In New York City, Napoleon breaks into a pawnshop after hours... unaware that a woman is stalking toward him, her face blank. Inside, Napoleon looks around while the woman watches him from the shadows. The agent finds a safe inside of a storage cage, blasts the lock open, and goes inside to crack the safe. He removes a Thrush folder from inside, and then turns as the girl rips open the cage with her bare hands. When he lunges at her, the girl grabs him and throws him across the shop. Napoleon shoots her but the bullets have no effect. He out of the way, shoots the lock off the door, and runs outside.
The alley ends in a dead end, and the woman advances on Napoleon. He climbs a drain pipe and the woman rips it off of the wall and Napoleon is forced to jump. She rips the head off of a mannequin that he shoves in her way and continues advancing,
Act I: This Cupcake Hasn't Got An Appendix
The next day at U.N.C.L.E. HQ, Waverly is on the phone when Napoleon and Illya come in. Napoleon is explaining how the girl walked away, and Waverly shows Illya the Thrush financial report that Napoleon obtained. Thrush is attempting to borrow money from a Swiss fiduciary bank because they need outside financing for their current project. The Swiss bank is sending an appraiser to gauge solvency as collateral on the loan, so Illya will be the vice president of the local bank. Napoleon complains that it was his assignment, and Waverly tells him that he's going to take a break because the medical branch believes that he needs a rest. No one believes that a bulletproof woman attacked him, and Illya informs his partner that they made reservations for him at a spa in the Grand Bahamas. Napoleon insists that he doesn't need a break, but Waverly tells Illya to help him pack.
On the street, actress Andy Francis is filming an advertisement for "Spy Guy – Lotion for Man" when Napoleon and Illya pass by. As the agents continue on, the woman--Muriel Bollinger--who attacked Napoleon follows them. Andy sees and recognizes Muriel, and tells the director that Muriel ran out on her owing three months' rent.
In a Thrush lab, Dr. Ansel Pertwee is assembling mechanical women. As he activates one, Mr. Lash and his associate Margo Hayward come in. Lash complains that Pertwee's model A-77 is still walking the streets. Pertwee says that his assistant Dr. Zohmer programmed it to protect the pawnshop safe. Something happened to confuse the relays, and Pertwee figures that it's still looking for the intruder. Zohmer apologizes but Lash has Margo call Disposal and they escort Zohmer out. Lash assures a distracted Pertwee that Zohmer will be well taken care of, and asks the scientist what he's going to do. Pertwee says that he'll cut in the self-destruct .
Andy follows Muriel down the street and grabs h m by the neck. When Illya tries to intervene, she throws him away. Napoleon breaks free and Illya fires at Muriel. The bullets have no effect, but Muriel collapse as Andy runs up. At U.N.C.L.E. HQ, an analyst examines "Muriel" and informs Waverly and the others that she has very few internal brains. The brain is made of plastics and animal matter, filled with electronics and ceramic breakers. The analyst says that it's a cyborg rather than a robot, and Andy cries in shock. Outside, Waverly tells Andy that they'll have to question her, and admits that they were wrong about Napoleon. He's reassigned to the affair, and Andy explains that Muriel left her three months ago and there were several unpaid phone bills. Waverly assigns Napoleon to his original assignment to pose as a banker, while Illya investigates further with Andy.
Later, Napoleon meets Mr. Toeffler from the Swiss bank at the Regency Park Hotel. He explains that he's been sent as a replacement for the original appraiser. Toeffler complains that Napoleon is running late, just as Margo comes in to meet them. They get in Margo's limo to go to the plant and the driver closes the blackout windows for security measures.
Act II: Go Away Or I'll Feed You To The Converted Unit!
Illya accompanies Andy to the fortune teller that Muriel frequented and it was the last place she went to before she disappeared. Madame Hecubah greets them and confirms that they're not with the police. After she collects her $5, Hecubah says that she saw a truck run over Muriel outside. An ambulance picked her up, and Hecubah finally admits that she stole Muriel's purse so the woman had no ID. The fortune teller has no idea what hospital they took her to.
The limo stops at a gas station and insists on blindfolding them. She then takes them to the plant and introduces them to Lash. He explains that they plan to use artificial humans for manufacturing. Toeffler assumes that they're insane, but Lash assures him that they've perfected their model A-77. Lash explains that they need a billion dollars for production, The A-77--Denise-- comes in... with Muriel's face. Napoleon starts and covers his reaction, and then points out that the cyborgs could be used as soldiers. Toeffler insists on neutrality and Lash insists that no one would want to reprogram them. He begins to rant about how the cyborgs could conquer any country, and then gets control of himself.
