• title card: A Change Of Bait superimposed on a porter walking away from camera
  • publicity still: Potts tells Archie there’s nothing he can do about the strike
  • publicity still: Steed visits Sampson, posing as a union delegate investigating misappropriation of funds
  • publicity still: Dr Keel visits Andre’s shop and admires an Dresden sherpherdess - but doesn’t buy it
  • publicity still: Herb and Charlie prepare to torch Andre’s antiques store
  • publicity still: Steed carefully removes the fuse from the petrol bomb
  • publicity still: Potts realises all is lost

Series 1 — Episode 25
A Change of Bait

by Lewis Davidson

Production completed: 20 September 1961. First transmission: 23 December 1961

TV Times summary

Keel and Steed take an interest in a ship-load of bananas and play with fire

The following episode summary is written from the original scripts, production stills, and Leonard White’s scrapbook of notes and Tele-Snaps as this episode is now lost. There may have been changes made during filming.

Plot summary

Lemuel Potts attempts to defraud Keel’s patient, Archie Duncan but finds himself pocketing the bill for Archie’s cargo of rotten bananas when Steed intervenes, preventing their planned dockside strike. Potts then colludes with a failing retailer to torch an antique shop and claim the insurance money but this is also sabotaged by Steed, who disposes of the timing device for the arson job despite being locked in a wardrobe. Even once under arrest, Steed tricks him again - this time into implicating his accomplice in return for getting his money back, but Steed’s helper intercepts the call to the bank and Archie has already banked his cheque!

show full synopsis

show plot summary

Act 1

Archie Duncan (Victor Platt) arrives at the office of Lemuel Potts (John Bailey), an unscrupulous shipping agent. Archie says that Potts had said on the phone he had a market for him. “I said I might have a market for you, Mr. Duncan”, Potts corrects him, then asks why Archie got involved in a boat load of bananas. Archie replies that it seemed a good buy at the time - he paid £7,000 for a consignment worth £12,000, if he can find a buyer. Potts says he doesn’t just need a buyer, he needs a miracle, as the fruit is overripe.

Archie sees red and says he borrowed heavily from Mr Barker at Finance Loan Corporation to buy the fruit, and the loan is now overdue. Potts smiles thinly and hands him a contract authorizing him as agent to sell the fruit at a 7% commission - “Bit high but then miracles are expensive”, he notes. The sale is to Fletcher & Calpes, a Northern firm, so Archie had better get the bananas shipped as soon as possible. Archie thanks him profusely and leaves - but as soon as he’s gone Potts calls the docks loading office.

Potts speaks to Peter Sampson (Henry Soskin), telling him the S.S. Jan de Krup will be arriving tomorrow with a load of bananas; he want the cargo declared black - a snap union strike refusing to unload them. Sampson is stunned, it was loaded at Apex in Honduras by a union crew. Potts tells him to find a seaman with a complaint to stop it, he wants that fruit to rot right where it is! Potts then hangs up before Sampson can respond.

Carol Wilson (Ingrid Hafner) pops home during her lunch break and runs into Archie, who is her landlord, in the hallway. Always a nurse, she asks is he’s all right as he looks worn out - Dr Keel has told him he should take it easy. He replies he’s fine, he’s a bit “bowled over with good fortune”. He’s called away by the phone ringing - it’s John Steed (Patrick Macnee), making an anonymous phone call to inform Archie his bananas have been declared black. Learning of the strike is too much for Archie and he clutches his chest with a cry then collapses after Steed has rung off...

Herb Thompson (Robert Desmond), a two-bit hoodlum, is in Potts’ office, idly lighting matches as he suggests a new plan.

HERB: I fink you should let me have a go at it.
POTTS: I said a strike, Herb.
HERB: But a fire’s more interestin’. I mean - just fink of the technical problems. No that I couldn’t handle ’em, mind you.
Fire brigades an’ all. An’ the old Jan de Krup lyin’ there - burnt out. What a feather in my cap that would be.

