• title card: white all caps text reading ‘THE OUTSIDE-IN MAN’ superimposed on a close-up of Cathy’s leather-clad bottom as she lies face down on the sofa, reading a book
  • Miss Brisket pulls out Mark’s identity card, numbered SO 11127; it is stamped CANCELLED MAY 1959
  • Mark leans against the bookcase and hold a cup of tea, background right, as he talk to Helen, foreground left
  • Two embassy guards burst into the house where Mark is hiding, causing him to raise his hands in surrender
  • Major Zulficar opens his car boot to find Mark hiding inside
  • Mark, Cathy and Steed relax in Steed’s flat with a bottle of champagne after the case is over

Series 3 — Episode 22
The Outside-In Man

by Philip Chambers
Designed by David Marshall
Directed by Jonathan Alwyn

Production No 3622, VTR/ABC/3394
Production completed: February 12 1964. First transmission: February 22 1964.

TV Times summary

In which Steed plots murder and Cathy tries to stop him

Plot summary

When Mark Charter is released from custody in Abarain, Steed is concerned that he will seek revenge and kill Sharp, the traitor he was ordered to kill five years earlier. Sharp is returning to Britain under diplomatic immunity and Mrs. Gale is assigned to protect him. Charter’s release is no coincidence; the Abarain Government wants Sharp dead as he has become a hindrance. Charter reveals he was secretly working with Steed and never intended to kill Sharp anyway, they just wanted to ensure a trade deal.

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John Steed (Patrick Macnee) visits an East End butchery where Bob (Paul Blomley) is butchering a carcase. Steed asks Quilpie (Ronald Radd) if they have any venison. Saying they don’t get much call for it, Quilpie leads him into the cold room, which conceals PANSAC (the Permanent Agency for National Security And Counter-intelligence) — where Steed greets Alice Brisket (Virginia Stride)1 as he is whisked into Quilpie’s office. Quilpie then assigns Steed to protect Sharp, a defector to Aburain who has risen thorugh the ranks to be a General, now returning to Britain under diplomatic immunity to sign an armaments deal.

Act 1

Steed enlists Catherine Gale (Honor Blackman) on the case even though she says she agrees with the newspapers and considers Sharp a traitor who shouldn’t be allowed in the country. Steed smiles and says the government want to do an arms deal to stop him doing a better deal elsewhere.

Steed asks Cathy to oversee security arrangements as they might not trust him due to “a little blood bath on the border about four years ago”. He then reflects on the irony of protecting a traitor they tried to kill several years ago — losing several good agents in the process.

One of the missing agents, Mark Charter (James Maxwell) arrives at PANSAC surprising Alice — and everyone else!2 Charter explains that he had been sentenced to death but they changed their mind and questioned him instead — for five months, not five years. He was suddenly released last night by Aburain and bundled onto the first plane to London, although his fellow detainee Rayner dying of pneumonia some time ago, their mission to kill Sharp never being discovered. Charter knows Sharp is due to arrive, but doesn’t really care and says he just wants his back pay!3

Charter goes to his club and resumes his preferred armchair, infuriating Edwards (Anthony Dawes) who had been using it for the last five years. The club butler, Jenkins (Ronald Mansell) says it has always been Mr. Charter’s chair and goes to fetch his “usual”.

Steed arrives, concerned about the coincidence and asking Charter if he’s been brainwashed. He also checks who released him, Sharp or the President, as Sharp now claims Charter overpowered his guards and escaped.

Cathy checks the Consulate arrangements with Major Zulficar (Basil Hoskins) and Ambassador Sabri (William Devlin), telling them the staff have been screened and the penthouse suite chosen for Sharp. After she leaves, the ambassador show Zulficar a newspaper article about Charter and they smile conspiratorially.

Charter gives Quilpie a report on his mission and announces he’s going to buys a sports car and tour the countryside; Steed’ ears prick up and says he has a friend who’s selling a sports car … he rings Cathy and gets her to take her friend’s car round to his flat. Quilpie and Steed then confer about which story is true:

STEED: Charter’s — I think. If he had escaped, as the Aburanians would have us believe, surely he would have told us. On the other hand, their President could have as many as a dozen reasons for concealing the truth.
QUILPIE: But being in jail can do some funny things to a man’s mind.
STEED: Yes — well …
QUILPIE: Well, five years — he’s the only one who’s ever come back from a place like that completely unbroken.

That evening, Charter turns up at Steed’s flat and buys the car precipitately from Cathy for £500, not wanting to even take it for a test drive.4 He leaves the cash and slinks out of the flat as Cathy takes something from the oven and is gone before Steed arrives. She’s shocked when she realises who she just sold a car to. Charter returns to his club and Edwards overhears him tell Jenkins that he’ll be away for a few days. Edwards is about to gleefully sink into the comfort of the armchair when Jenkins approaches to stop him.

