. Did you see the signs of a power plant?"

"All I saw were big teeth and a pink bow."

There was a pause. "If it weren't for what we both saw up there, I'd question the sanity of this conversation."

"I wonder if flippy is the head honcho or one of the distractions," Solo mused, "like the disappearing showgirl."

Illya pointed out a decrepit ladder up a central pier, and they began to climb. The top revealed a rickety trap door and the tow-haired agent easily pushed it open. Cautiously, they crawled in, missing their Specials that the clowns had filched. The humming sound of power was all around the, and the darkness complete.

Feeling down the wall to a door, Illya, with Solo on his heels, pushed it oopen. To thier amazement, the room was full of bullet shaped capsules that were human-sized. They glowed with an inner light and the nearest one beckoned them to investigate.

Slowly, they crept forward and peered into the capsule. Inside was Solo's missing showgirl.

LORETTA

Quickly the two agents checked out the other capsules. One contained an enormous woman. It was labeled "Smelly Shelly, The Fat Lady". Two others held midgets, one in a business suit and one in blue jeans and tye dye. A massive man occupied a fourth capsule. The one bore a sign that said "The Strong Man". Napoleon paused before it.

"Illya, do you know who this is?"

"Mmmm. No. Should I?"

"It's Grigor Vardun, the hockey player who disappeared last week. Witnesses saw him get zapped with a stun gun. They've been waiting for a ransom demand ever since. But what's he doing here, I wonder? And what are these . . . pods do, do you suppose?"

"that I can answer," his partner replied. "they're cryogenic chambers. All these people are frozen alive."

"Hmm." Solo pondered. "A frozen circus side show. What's the point? Do you supposed we could thaw one of them out?"

"Of course. The controls are clearly labeled."

Napoleon glanced at the controls and shook his head. Obviously, there was a large difference between his definition of "clearly labeled" and Illya's.

"Which one?" the Russian asked.

"The showgirl."

"Why am I not surprised?" Illya crossed over and began pushing buttons on the control panel of the pod containing the showgirl. 

"Vardun was kidnapped," Napoleon explained. "Possibly these others were, too, but the lady's a part of this. She's the most likely to know what's going on."

The capsule hummed to life and in a few moments, the showgirl's eyes snapped open. Illya popped the door of the chamber and she half-stumbled, half fell into Napoleon's arms. Immediately she pushed away and stalked across the room to check her reflection in the polished steel of t another capsule.

"Gee, you're welcome," Solo said dryly.

She gave him a venomous look. "You should save me! It's your fault I was in there in the first place! Flippy wasn't too happy with me getting captured." She turned back to her reflection and put a hand on her perfectly flat stomach. "Oh," she sighed. "I'm getting so fat!" She paused expectantly, waiting for someone to contradict her.

"Don't worry about it," Napoleon told her levelly. "You're not that pretty to begin with."

The showgirl spun to face him with an angry look, but Illya cut across the discussion. "All right, enough nonsense! It's time to tell us what's going on. Who's Flippy and what does he want?"

"What do I want?" The thin, eerie voice wailed wildly around them.

The two agents spun, back to back, surveying the empty room. Suddenly the floor jolted beneath them and they found themselves descending into the darkness below the cryogenics room. The platform they were riding on came to a stop in a vast, echoing cavern. Moisture dripped from the walls. Colored lights were strung along the ceiling and faded, tattered circus posters mildewed on the walls. Once more, the two men were surrounded by Thrush goons and an army of strange, reeking, decaying clowns. Flippy paced up to peer into their faces, Cathy the Crocodile trailing him on a leash.

"What do I want?" he repeated in a wailing sin-song. His eyes were mad. "What do I want? What does every clown want? I want to make people laugh! And they will! The WILL! Everyone will laugh - if they know what's good for them! Mwa-ha-ha-ha!" He gestured to his motley, assorted army. "Take them! Take them separately this time so they cannot help one another escape!"

Quickly, the UNCLE agents were surrounded and hustled apart. One of Napoleon's guards - one of the human ones - cleared his throat nervously and bowed to Flippy. "Where shall we take them, Your Funniness?" he asked.