Napoleon asks for a demonstration, and Lash has the A-77 bring over a vase of hydrofluoric acid. He orders the A-77 to drink it, and she readily does so without harm.
Waverly checks with the communications officer, Townsend, who confirms that Napoleon checked in before he got in the limo. There's no tracking signal, and Waverly has her repeat Napoleon's last message: "Cats in the bucket, buckets in the well."
Lash takes Napoleon and Toeffler to Pertwee's lab where Margo is arguing with Pertwee over his expenses. Pertwee comes over and vaguely greets them, and goes back to work.
Illya and Andy go to Pertwee's clinic after the hospital confirms that they sent Muriel there. The clinic is seemingly deserted, and the phone in the back office rings. Pertwee's answering machine takes the call and two Thrush agents come in and capture Illya and Andy.
Act III: Cupid Among the Grommets
Lash and Margo show Napoleon and Toeffler around, and Napoleon fakes a pebble in his stone. He excuses himself to clear it and goes back to Pertwee's lab, but discovers that he can't call out. Illya responds and explains that he's in a cell with Andy. They realize that they're under the same jamming umbrella, and Illya says that he'll try to escape and notify Waverly. The guards come in and sit down outside the cell.
Margo finds Napoleon and says that she's all his. Napoleon asks questions about the computers, and compliments her on her keen mind inside a voluptuous figure. He demonstrates her all knowledge of the systems, and Margo admits that he's distracting her. Napoleon concedes that she might be attracted to him and assures her that the feeling is mutual, and he reveals that he knows about Thrush. He says that he wants something big and is interested in joining now that he's met Thrush. Margo takes Napoleon to Lash. He offers to convince Toeffler to authorize the loan, and Lash agrees pending a thorough check of his background.
Andy tells Illya that she has a gun in her pocket. She hands him the movie prop and Illya orders the guards to release them or he'll shoot.
Toeffler agrees to the loan thanks to Napoleon's advice, and Lash says that they can only communicate by wireless. The A-77 comes in with a message that Illya and Andy have escaped, and Lash has Margo take Napoleon and Toffler to the communication center to send out the confirmation while he puts the guards on alert.
Act IV: Dr. Frankenstein, I Presume?
Illya and Andy make their way to Pertwee's office. He trains a gun on them and assumes that they're assassins. When Andy says that he's the one that killed Muriel, Pertwee insists that Muriel was dead when they brought her to him. He used her face for the base-model A-77 because it was so beautiful, and he hoped to free man to a life of leisure. Illya says that Thrush plans to use the cyborgs to conquer them, and relieves Pertwee of his pistols. The scientist asks what he can do, and Illya asks him to help get a message out.
Margo takes Napoleon to the communication center and realizes that they're in New York City. He takes out a special pen to write out the message for her to transmit, He okays the loan and leaves the pen on the console, and then kisses Margo. She throws a switch, causing a bed to swivel out.
Townsend tells Waverly that Napoleon has contacted them, and they can triangulate as long as the signal remains unjammed. They listen in and hear Napoleon wooing Margo. Townsend is less than thrilled to realize that he's using the same line that he used on her. Waverly tells her to get on with the triangulation, while Pertwee, Illya, and Andy run in. Margo realizes that Napoleon is with U.N.C.L.E. and goes for the jammer, just as Lash runs in with his men. A gunfight breaks out and Lash shoots Margo.
Napoleon tells everyone to get on the bed, triggers the rotation device, and leaps on as it rotates to the other side. The group runs out past Toeffler, with Lash in close pursuit.
Townsend informs Waverly that the Thrush base is six blocks away.
The group runs in circles, coming to Toeffler again. They duck into the lab and Lash seals all doors. He tells everyone to clear the corridors because he's going to unleash the A-77s.
A-77s march into the lab while Lash controls them from above. Napoleon tries to hold them back while Illya climbs up to Lash and fights the man. The cyborgs close in on Napoleon, and Illya confirms that he can't shut down the cyborgs. He unlocks the door and the others run out. Pertwee pulls a cable from a circuit box and manages to short out the advancing A-77s just in time as one strangles him. Waverly and U.N.C.L.E. agents arrive, and Waverly assures Toeffler that any harm he suffered was in a noble cause. He then tells Napoleon that he play any future love scenes with a bit less ardor.
Later, Andy is filming her commercial again on the streets. Napoleon and Illya come out, grab her, and carry her away.