Potts insists on a strike then gets a call from Nat Fletcher (Graham Rigby). Potts tells him about the cargo of bananas and Fletcher says he doesn’t want them, his warehouse is already full. Potts informs him everything’s under control - he’ll never see them; he’s organised a strike and suggests, “usual terms?” before hanging up.

Dr David Keel (Ian Hendry) has arrived to examine Archie and tells him he’s had a mild stroke1 and must have complete rest. He is to spend the rest of the day in bed and see him at the surgery the next day. Keel give Archie some sleeping pills and Carol says she’ll help him to bed but Archie shoos her out the door - after she’s gone, he prepares to go out!

A while later, Steed turns up at the surgery and asks Carol to put an orchid2 in the fridge while he talks to David. Dr Keel looks at him severely and says orchids grown in the Amazon jungle where the temperature is 120. When Steed flippantly says he’ll bear that in mind next time he’s in the Amazon, Keel tells Carol to put it in the fridge and she departs. Steed asks how Archie is and admits that he knows Archie borrowed £5,000 to buy a suspect shipload of bananas - if he can get them to market on time he’ll earn £12,000; if not, he’ll have a shipload of fertilizer... and there’s a dock strike planned. Steed adds that Archie isn’t insured, but the finance company is - and has title on the bananas until Archie pays them; the strike has been rigged by “a little man named Potts”.

KEEL: Did you, by some remote chance, tell Duncan?
STEED: Yes, as a matter of fact I did. How did you know?
KEEL: It just so happens he’s one of my patients. I was called round to him this afternoon, he’d had a mild heart attack.1

Keel confirms the attack wasn’t serious but Archie is staying in bed. Steed tells him Barker’s finance company is “ever so slightly crooked” but they haven’t been able to pin anything on him; they’re hoping to establish a connection with the strike-rigger, Potts, insinuating that Archie could help. Dr Keel angrily insists that Archie is staying in bed and Steed demurs, “Yes, of course”...

At that moment, Archie is in Barker’s office, pleading for help. Barker (Gary Hope) is unhelpful, saying finding labour to unload the bananas will be hard. He adds that strikes are one of the risks for a British businessman but the insurance will cover them and Archie will not have to pay the loan. Archie is concerned he’s lost £2,000 that will not be covered by the insurance but Barker just shows him the door, saying that’s the luck of the game.

Steed gets off the phone at the surgery, having been told there’s no way to stop the strike. He goes up to the rooftop where Dr Keel is tending his small garden. Steed fills Dr Keel in on Barker’s racket: he finds a struggling business, lends it money and gets the title on the business as collateral. The business flounders and Barker comes up with the solution - Mr Potts organises a strike, larceny, or arson. The insurance pays out to the title-holder - Barker - who then wipes the loan debt as he’s made a “thumping good profit on the insurance”. Keel is concerned that Archie will lose his money and Steed confirms he will, unless they can stop the strike.

Barker meanwhile has another customer, Andre (Arthur Barrett), who had taken out a loan against Barker’s advice to start up an antiques business, but Late Victoriana had not “become the vogue”. Andre asks for a few weeks’ extension on the loan, or a few days, but Barker brutally tells him he’s already ten days late. When Andre says he can’t pay, Barker insinuates, “Then we’ll have to make alternative arrangements”, and says a gentleman will be in touch, at which point his worries will be over.

Archie meanwhile has trotted off to see Potts, hoping he can find him some labourers to move the cargo or get the strike called off but Potts simply says, “Do I look like a man who has any control over strikes?”

That evening, Steed and Keel turn up at the docks. Sampson is in his office, telling his colleague Bryan Stubbs (Norman Pitt) that he doesn’t like taking the boys off a job but “it’s the principle of the thing”. Steed jams his bowler hat down hard on his head and enters the office, interrupting them by asking after “Brother Sampson”. Steed says he’s from the “Congress” and they’ve heard unpleasant rumours. Sampson protests that his books are clean and he’s never misappropriated any funds. “Funds - brother?” Steed repeats, delighted at the foolish slip. Steed questions how Sampson can afford owning two houses in Cheltenham, and sending his sons to expensive public schools, at which Sampson says he’s always done his duties faithfully. Steed question if these were duties to Mr Potts and when Sampson prevaricates, Steed says Potts belongs to “Mr Barker’s shop” and Sampson finally concedes his involvement, but “Wallace”3 says he doesn’t know Barker.