"Where?" Flippy cackled. "Where? Where indeed! Take Mr. Solo to the merry-go-round!" One of Solo's guards gasped in horror. "And," Flippy paused to give the Russian an evil smile. When he spoke again, two of the more sensitive guards fainted with terror. "Escort Mr. Kuryakin to . . . the ARCADE!"

PAULA

Napoleon found himself tied to the merry-go-round. Instead of the usually friendly looking plastic ponies, he was bound astride a living, breathing crocodile. The croc was strapped to a platform held up by a thick metal pole. Another pole extended from the platform to the merry-go-round's ceiling, the same pole to which his wrists were secured. A myriad of other crocs in similar circumstances dotted the carousel.

Three smelly clowns cackled crazily as they set the merry-go-round to moving and left Napoleon and the crocodile to their fates. "Well, Rosy," he told the croc. "I guess they don't like you as much as Cathy. You don't have a bow."

The croc slashed its tail and threw its head around, trying to take a bite out of its rider. The beasts on either side of him did the same thing. Teeth snapped close to his legs. Rosy snapped at the offenders as if saying, "Back off! This is MY dinner!"

The carousel started out slow, the poles moving up and down, up and down, up and down. A raucous rendition of Mary Had a Little Lamb blasted from the speakers, sending the crocodiles into a new type of frenzy. Not that Napoleon could blame them. To make matters worse, the music sped up with the increasing speed of the merry-go-round.

Napoleon looked around frantically. He had to get off of Rosy and the carousel before it reached centrifugal force, which he was sure it was set up to do. He shifted on Rosy's rough hide. Good thing he was wearing pants, or it would probably scratch him in some very sensitive areas.

Napoleon brightened at the thought. Of course! Rosy's rough hide! He slid his tied hands all the way down the pole and started to rub the thin rope across the croc's skin. Within a minute, the rope frayed enough for him to break free.

"Thanks for the ride, Rosy," he told the enraged croc as he stood on her back. "I'll call you tomorrow." He waited until the beast next to him was slashing the opposite direction and leapt onto its back. He made his way across in the same manner. The merry-go-round had sped up considerably by this time. When he reached the last croc, the twisting of its body coupled with the speeding carousel threw him clear. He hit the hard ground with a grunt. He lay there for a minute, the wind knocked out of him.

*****

Illya didn't like this. He didn't like this at all. Vertically bound to a thick, wide metal obelisk which had heights plainly marked on it in red paint. Ten feet above his head hung a large, heavy bell. He stood on a small square of metal, which was slaved to a disk in front of his feet in a type of catapult configuration.

If that wasn't bad enough, he was faced by a large, rotting clown. Its left eye free-floated in its socket. The right stared at him without blinking. Illya repressed a shudder.

The clown smiled, losing several teeth in the process. It picked up a sledgehammer, raised it over its head, and swung it down onto the disk. Illya shot upward, hung, suspended, about halfway up the obelisk, then plummeted back down to the little catapult. His whole body was jarred by the impact.

The clown tried again, managing to send the Russian a bit higher. Illya desperately looked for a way out of the situation, but his spirits sunk further with every rise and fall of his body. He wouldn't be able to take much more of this. Something was going to break.

Something gave in his hands. For a second, he thought perhaps one of the bones had snapped, but there was not accompanying pain. He realized the thin rope they'd used to tie him was starting to cut through from the constant up and down friction. Illya suppressed a grin. The clowns were smelly, ugly, frightening and persistent. But they weren't too smart.

The next hit of the sledgehammer almost ended it too soon. Illya's head come within inches of ringing the bell. The rope finally gave on his downward slide. His feet had barely touched the metal plate and the clown swung again. Illya launched himself forward, the catapult contraption giving him some extra bounce. He slammed into the clown and beat it into oblivion.

MARLENE

Napoleon circled the grounds looking for Illya while trying to avoid any Thrush guards, should they be watching and waiting for signs of an escape. Just a few yards ahead of him stood an old weather-beaten stall that had once been used to play the milk jug game. And as he rounded the side of the stall, he was just in time to see his partner land on the clown and start to hit the hideous object.

Illya was about to let go with another punch when he felt someone coming up behind him. He relaxed a little when he heard the familiar voice say, "Practicing?"

