Written by Brian Clemens, based on a story by Brian Clemens and Dennis Spooner

Synopsis based upon camera script

Steed, Gambit, and new partner Carruthers are called in to investigate the mysterious deaths of an airplane's pilot and three passengers during flight. All four have had the flesh stripped from their bones, leaving only skeletons behind. The only other point of interest is an empty box of cream cakes, also found on the plane. With no cause of death forthcoming, Steed suggests they follow their only lead: the identities of the dead men. Steed elects to investigate Frank Miller, while Gambit and Carruthers plump for Brigadier Brewster.

At Miller's, Steed crosses paths with CIA agent Suzy Stride. Miller was one of the CIA's top agents, and was working undercover when he was killed. Suzy is also investigating his death. Steed and Suzy decide to pool their information, and Suzy reveals that Miller was on the trail of an arms dealer, and had heard rumours of a military coup. A quick investigation of his home reveals a number of cookbooks concerning food preparation for the masses, a number of magnifying glasses, and a closet full of artificial limbs. It seems Miller was not after the type of arms dealer Suzy had in mind!

Meanwhile, General Cavalo, the diabolical mastermind of the piece, is lamenting the deaths of the three airplane passengers, who just happen to be his army's entire general staff. He is surrounded by scale model replicas of numerous important buildings, such as the House of Commons and Buckingham Palace, all of which are made of cream cake. With his general staff wiped out, he passes the training of his troops on to Captain Carla. Another of his underlings, Colonel Vance, is worried about the possibility of an investigation into the deaths. Cavalo confidently states that Major Pitt and Sergeant Roden will solve that problem.

At Brigadier Brewster's, Gambit and Carruthers interrupt Roden, who is attempting to destroy the Brigadier's papers. Gambit and Roden fight, with Gambit getting the worst of it, before Carruthers intervenes, putting her trapeze skills to use and sending Roden out the second floor window. When Carruthers and Gambit make their way downstairs to search the body, they find it has gone! Before they can return to the house, Pitt mortars it, destroying any evidence within, before making his getaway, leaving Roden's body behind.

Steed and Suzy continue their investigations by visiting Helmut, the ex-partner of Pelham, another of the unfortunate passengers. Helmut explains that he and Pelham used to train fleas and ran their own flea circus, before Pelham left to return to his "old job" of training troops, leaving Helmut to continue the circus on his own.

Cavalo is furious with Pitt for going to Brewster's with only Roden as back-up, and none of their troops for support. His reprimand is cut short by Carla, who reveals that Colonel Vance, confined to his quarters after "cracking up", has escaped. Cavalo orders that the troops be sent in pursuit of Vance, who has managed to make it to his car. Despite some frantic driving, the car's tyres go flat and it crashes into a bridge. Vance throws himself from the car into the water, just before his car is systematically taken apart by an unseen force.

One Dr. Apple contacts Steed and Suzy, and has them pay a visit to his hospital. Vance has been found, but he has been driven completely mad by some traumatic experience. Apple has him in confinement, but Vance is insisting on filling in his cell's brick walls with a trowel and pallet of cement, which Apple claims is the only way to keep him calm. Completely covered with tiny red dots, ostensibly caused by some allergic reaction, Apple reveals that Vance has also been babbling about troops and arms shipments. When Steed and Suzy attempt to question him, Vance speaks of a mysterious "them", a master race set to attack very soon, bringing a Marxist society into being in the process. Vance warns that the world has no chance against such a force, and the order to attack will be given soon.

Gambit and Carruthers are now looking into the pilot of the ill-fated plane, one Bob Ware. They pay a visit to his brother, George, who insists on living in a tethered hot air balloon (because the submarine isn't ready yet!). Carruthers and Gambit persuade him to allow them up for a visit. They question him about his brother, but George is evasive. Still, they manage to discover that Bob Ware flew as a mercenary in South America during the Matto Grosso massacre. Gambit draws on his extensive mercenary background, and asks whether Ware was in league with the Federal Troops or one General Cavalo. The answer? Cavalo.