STEED: Britain needs her bananas, brother. Unload them.
SAMPSON: I daren’t
STEED: Brother, you’d better
SAMPSON: This is blackmail.

Steed smiles and confirms that it is blackmail, and he’d better ring Potts, then departs. Outside, he tells Dr Keel the phone which bears an out of order sign will soon ring - he chatted up Pott’s receptionist that afternoon to arrange a redirection of Pott’s next call.4 Potts meanwhile asks Ivy (Gillian McCutcheon) to get him Fletcher urgently - and she puts the call through to Steed who answers with “Fletcher and Calpes”. He says Fletcher isn’t there but can take a message and Potts tells him the bananas will be unloaded - he must have his London rep. on the dock first thing to cancel the work before seven.

Steed rings off, delighted with the outcome and says he hopes “Potts has got his warm undies on tomorrow, it’s going to be a cold day.”5

Act 2

The next day at Manchester docks, the bananas are being unloaded and Fletcher’s face goes the same colour as the bananas when he sees them. He immediately gets on the phone to Potts, who is telling Herb about the antiques job. Fletcher furiously tells Potts he has 75,000 over-ripe stalks. Potts is aghast and insists he spoke to Fletcher’s office on Wednesday night, telling them to tell your London agent to cancel the job. Fletcher checks with the switchboard and says they received no calls from London on Wednesday night - he will not honour Potts’ contract. “Don’t chase me for money, you won’t get it”, he growls and hangs up.

When Potts gets off the phone, Herb says he should have let him set the ship on fire. Frantic, Potts calls Barker despite having previously agreed never to call his office. Potts tells Barker about the bananas being delivered and they wonder how the message was never delivered. Potts is now faced with a £12,000 bill he can’t pay and asks for a loan. Barker instead asks if he’s seen the antiques dealer yet, and says he’s keen to get the whole business finished. “Burn him out and that will more than compensate for your loss with Fletcher.”

Herb meanwhile has been thinking and concluded that if Fletcher really didn’t receive the call, someone’s been messing about with the phones. He and Potts go to see Ivy, who is gossiping over the phone with another telephonist. Potts asks her is she remembers the call on Wednesday night. At first she says she must have left already but when pressed agreed she did make the called - to Deansgate 3399, same as always. The man who answered wasn’t Fletcher but did say “Fletcher and Calpes”. Potts furrows his brow and asks if there were a lot of odd sounds or clicks when she put through the call.

IVY: Quite a few. ... Well it’s this switchboard, Mr. Potts. Half the time you’d think you were trying to get North Borneo.

Potts says someone tampered with the call and he didn’t get Fletcher and Calpes. Herb adds wryly, “I don’t think it was North Borneo” - and Potts adds that she handled the call. She gasps as they both turn on her..

Dr Keel gives Archie his check-up and is exasperated that he insists on finishing his business with Potts - he’ll pick up the cheque that afternoon and it will be in his bank the next morning. Archie promises to then retire and go and stay with relatives to make the doctor happy.

Potts meanwhile is asking Andre for a floor plan of his shop so his boys can burn him out. Andre is squeamish about referring to them as arsonists, or to have them seen on his premises but agrees to make a plan and agrees to Tuesday morning at 3am for the crime, leaving the side door open for the “engineers”.