"No. More like gloating." The Russian stood up and tossed a piece of the clown he had broken into the dirt.

Napoleon gave him a quizzical look and changed the subject. "We have to find another way to sneak back into the cryogenics room."

Suddenly, lights covering the entire area of the carnival grounds went on, bathing them in the harsh white glow. And music from the ancient Ferris wheel droned on in warped, sickening tones. Both had the same idea: To get out of the light, and they ran for the cover of the stall.

"If only we could cut the power," Solo mumbled. "But we can't risk it."

"We just might be able to and still save the lives of those victims." As long as we cut the right one, he thought.

"How much do you want to lay odds that we're not anywhere close to the transformers?"

"I'm willing to bet they're in the same building with the cryogenics capsules."

"Makes sense. Be easier to keep an eye on, just in case someone tries to sabotage it. Which still leaves us with the problem of making our way back there without being seen."

"Without our weapons and communicators to call for help, just think of this as a challenge," Illya grinned. "And besides, I haven't seen anyone since we were left out here to die, have you?"

"Now that you mention it, no."

Illya started off first, still cautious that he could be wrong. Napoleon stayed one step behind. The building loomed ahead of them and not one square inch had the safety of a shadow to help shield them. But with the building being bathed in bright light, it meant that it also gave up a secret. Up in the far side of the building was a small remote camera.

Illya pointed up for Napoleon's gaze to follow. He nodded as both agents quickly changed direction. They were in time not to be picked up by the camera's lens and by Flippy or his goons.

"How many more cameras haven't we seen?" Napoleon remarked acidly. "If they have cameras set up where we were, it won't take them long to discover that we're missing."

"Let's hope they don't. Come on, we may not have much time to put a stop to Flippy's plan. Whatever that is."

Keeping out of the camera's range, they skirted to the side of the building. Illya's eyes thoroughly covered the ground near the building. Spying what he was searching for, and seeing that it was also free of any surveillance equipment, he gave his partner's arm a quick tug and headed for the small trap door partially covered with dirt. It looked out of place there in the ground with no other structure beside it. But Illya surmised that this was a tunnel that would thread its way to Flippy's control room.

LOKE

While the two men were making their way to the control room, they ran across the cryogenic capsule room.

"It might be a good idea, Napoleon, if we released these people before we destroyed the power source."

"we'll have to keep a close eye on the girl if we do, or she'll go haring off to the head clown."

"Isn't that your specialty?"

The tubes were quickly empties, with Miss Spangles coming out last. The group made their way to the control room, Napoleon leading the way, keeping a firm grip on his charge and Illya bringing up the rear. There were two guards in he room, but they were quickly taken care of by Napoleon and Grigor Vardun, the hockey player. Spangles was snagged by the rear guard as she attempted to flee.

"I think not, madam," Illya said. "Napoleon?"

While the senior partner took charge of her, the junior one spent a few moments examining the power panels, and made a fortuitous discovery - a small cache of explosives.

"I believe I can set these," he held up a couple of cubes of plastique, "to detonate on a delayed timer, while these -" he help up several sticks of dynamite.

"-could be used to clear any obstacles we run into," finished his partner, handing off Spangles to the fat lady had turned out to be a guard from a women's prison.

Illya set up the plastique while Napoleon filled his pockets with dynamite. One of the dwarves - the tie-dyed one, who hand introduced himself as Harry - joined him, explaining he used to work for his uncles' demolition firm. The others wanted some as well, but the two agents vetoed it on safety grounds.

They made their way out of the tunnels, Illya leading the way and Napoleon bringing up the rear. They didn't run into any clowns until they were climbing out of the tunnel, but Illya and Harry held them off until everyone was out, and the group made its way to the park's exit as quickly as they could.

LEE THE T

At the entrance to the park, the group gathered around Illya and Napoleon to wait for the explosion.

"Are we at safe distance?" Spangles inquired, eyeing the carnival grounds nervously.

"It's a little late for you to worry about being a safe distance from things, isn't it?" Napoleon ased severely. "Aren't you and Flippy . . . ah . . . bosom buddies?"

"You're breaking my concentration, Napoleon," Illya said, eyes never leaving his watch.

