• title card: white all caps text reading ‘DON’T LOOK BEHIND YOU’ superimposed on the cut-up photograph of Cathy
  • Ola paused while lighting the candles with a taper, she wears a cameo on a coker around her neck and gazes at the ceiling as another unstructured thought bounces around her head
  • The strange young man flings his arms wide as he regards the interior of the house. He is wearing a leather jacket and sunglasses
  • Cathy is becoming increasingly desperate as the situation in the house darkens
  • A photomontage of a close-up of an eye, the pupil replaced with the flower of a star jasmine
  • Cathy stares at her inert pistol as Goodman looks over her head, adjusting to the shock of having been shot

Series 3 — Episode 12
Don’t Look Behind You

by Brian Clemens
Designed by Terry Green
Directed by Peter Hammond

Production No 3606, VTR/ABC/2829
Production completed: July 5 1963. First transmission: December 14 1963.

TV Times summary

In which Steed takes a country drive and Cathy endures a night of terror

Plot summary

Cathy visits Sir Cavalier Resagne for the weekend, but finds only Ola at his Devon home. After dinner, she leaves but it soon becomes obvious that Cathy is not alone and somewhere in the house is a crazed killer that she helped to arrest some years earlier. Steed has learnt it was a deception and followed her to the house. Together they successfully overpower the madman.

show full synopsis

show plot summary


A darkened room in a dilapidated house, an ornate grandfather clock ticking off the seconds. A man’s hand reaches for a magazine and he flips through it until he finds a photo of Cathy Gale1, which he tears out of the magazine and places on a table. The man reaches for a knife and slices the photo into ribbons, then takes a pair of scissors and ominously cuts out the mouth and eyes.

Act 1

John Steed (Patrick Macnee) drops by the flat of Catherine Gale (Honor Blackman), who is sorting through her mail. He spots some drawings and a metal cuirass and asks if she’s producing a play, “A war? Or Richard the Third?” She says it’s something she’s working on and he picks up a copy of “HERS — For the Fashion Wise” and flicks through the article “Mediæval Influences on Fashion and Adornment” while praising it.

STEED: Combining the old with the new… Yes, I think you’re on to something, Mrs. Gale. As long as you don’t re-introduce the chastity belt!

He suggests they go for a run in his “spanking new car” but she is frowning over a letter and he asks what’s in it. She says it’s from the noted mediæval scholar Sir Cavalier Resagne2, who has seen her article on using mediæval costumes and fabrics in fashions and invited her down to his country house in Devon, near Exmoor. She’s surprised as Sir Cavalier hardly ever sees anyone and his home is virtually a museum. She asks him to collect her car as she packs but, after a moment’s though — and probably suspicion, he offers to give her a lift, saying it will be a good chance to see what she can do.

They roar through Richmond on Thames in Steed’s Lagonda, passing the Royal Oak pub where a group of lads give them a cheer. After stopping briefly to pick flowers, they finally arrive at Resagne Hall in the West Country in the afternoon.3.

They are greeted by the distinctly odd Ola Monsey-Chamberlain (Janine Gray), who professes to be Resagne’s ward and adoptive niece. She tells them that Sir Cavalier has been called away, but hopes to return that evening. Ola serves afternoon tea and tells them she has just become an actress, and is looking after the house by herself at the moment.

OLA: Well nobody stays with us long. Staff I mean. Nobody stays with us long, I mean this place is the end of the world. Odd, isn’t it? Only Mrs. Darbright stays, and she’s in Scotland.

After tea, Steed brushes off Ola’s advances and leaves the house, promising to pick Cathy up on Monday. After he has gone, Ola turns from the front door with a look of pure venom and goes to find Cathy, who is flicking through a copy of “HERS”. Ola offers to show her to her room so Cathy puts the magazine down next to the ornate grandfather clock we saw at the beginning of the episode…

Cathy settles into her bedroom, putting some flowers that were on her bed in a vase, while Ola prepares dinner. Cathy finds an old fashioned trunk radiola that bursts into life with raucous jazz when she opens it.