Steed drops in to the surgery and is pleased to hear Archie is getting out. He then tells Dr Keel about Andre’s failing antique business. A while later, they separately enter Andre’s shop and poke about, Keel telling Andre he’s looking for a wedding present while Steed is browsing. Keel asks about a Dresden shepherdess but balks at the 15 guinea price tag. Steed wanders over to where they are standing:

STEED: Do you happen to have an Edwardian moustache-cup?
ANDRE: As a matter of fact, I do sir.
STEED: Good, I’ll grow a moustache. Good afternoon.
ANDRE: What a queer fellow.
KEEL: Yes

Potts is agonising over writing a cheque for Archie. Herb suggest nobbling Archie’s car, or burning down his house. Potts is annoyed, saying he has a one track mind, but it gives him the idea to burn down Andre’s shop that night instead of waiting until Tuesday, get paid, and stop Archie’s cheque in the morning - they can scarper before anyone comes seeking payment. Archie arrive to pick up his cheque and Potts writes it out for £11,400/9/-, deducting his commission and £50 for “bruising”6. Delighted, Archie trots away with his cheque and Dr Keel rings Steed when he turns up at the surgery with it. Keel tells Steed that Archie will go the bank at 10 a.m. sharp. Steed is worried that the cheque is not certified - Potts could stop it, and probably will - and disappear with the money. Keel suggests he stop Potts and Steed says they have to rope in Barker, and asks Keel to meet him at the antique store that night. Keel departs to meet Steed as Archie relaxes with Carol, holding her skeins of wool as she sorts her knitting.

Act 3

Steed and Dr Keel enter by the side door of Andre’s shop and hide in a cupboard, Steed armed with an infra-red camera to catch them at it. Keel asks if the’re really going to spend the night in the cupboard and Steed cheerily replies, “Romantic, isn’t it?” After a tense wait with an increasingly morose Keel - at one point Steed doffs his hat and quips, “Excuse me, sir, but is this the stop for the Hampstead bus?” - Herb finally arrives with an old lag named Charlie (Harry Shacklock). Steed is dismayed to see Potts is not with them but takes photos as Charlie starts spraying petrol around the store while Herb sets up an hour’s fuse. Herb notes that with no draft, an hour should be about right with the petrol evaporating and making the air thick with fumes... “It’ll go like a ruddy bomb”, Charlie chimes in. Steed takes another shot as they lean over the bowl, setting a magnesium strip fuse floating in a bowl filled with petrol - but Herb hears the camera click. As they pass the cupboard, Herb leaps at it and locks the door, ordering Charlie to drag a table over to wedge it against the doors.

HERB: There’s some geezer in there, been taking our pictures.
CHARLIE: Go on -
HERB: I bet he finks they’re hot stuff, too. Give it an hour, mate you’ll find out how hot they are.
CHARLIE: Herb, you’not gonna -
HERB: Well, you don’t fink I’m just gonna order prints, do you? Come on.

Charlie is shocked he’s going to kill someone but Herb orders him to grab the cans and leave. It’s now 2.15 a.m. and Keel and Steed they have an hour until it goes up. They start hammering on the cupboard doors...

Potts is surprised when Herb brings Charlie into the office - and even more surprised when Herb says he now wants a fifty-fifty split. Herb tells him about having his photograph taken, and how he’s locked the photographer in the cupboard. Potts is alarmed and insist he go back and free the man, but Herb will say the police will take the body for a burglar who accidentally started the fire.

Back at the shop, Steed is moaning about solid Victorian furniture when Andre enters the shop just before 3 a.m., coming to take favourite stock he can’t bear to have destroyed. They kick the door to get his attention, then hammer loudly on the door as they hear him crash into something as he decides to leave. When Andre reaches the door he reconsiders - he can’t leave them to die, so he frees them from the cupboard. As soon as he’s out, Steed grabs the fuse from the bowl of petrol and takes it outside while Keel explains they were “waiting for a Hampstead bus”.