"Look, the circus is a tough business for a lady," she complained.

"What does that have to do with you?" Illya said, not quite under his breath.

"Hey!" she exclaimed.

"Do you have any idea why you were kidnapped?" Napoleon asked Grigor Vardun.

The hockey player shook his head. "All I know is I was practicing in my home rink and some clown skated out onto the ice a zapped me. Then I woke up . . . here."

The plastique went off. Deafening blast, blinding light and a column of grey smoke against the night sky. The ersatz circus performers applauded.

"Yes," came a voice behind them, like an elephant stepping on a squeaky toy. "Well done, Mr. Solo, Mr. Kuryakin."

They all turned around. During the explosion, a fire truck - painted pink and purple - had managed to pull up behind them. It bristled with armed Thrush. And at the wheel sat Flippy, himself.

"All right you clowns," he snarled to his minions. "Get them!"

Expecting either a fistfight or gunfire, the agents, and the civilians with them, were startled to find themselves being sprayed with foam from a pair of fat fire engine hoses.

"What is he trying to do, launder us to death?" Napoleon complained. The foam bubbled up around the, up to their knees, their thighs, their hips. Then it hardened.

"I can't move," Illya said.

Napoleon tried to shift his feet. Around him, the others were complaining similarly. The foam had stiffened to the consistency of concrete. 

Flippy climbed down from the fire engine and snapped his fingers. A Thrush thug handed him the boss end of a leash and he walked slowly forward in his giant, flapping black shoes.

"So glad you  could stick around," he said, cackling. Cathy the croc, pink bow gleaming and intact, followed him as he pulled gently on her leash. "My pet is a little hungry, and, although she enjoys fast food-" he cackled again. On cue, his minions laughed out loud for precisely three seconds. "Sometimes she prefers her food . . . standing still."

Pinned to the hips in cement, Illya and Napoleon exchanged a look. Flippy urged Cathy up onto the white, people-embedded mound. The croc climbed up, mouth opening and closing lazily, and started toward the agents.

JUST BETTY

Illya kept his eyes on Cathy. She kept her eyes on him as she methodically approached, one deliberate step at a time.

Even though he'd never before had the occasion to observe a crocodile drool at close range, Napoleon was distracted. Bad as their situation seemed, it was worse for poor Harry. The dwarf had been foamed along with the rest of them, Whereas the others were merely (ha ha) stuck waist deep, however, only a bare inch of space remained below Harry's nostrils and the hardened foam. His face was reddening. Napoleon hoped he had at least been inhaling when the foam hardened around his chest.

Cathy lumbered forward again. If anything, it seemed to Illya that her toothy grin broadened. A drop of saliva glistened a moment before splashing onto the concrete surface.

A second later, fine spidery lines began lacing across the surface of the hardened foam. A wild crescendo of calliope music bellowed up, seemingly from the bowels of the earth. The hardened foam platform crackled and then shattered into harmless snowflake shaped shards.

The frenzied calliope music increased in tempo and volume.

Napoleon sprang into motion as soon as he was freed from the plastery trap. He lunged for Cathy, hoping to break her concentration on Illya. Stumbling, he almost fell on top of her. He regained his footing, realized he had and end of her pink bow in his hands and yanked as hard as he could.

"Noooooooooooo!!!!!" shrieked Flippy, the mad glint turning his eyes brilliant green.

Both UNCLE agents watched in fascination as they realized the ribbon was actually a control mechanism camouflaging another container of the unfortunate foam.

This time, however, the bobby-trap backfired. A small shower of foam shot straight up, perhaps one foot, then billowed back down completely covering Cathy. A second before she was forever stilled, she managed to cast a glance of pure, unrequited lust toward Illya. Her hardened tongue was caught in the act of licking her lips.

The earth rumbled menacingly. The former prison guard had had enough for one adventure. She grabbed Spangles roughly by the arm before the tawdry redhead could escape in the confusion.

"no you don't," the former guard snarled. Within a minute, she had launched a half-Nelson hold, wrestling Spangles down to the shard littered ground. She pinned the showgirl's wrists behind her back, sitting on her thighs. Spangles would be no more trouble in this affair.