Back at the hospital, Dr. Apple informs Suzy and Steed that Vance had spoken earlier about an "invisible army". Puzzled, they retreat to Steed's, where they receive a call from Helmut. He has been examining his ex-partner Pelham's papers, all military-related. Before he can divulge anything of note, however, Helmut cries out, and Steed is left with no choice but to listen helplessly to the man being attacked over the phone line. It sounds remarkably familiar to his ears—in fact, it reminds him of the Battle of the Ardennes!

Steed and Suzy hurry to Helmut's, but find that he, too, has been killed, leaving only a skeleton behind. They decide to touch base with Gambit and Carruthers over lunch, and ruminate on the possibility of an invisible army. Steed and Suzy are suddenly called away by Dr. Apple. Gambit, convinced the "late" General Cavalo is somehow connected to their investigations, departs to further question George Ware in his hot air balloon, leaving Carruthers to ponder the Cooking for Masses book Steed and Suzy found at Frank Miller's home. A waiter at the restaurant sees the title, and comments that the book was his "bible" when he worked for the army Catering Corps, leading Carruthers to conclude that Miller's undercover work involved feeding the invisible army.

Meanwhile, George Ware has just become the army's latest victim, reduced to a skeleton in his hot air balloon just before Gambit arrives. He catches sight of Pitt at the scene, and pursues by car, only to have his tyres shredded by what sounds like gunfire. Before Pitt manages a clean getaway, however, Gambit manages to disable the man's army truck. Undeterred, Pitt radios in for transport, then continues on foot to his next destination, Frank Miller's place, with the intention of burning it to the ground.

Carruthers has beaten him to it, however, and discovers a glass phial concealed in a faux tennis ball made of cream cake. Pitt arrives, and a dangerous fight on the building's scaffolding ensues, resulting in Pitt falling and breaking his leg. Carla arrives in the nick of time with the promised transport, and whisks him away before Carruthers can catch up.

Rendezvousing with Dr. Apple at the hospital, Steed and Suzy learn that Vance has died by encasing his own head in cement in a misguided attempt at protection. They return to Steed's, followed shortly by Gambit and Carruthers. Carruthers reveals the contents of the phial, a plan for a strange gun boasting a total of three hand grips. She has also had it made up in life size, and shows it to the others. Steed produces some of the artificial limbs he collected earlier at Miller's, and sets it up so there are two arms per grip. The team puzzles on the logistics of such a strange weapon, and Steed places a call to Kane, a man who manufactures weapons to order, and informs the man he intends to pay him a visit. Kane, in turn, contacts Cavalo, who takes action. By the time Steed and Suzy arrive, Kane, too, has been reduced to a skeleton. Returning to Dr. Apple, who has conducted a thorough examination of Vance at Steed's request, they discover that the man was covered in thousands of tiny versions of the same gun found in Carruthers' plan...

Suzy checks in with her CIA superior, and is told about a professor who was killed in much the same way as the other victims—reduced to a skeleton. He tells Carruthers he will supply her with the location of the body shortly, but orders her not to divulge the information to Steed.

Steed, meanwhile, pays a visit to the very tall miniaturist Bernard Igg, inquiring about the guns. Igg has indeed produced a fifty thousand miniature laser guns for a client, as well as some tiny steel jaws, all of which he delivered to the 33rd Cavalry army base, even though Steed knows for a fact that the base has not been in use since the second World War.

Following the military connection, Gambit and Carruthers pay a visit to Gambit's ex-mercenary colleague Captain Ferret. They identify Pitt in a photo with Cavalo, and Ferret confirms that the two served together. Ferret insists that Cavalo is dead due to his run-in with the Soldad—the soldier ants of South America, notorious for stripping the flesh from the bones of their victims.