Meanwhile, Quilpie is asking Steed to ensure there are no protesters outside the Aburanian Consulate when Alice enters with Charter’s report, which she thinks they should see. Upon reading the last paragraph, they discover that Charter plans to carry out the orders given him in ’59…

Act 2

Charter visits Helen Rayner (Beryl Baxter), the widow of his fellow detainee who is still bitter about the failed mission. He asks her for the addresses of their resistance comrades from World War II and says he’s going to take a rest in the countryside, so she offers him the use of her cottage and gives him the key and the address — Hazel Cottage, near Selsey, Sussex. When he takes his leave abruptly she senses something is up, and pointedly offers him any help he needs, as Sharp is coming to London, but he declines the offer.

Steed and Cathy argue, he saying they must find and stop Charter before he scuppers the arms deal while she is more concerned with Charter’s mental health. Meanwhile, Charter visits ex-colleague Michael Lynden (Arthur Lovegrove) who runs a garage, wanting his car resprayed — and given new plates! Lynden’s not very happy to see him as he hated the War and doesn’t like being reminded of it, but accepts the money to do the job.

Steed takes Cathy to the butcher’s and gives the pass phrase, “A pound of the usual” to Bob and they’re let into the cold room.

CATHY: Where are we?
STEED: The robing room at Lambeth Palace.
CATHY: It’s not as I remember it.
CATHY: What?
STEED: Permanent Agency for National Security and Counter-Intelligence. It’s our hot end of the line.5
CATHY: It’s pretty cold.

Cathy is taken in to see Quilpie, who asks her for a description of the car and to trail Charter, giving her a list of his wartime contacts. Steed is ordered to inform the Aburanian Consulate of his disappearance as the newspaper have got a hold of the story but he reminds Quilpie of his “skirmish” with the ambassador and Cathy is landed with that job too. After she leaves, Steed tells Quilpie all available manpower has been put on Sharp’s security detail

At the Consulate the officials dismiss any need to cancel Sharp’s visit, feeling the new security arrangements will suffice, but the Major has Cathy followed when she leaves.

ZULFICAR: I learned my lesson during the Revolution. One should never trust the British.
SABRI: Even when they’re trying to help us?
ZULFICAR: Least of all when they are trying to help us.

Cathy goes to Lynden’s garage, looking for the blue Vogel Prentice she sold Charter but Lynden claims he can’t remember Charter at all. She takes her leave, but not before she spots a wet spray gun.

Cathy returns to Quilpie and reports her movements and observations, noting that Charter’s car is now probably white. Thinking about where Charter might be hiding, Quilpie deduces he may have gone to see Helen Rayner.

Cathy then visits Mrs. Rayner, who refuses to help and hopes Charter kills Sharp. Cathy tries to contact Steed, but he’s reading a Tintin comic and doesn’t answer the phone.6

Act 3

Mrs. Gale tells Quilpie that the list of Charter’s wartime colleagues that Steed had given them has the address of Helen Rayner’s cottage in Sussex on it — in Helen’s handwriting! Quilpie is worried that Steed seems to be playing a double game as he had claimed the list came from Records.
Alice enters and announces that the car has been found, abandoned in a field in Sussex, near Selsey; they realise that Charter is hiding at the cottage and Quilpie asks he if she’s up for a trip to Hazel Cottage.

Charter meanwhile receives a call and is warned to expect Cathy. He’s pleased the newspapers are reporting his disappearance and promises to be in touch.
Back at the Consulate, Zulficar orders two Aburanian soldiers to intercept Charter at the cottage and bring him back alive before the end of the day, explaining to the irate amabassador that Cathy visited Mrs. Rayner then set off for Sussex and they have to get there first despite the diplomatic implications.

Cathy arrives and talks to Charter, saying he’ll sign his own death warrant if he tries to kill Sharp. Charter counters that General Sharp has people shot for disagreeing with the President of Aburain and asks if that worries her.

CATHY: Killing Sharp is not the answer.
CHARTER: What do you suggest? A public reprimand from the leaders of democracy? A vote of censure at the United Nations?
CATHY: Those are the only arguments for civilised people.
CHARTER: That’s not the argument of civilised people. It’s the argument of people who can’t do anything. Be honest with yourself, Mrs. Gale — why should you worry what happens to Sharp?
CATHY: I’m not worried about Sharp, I’m worried about you.

They hear a car outside and he tells her to hide from the Aburanians but she suggests an ambush as they don’t know she’s there. One is shot by accident in the struggle, then Charter turns the gun on Cathy, taking her to London with him. He dumps her in Bayswater and she rings Quilpie to warn him Charter is back in town.