The underground rumbling continued. Then a rift appeared in the firmament. Napoleon really didn't want to confirm the report turned in by his eyes, but there was no mistaking it: A baby grand piano was emerging at a rakishly tilted angle. A grinning man wearing spats, a top hat with radio antennae, a flowing navy velvet suit, and a flowing black cloak sat astride the piano. The sight gap between his tow front teeth was rather endearing. He held a pink rose in his left hand and clutched a spiral, gold-tipped walking stick in his right hand.

"Noooooooooo!!!!!!" shrieked Flippy again. His minions cowered silently. They weren't programmed to respond well to shrieking clowns.

"What in hell?" Napoleon began.

"It's Captain Fantastic!" Illya exclaimed.

"Noooooooooooooooooooooo," twitched Flippy. Napoleon karate chopped him and the green light finally faded from the evil clown's eyes. But even as Flippy wend down, something else rose in the predawn sky.

Captain Fantastic maintained his balance as the piano righted itself on the now quiet ground. He surveyed the littered area in front of the park, then he spotted the hardened Cathy.

With a smile, he composed "Crocodile Rock" right before their eyes.

RONDA

"All right, Pilgrims," said the Captain, eyeing Illya in much the same way Cathy had. "Tighten your shorts and sing like the Duke!" The crocodiles from the carousel, somehow freed, had joined them and were bellowing along with the base line, attracted by the subsonics of the patently unique piano.

Napoleon had had more than enough of crocodiles, robot zombie clowns and everything else. He grabbed an M16 from the piecemeal clutches of the nearest clown and hosed most of the rest of them with bullets.

"Noooooooooooo," twitched Flippy. Napoleon karate chopped him and the green light finally faded from the evil clown's eyes. But even as Flippy went down, something else rose in the predawn sky.

Illya, finished taking samples of the fragmented foam-cement for later analysis, casually leaned against the piano, and addressed the Captain between verses. "What brings you to this neck of the woods so fortuitously?" 

The Captain beamed at him. "A pleasure to be of service, gentlemen. A pleasure! Your Mr. Waverly gave me a ring and asked if I could stop by for a bit . . . or a bite, as it happens." The Captain giggled at the swaying crocodiles.

Napoleon, dodging atavistic reptiles, came over and glared at his comrade. "Illya . . ." He pointed skyward at the mass of somethings rising into the wind.

"Balloons?" Illya blinked and frowned.

Napoleon nodded uneasily. "We never did find out exactly what THRUSH was doing here."

Illya growled to himself and leapt to Flippy's side, rifling the hideously bright clothing for any clues. Inside the toe of the left flapping shoe he found a sheaf of papers. Napoleon watched worriedly over his shoulder as the blond Russian speedily read.

"This is terrible!" Illya exclaimed, truly dismayed.

"What? What is it?" Napoleon bit his lip rather charmingly.

"Ode to a Clown: I sit upside down/Concealing a frown/So no one will know/ The tears of a clown . . . augh! Who wrote this?!"

"Illyaaaaa . . " Napoleon still had that M16. What's in those balloons?"

"Hm? Oh, just another mind control gas."

"WHAAAAT?!"

"Don't worry, Napoleon, they've been launched too early. The gas needed another hour to ferment. At this stage, it will leak from the latex of the balloons and dissipate harmlessly into the atmosphere."

Napoleon deflated, banging his forehead on Illya's shoulder for just a moment before turning to the freed, almost circus performers. A tall, skinny fellow with anti-grav, green hair and a t-shirt that said "Leek the Geek" offered him a grasshopper. Of the six-legged variety.

"Maybe later," said Napoleon.

AJ

Illya, however, perked up visibly and reached for the bug. "Thank you!" he said just before opening it in his mouth and crunching away. "Mmmmm. Spicy."

Napoleon frowned. "It doesn't taste like chicken?"

The shaggy blond mop shook in a negative. "The antennae tend to get caught in your teeth, however," he said as he chewed.

Somewhat repulsed, the dark haired agent turned to survey the balloons disappearing into the dawn. He could hear the jail matron bickering with the showgirl, the midgets complaining about cement ruining their clothes and the strong man pining for a protein drink behind him. The smell of the clown platoon drifted over the scene and he blinked. Suddenly, he was over taken with the overwhelming desire to . . . 