Dinner is served in a dining room oddly decorated with mannequins wearing mediæval clothes, some with strange masks instead of heads. The dinner is fish, but the wine’s red — Ola drinks from Cathy’s glass but refuses to join her for dinner, saying the second place is for Uncle Cavalier, and leaves after startling her by suddenly ringing the bell on the table.

Shortly afterwards, the phone rings and Ola answers it, then tells Cathy that a friend in the village is sick and she has to go and visit them. Cathy insists she will be fine and Ola must go.

OLA: You won’t like being here all on your own, you know.
CATHY: I’ve brought a book, I’ll probably go to bed, settle down with that.
OLA: I read Italian books… There was something else, I almost forgot…
Lock the door. Lock the door after me, won’t you? Good bye!

Returning to her room, Cathy finds a stuffed toy on her bed as she settles down to read. On the discordant chimes of midnight, Cathy is roused from her book by a loud thump from the store room next door and she enters to find the rocking horse inside eerily squeaking back and forth. Just then the doorbell rings — at the front door is a young man (Kenneth Colley) who claims to be the womanising Hollywood mogul Darryl F. Zanuck4, seeking petrol for his broken-down car. He irritates Cathy by trying to chat her up and commenting on her appearance so she tells him just to make his phone call.

YOUNG MAN. This is like the movie situation, isn’t it? Girl all alone in a great big house, mysterious stranger calls — ‘run out of petrol, may I use your phone?’ She lets him in, he picks up the phone, the phone is dead — dan-dan-dan! The wires have been cut.
The wires have been cut. I mean it — look! Dan-dan-dan!

Act 2

Cathy queries why he was near the house but the young man deflects the question; he says he needs pliers and wire to fix the phone. He steals a key for the door on the way out then startles her by asking after Ola, saying she could give him a lift. He continues to unnerve her with wild flights of fancy and insinuations; after a while she’s had enough.

CATHY: Look, it’s late, I’m tired and you’re going.
YOUNG MAN: Well then, how would you like me to … tuck you in?
CATHY: How would you like me to break your arm?

He says he’ll look in garage for petrol but as a parting shot he tells her Ola won’t be coming back — he saw her catching a train for town.5 After she slams the front door, he kisses the stolen key and laughs. A short time later he goes to the garage and pokes about, bumping into a dressmaker’s dummy with a bucket for a head, then climbs into the driver’s seat of a Rolls Royce hearse. He looks into the back and smiles broadly at what he sees…

Shortly afterwards, Cathy finds the second place at the dining table with used plates and glasses, while upstairs we see the arm of a man who is sitting in the chair in her room. Cathy goes upstairs and finds the carnations from her room scattered in the upstairs hall and the store room is now strangely locked. When she enters her room, she finds her book has been moved and when she opens it the cut up pieces of her photo fall out.

Outside, the young man returns to the garage, delighted with what he’s arranged, and hugs the dummy.

YOUNG MAN: This’ll be your biggest production yet, Darryl, your biggest yet!

Cathy fits the photograph back together, alarmed that it is a photo her her. Moments later, she is confused when she hears the phone downstairs start ringing. It stops just before she reaches it, and she discovers the wires are still cut… Just then, Cathy hears a blast from the horn of the Rolls Royce in the garage and goes to investigate. When she enters the kitchen she sees the back door is open. She goes outside then hears the young man’s death scream and she covers her ears in shock.

Act 3

Now aware of personal danger, Cathy changes into her leather fighting suit and checks and loads her pistol. She goes downstairs — and the man re-emerges in her room and turns the eyes and mouth of the photo upside down. Cathy searches the kitchen but finds the torch has no power so she sets off for the garage in the dark. Behind her, the man pads silently into the kitchen and reaches towards the fruit knife on the fruit bowl — then picks up an apple instead.

Reaching the garage, Cathy tries to start the Rolls Royce but it won’t go. Turning on the headlights as she gives up, she sees the message “Don’t look behind you lady” painted on the garage doors. In the back lies the dressmaker’s dummy. She gets out of the hearse and steps on the young man’s sunglasses and, recognising them, returns quickly to the house.