A while later, Herb is defending his callousness when the phone rings. It’s Andre, saying the shop didn’t catch fire. Potts hands the phone to Herb, saying, “It hasn’t gone up”. Herb tells Andre to scarper while they head back to make sure of it, Charlie7 coming with him and Potts insisting he come too. When they get to the shop, Potts orders Herb to let them out of the cupboard and when he refuses, Charlie clobbers him. When Potts opens the cupboard, Andre falls out! He had been bound and gagged and put in the cupboard in place of Steed and Keel who now enter and turn on the lights, holding Potts and Charlie at gunpoint. Steed orders Potts to untie Andre then gives Keel his gun, suggesting he call the police. Steed goes to deal with Barker, taking Potts with him. Turning at the door, he reminds Dr Keel to get Duncan to the bank on time. Keel smiles and tells Andre to call the police on himself.

By 7.00 a.m., Steed is installed in Pott’s office, his feet up on the desk. Potts sits nervously by as Steed thumbs through his files. Steed observes Potts is in a pickle, and it’s all Barker’s doing - it hardly seems fair. Potts refuses to take the bait until Steed reminds him that he - rather than Barker - is taking the £12,000 loss for the bananas, and he would much rather see Barker in prison.

Steed offers to let him cancel the cheque if he rings Barker, whose phone is being tapped. Having second thoughts, Potts clams up but Steed has time yet...

Over at Archie’s place some hours later, Carol is helping him organise his trip and get to the bank in time. Back at Potts’ office, Steed reminds Potts he only has fifteen minutes left to decide, but still he pauses. To force the issue, Steed dials a number and says he can join Herb and Charlie, he tells the person who answers to come and pick up Potts. At this, Potts snatches the phone and dials Barker’s number - and Steed’s helper (Michael Hunt) is listening in on headphones with a tape running. When Barker answers, Potts pleads him to cover the Duncan loss but Barker just sneers at him for being unable to get rid of the bananas. Barkers tells Potts to take care of his end, he’ll take care of his own - and orders him never to call his office again. Steed is happy with the conversation and tells Potts he can call the bank. When he dials, Steed’s helper intercepts the call and pretends to be a bank clerk, dutifully repeating the information about the cheque and then hangs up. Potts looks at Steed who tells him he’s free to go - but he can’t answer for the police.

At that, Steed’s helper enters and Steed introduces him as the man who tapped Potts’ call to Barker. He then adds, twisting the knife, that he also intercepted the call to the bank.

POTTS: You mean, Duncan’s cashed the cheque?
STEED: That’s right. He should be delighted. It’s only fair don’t you think?

Potts slumps back in his chair, aware that he has lost everything and is heading for gaol.


  1. Stroke, heart attack ... they’re hardly the same thing so did Dr Keel lie to Archie? The Tele-Snap seems to show Archie having a heart attack.
  2. Steed has confused orchids with tulip bulbs, and made an error in finding an excuse for getting Carol out of the surgery. There’s a publicity still of him holding a flowering orchid.
  3. There’s a bit of confusion in the script, Norman Pitt’s character seems to have had its name changed from Bryan Wallace to Bryan Stubbs, but there are many “Brother Wallace” references still in the script, or is this supposed to be jokes about his character being Scottish?
  4. The first act ends with two little comedy relief shots. At this point, a prostitute saunters up and says “Excuse me”. Steed looks her up and done and replies, “I’m sorry dearie. Working...” She presses him, asking, “You wouldn’t have two bobs for a two shilling piece would you?” but is sent packing by Steed who says, “No. Sorry, dear. Well, that’s a new approach!” Later on he asks Dr Keel for six pennies for a sixpence.
  5. The second comedic turn is a male passer-by who, thinking the phone booth is out of order and has seen Keel ask Steed for change then enter the booth to call Archie, says “You won’t get much change out of that mate, it’s out of order. Goodnight!” We then cut to a close-up of Keel gaping at him in confusion.
  6. No wonder he’s crooked, Potts is terrible at his accounts; he gives Archie a cheque for £11,400/9/-, which is supposed to be £12,000 minus £50 and minus 7% commission, which would only come to £11,110 (I assume the 7% would be before the deduction of the £50; if not it would be £11,113/10/-). Whoever worked out the sums for the script has done 5% of the original and forgotten about the £50.
  7. Charlie tries to go home, as Herb had told him moments before, but Herb orders him to come back to the shop with him.

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