"DIE, SCUM, DIE!" He shouted as he spun around and waved the M16 at the entire ensemble, dead or not.

"NAPOLEON!"

He dept firing, a grotesque glee coming over him with each jerk of the weapon.

"NAPOLEON! WAKE UP!"

Solo felt his shoulder jerk and the weapon fell away. "Hey!" he yelped. "I wasn't done . . . uh . . ." He blinked and the fuzzy outline of a face over his came into view. It had a mop of blond hair and annoyed looking blue eyes.

"Yes. You're done. You with me now?" The annoyed look in Illya's eyes didn't even come close to the annoyed tone of his voice.

Solo frowned. "You don't have antennae in your teeth."

"That God for small favors. Get up."

Illya helped him to his feet and he dusted off his jacket as he looked around. It was dark and dank and utterly quiet and they were completely alone. He rubbed his temple. "Um. What . . ."

His partner winced. "Please. Not so loud." He, too rubbed his temple. His eyes were swuinting in pain. "What ever it was has a nasty side effect."

Napoleon looked around suspiciously as the reality of the headache began to make itself apparent. "No clowns? Midgets? Hockey players?"

"Your imagination is as warped as I thought. No. It appears that we've been gassed with the latest THRUSH invention and used as guinea pigs."

"how long have we been here? And where, exactly, is 'here'?"

"We came to the pier around midnight. I don't know what day, but," his recitation was interrupted by the sound of a car door slamming.

Both agents bolted toward the faint outline of a door without even thinking, and burst their way down a sun-splattered hallway. The building on the pier was as decrepit as in Solo's dream and the sunlight stabbed its way thought all the gaps. A bright rectangle at the end of the hall framed the way outside, and they hit it in full stride, the remains of the door flying off the rotted hinges. A car engine raced, and the realized it was parked beneath the pier, almost directly under them.

They split, one going left, the other going right, as the air was pierced by the sound of squealing tires. The convertible peeled out on Napoleon's side just as he reached the edge of the pier. He leaped, regretting for a fleeting second the pain he would feel on impact, and landed squarely on the solo, female driver.

She shrieked and lost control of the car. It fishtailed vigorously in the sandy parking lot before spinning around in two complete 360's and t-boning a lamppost. Solo managed to stay in the car because he was anchored by his arm around the woman's neck, which also kept her from escaping.

The woman was a snarling wildcat as she rolled from the car, dragging the agent with her. His head pounded, and he wondered if he would be able to hang on as they rolled on the asphalt. Crunching footsteps announced the arrival of his partner and between them, managed to yank the writhing wench to her feet.

"Dr. Arden, I presume?" Illya surmised.

"I should have killed you when I had the chance," she spat.

"Why didn't you?" Solo queried, wishing the headache would let him think more clearly.

"By the time I gathered up my notes, film and equipment, you were both awake!" she growled. "Those boobs at THRUSH just screwed themselves. They should have given me the help I requested!"

"So you did your little experiment on your own," Illya summarized as he glanced in the back of the convertible. The back eat was piled with cameras, notebooks and a briefcase. He shoved her into Napoleon's control and lifted out the case. Inside were two metal bottles that looked like they would contain gas. "Well, I'm sure UNCLE will be very interested in this, but I wouldn't count of them asking you for help."

Napoleon handcuffed her as Illya called in a very brief report. "Waverly wants us to take this all to Headquarters, and Dr. Arden to detention." The Russian reported, rubbing his temple again. "Not that you care, Dr. Arden, but there are side effects to the gas."

"Too bad it's not death," she growled, hunkering down in the back seat of the agents' sedan.

"That sounds like something Flippy would say," Solo mumbled as he closed the door. Illya looked at him sharply.

"Flippy?" the blond agent waggled a finger at his feet. "Floppy shoes and bad make up?"

Solo's eyes widened. "A joint hallucination? Or was he really . . ."

They both turned slowly to survey the remains of the pier. After a moment, they faced each other an waited a heartbeat.

"Nah," they said together, climbing in the car to wait for the clean up team.

THE END! FINALLY!! OR IS IT?