Dr. Apple calls Steed with yet more test results. Vance was covered in "Anteedote", a powerful insect repellent. Apple has also found a dead ant in Kane's wristwatch. Steed, already engrossed in a book entitled The Ant Kingdom, seems unsurprised by the discoveries. He sends Gambit and Carruthers to investigate a museum exhibit before taking a bath, fully-clothed! Suzy stops by, but before they can talk, she receives another call from her superior, providing her with the location of the dead professor's body, along with a reminder not to share the information with Steed. Even so, she leaves Steed a note with the location and makes her exit. Steed discovers it just too late, adds his own note, and follows.

Carruthers and Gambit arrive at the museum exhibit, model gun in tow. They find a large model of an ant standing upright on two legs, and find that the gun fits perfectly when slotted in to be "held" by the rest of the ant's legs.

Suzy has made her way to the 33rd Cavalry. She searches the barrack huts, and finds one containing large sacks of sugar, and a trap door beneath which she can hear shouted army commands. She goes through the door and finds herself first in a tunnel, and then in a corridor with more than a few ants scuttling around it. She also catches sight of Cavalo's officers coming and going, all of them suspended from wires to avoid stepping on the ants as they move. Suzy forgoes the wire and proceeds to investigate, leaving a trail of squished ants in her wake. She discovers a laboratory, and attempts to take some photographs, but soon finds herself surrounded by masses of ants—enough to turn the completely white room black! Carla soon joins them. Suzy is trapped.

Back at Steed's, Carruthers and Gambit have found Steed's note, which instructs them to make their way to the 33rd Cavalry Barracks, but not before taking a bath. They find the bathtub full of Anteedote, and proceed to share a quick dip (while fully clothed!).

Carla delivers Suzy, hands tied, to Cavalo, before departing to search for further intruders. She has the misfortune to run into, and be knocked out by, Steed, who has followed Suzy's trail into the underground tunnels. Steed interrupts Cavalo, who is planning to interrogate Suzy through the use of a suction cup full of ants—all augmented with new steel jaws—placed against her cheek. Despite training his new, firearm-enhanced umbrella on Cavalo, one of Cavalo's guards puts a gun to the senior agent's back, and Steed winds up a captive alongside Suzy.

With Steed and Suzy as a (literally) captive audience, Cavalo explains his plans to achieve world domination using his ant army, ironically the very same insects that mangled his body and forced him to cover his face with a mask. He has trained the ants to follow his orders, and has had them practice taking down important landmarks through the use of model buildings made of cream cake. He demonstrates by covering a cream cake White House with a glass bowl full of ants. He informs Steed and Suzy that the ants are invulnerable, capable of surviving anything, including the atom bomb. Steed tells Cavalo that his execution by ant will have to wait, as he has doused himself with insecticide, but Cavalo informs him that the laboratory is hard at work creating a new strain of ant that will be immune to such toxins. Augmented with laser guns and steel jaws, the ants will be unstoppable. Impressed by Steed's military credentials, Cavalo asks Steed to join him, and save himself the horrible fate of being eaten alive by his army.

Meanwhile, Gambit and Carruthers are hot on Steed and Suzy's trail, finding their way into the underground base. They opt to travel by wires rather than walk. Spotted by the newly-revived Carla, they fight her and three guards, all while suspended above the floor.

Steed pretends to consider Cavalo's offer to join his operation, using it as a pretence to get ahold of the cake bowl and throw it over Cavalo's head. As it is filled with ants, Cavalo is temporarily blinded, affording Suzy and Steed the opportunity to escape. They flee into the corridor, just in time to see Gambit and Carruthers finish off their opponents. Gambit and Carruthers take a hold on Steed and Suzy and fly them down the corridor via wire. They exit via the trap door and make their way to the parade ground, but know they have no chance of outrunning the ant army. Steed spots a fuel supply tank on the grounds, and has Gambit pump oil down a nearby air vent, before dropping a lit match down after it. The explosion that follows destroys the underground base and everyone within it. Crispy, dead ants rain from the sky, and the four Avengers walk off into the proverbial sunset, with the prospect of some very enthusiastic celebrating ahead of them!

Written by J. Ferguson
Synopsis based upon camera script

With thanks to Dave Rogers and Dave Matthews for their kind assistance and/or previous researches


Episode Guide page for this story (contains background information)

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