When she enters the main hall she hears distant music and a ghostly voice whispers “Catherine”. She goes up the stairs but when the lights are abruptly cut she rushes down again, menaced by the voice calling “Cathy”. As she lights an oil lamp, the man rings the handbell Ola had left in the dining room. He snuffs the candles there just before Cathy enters and, unable to see anything in the gloom, she leaves again. As she does so the man emerges between two of the mannequins and alters the angle of a mask.

Cathy quickly goes back upstairs, the voice calling “Cathy” coming from all corners of the house, and finds the mirror at the landing scrawled with lipstick reading CG + MG in a love heart. She flings open the bedroom door and finds it festooned with jasmine. With this new development she checks the store room, only to find the young man’s body, a bloody wound upon his temple. She exits, and the voice taunts her again, claiming to be an old friend.

CATHY: Come out where I can see you… where are you?
V.O.: I’m everywhere, Cathy. Everywhere you might run to — everywhere you might hide. I might be down here you see … Or I might be right behind you.
Difficult isn’t it? Do you see me? Am I close enough to stretch out my hand and touch you. Or maybe I’m in here — waiting for you to find me.6

She rushes for the front door but the voice jubilantly announces it’s locked — and it’s raining. She turns and draws her gun, finding Martin Gurdmann (Maurice Good), an old foe. In Berlin in 19537 she and Steed had arrested him for fleecing refugees from the East, and then taking another payment from the military and turning them in. He stands ebfore her, insolently and threateningly peeling an apple withthe fruit knife from the kitchen.

MURDERER: Yes … that was your surprise wasn’t it? I came to your hotel. I thought you wanted me to stay with you. But you and Steed had planned it all. Planned that you should keep me there. Planned that I should miss my plane. Why?
CATHY: You bought and sold people, you made money out of suffering!

He continues to calmly peel the apple and talk about the rain in Berlin that day, and Cathy realises he is quite insane. He drops the knife and move to her, putting his hands towards her throat… they struggle and Cathy shoots him, but he just backs out of the room. Shocked and confused, Cathy jumps when Steed suddenly appears — she says Gurdmann has been shot, but he tells her they were blanks, Gurdmann must have swapped them during dinner. Steed says he saw a headline saying that Gurdmann was loose, released on purpose to lead the authorities to millions of pounds, but he slipped the net so they let the press know. She accuses him of knowing all along but he tells her he saw another article on page three, about Sir Cavalier Resagne addressing a conference in Europe so he hurried back immediately.


Steed hears Gurdmann returning and hides behind the door. As Martin approaches Cathy, Steed, wearing the mask from the mannequin, calls his name then knocks him out as he reacts. Turning to Cathy he asks, “Goodness me, do you think I frightened him?”

  1. The script calls for an article in the magazine with the heading "Mediæval INFLUENCES ETC." but we end up with just a photo that appears to have been pasted along its left edge just before filming, as the actor struggles with getting stuck to it.
  2. On screen, Steed says "Sounds like an opera!" in response to Sir Cavalier’s name, but in the original script he says "Oh! I enjoyed that. La … la … la" These are both references to Pietro Mascagni’s 1890 opera "Cavalleria rusticana"
  3. In fact, they’re still in the Richmond area where, after touring Ham Common, Sandy Lane and Ham St, across the river from the ABC studios at Teddington, they end up at Resagne Hall which is actually Horace Walpole’s Strawberry Hill House in Twickenham, just north of Teddington.
  4. Darryl F. Zanuck rose from obscurity and poverty to become Head of Production at Warner Brothers, writing as many as nineteen scripts a year under a variety of pseudonyms despite his rivals considering him more or less illiterate. He went on to form Twentieth Century films in 1933, absorbing the bankrupt Fox studio two years later. He spent 1955–1961 kicking around Europe, attracting tabloid coverage by chasing starlets and making bad films for his various girlfriends to star in.
  5. i.e. London
  6. Throughout this sequence the voice come from all different directions, and vary in volume — and the jasmine bushes in her room have become impassable.
  7. The script says 1961.

fan forum Donate Become a Patron!