At the Consulate, they’re dismayed that Charter escaped when they hear from the soldiers

SABRI: Not one of your more successful operations, Major.

Major Zulficar wonders how they can go on with Charter at large; Ambassador Sabri smiles and says, “If he’s as good an agent as you say, he should be able to find his own way here”.7 Some time later, General Sharp (Philip Anthony) arrives at the Consulate accompanied by Steed and reprimands the staff for not telling him about Charter. Steed interjects that he thinks Charter is bluffing and the General has nothing to fear. Steed promises to return in time for the press reception for Sharp and departs.

Major Zulficar discovers Charter hiding in the boot of a car in the Consular garage — and welcomes him!

ZULFICAR: Well, well, Mr. Charter. So you finally managed to get here. I trust you had a pleasant journey.

Quilpie is annoyed with Steed but in light of what he’s just been told lets him off, but he doesn’t think Mrs. Gale will. They go through to the office where Cathy says she’s now convinced that Charter means business and isn’t sick, but wishes she could have persuaded him to give himself up. Quilpie observes that would be difficult “given the circumstances” which makes her realise she’s been played, but Steed just says he’ll explain on the way to the press reception.

Bob, preparing the food for the reception, passes Charter in the hall as he’s taken to see the ambassador. The ambassador sizes Charter up, wondering if he’s up to the task, saying he’s surrounded by the enemy. Zulficar explains they want him to kill Sharp and the ambassador explains; Sharp was welcomed at first but has become an embarrassment — an Englishman as Minister of the Interior is a millstone around their necks.

SABRI: In short, the once indispensable General Sharp is now dispensable.

Zulficar asks him to be a scapegoat — not a murderer — for the assassination of Sharp, firing a gun loaded with blanks, and they’ll set him for life in return8 — the Major will be the actual killer. After a pause, Charter agrees to do it.

Steed tells Cathy that Charter performed a similar impossible assassination during the war, killing a Gestapo chief inside Gestapo headquarters in Meaux. A thought suddenly occurs to him and he asks what happened to the embassy car; when Cathy says it was abandoned in the Baywater Road and returned to the embassy, Steed says that’s exactly what he did in France, hiding in the boot to get inside. At that moment Quilpie rings to inform Steed that the butcher say Charter inside the embassy.

Sharp is giving his long-winded speech9 when Charter enters the reception that evening. He stands there for a while until the ambassador urges him to shoot, but he simply hands the gun to Steed.

CHARTER: Sorry to disappoint, nothing was further from my mind.

Cathy meanwhile comes between the Major and Sharp, preventing him using his silenced pistol to assassinate him and telling there’s not much point in that anymore. The Britsh agents depart, leaving the Auranian conspirators looking at each other dumbfounded.

ZULFICAR: Not one of your most successful operations, ambassador.


Back at Steed’s flat, Charter rings Alice to ask her out on a date. After he hangs up, he and Steed reveal that they had planned the whole thing, with Cathy as a decoy. They knew that Sharp had fallen out of favour, but they weren’t going to give Aburain an opportunity to back out of the arms deal. Steed explains they couldn’t let her in on the secret as they needed someone behaving normally and not giving away the double game. Quilpie arrives, announcing that the deal has gone through and Whitehall is tickled pink — and speaking of pink, he’ll have a gin!

  1. Alice’s surname, Brisket, being a cut of meat, is a joke about PANSAC being hidden inside a butchery.
  2. Charter gives his number as SO 11127 but Alice just simply looks under “C” in her file. His index card in Alice’s file is stamped “CANCELLED MAY 1959”.
  3. Charter asks for a round figure of £15,000 for five year’s pay plus overseas allowance. I suppose that means about an annual salary of £2,500, well above the £580 of a worker or £1,250 of a teacher at the time.
  4. Cathy suggests that the M1 is close by but Charter has no idea what the road is, as the first section from “London to Birmingham” as Cathy says, didn’t open until 2nd November 1959. A £500 second hand convertible in 1963/4? That seems pretty on the money as a Triumph Spitfire would have cost £666 and an MGB £855, second hand cars could fetch 50-70% of their original price. Leyden later says it’s a bit pricey for him.
  5. Macnee was supposed to say “It’s our end of the hot line”.
  6. A recurring theme in Series 3, this time he’s reading “The Secret of the Unicorn” and mutters ‘Blistering Barnacles!’
  7. Finally confirming that he is definitely in on the plot.
  8. Although you’d have to suspect that this will not actually be the case and the Aburanians will double cross him. They offer him a house, a car and £50,000 — £50,000 in 1963 would be £1,043,550 in 2023.
  9. He name-checks President Yasser Arrafat, whom he says has named him as his representative at upcoming Middle East arms negotiations. The speech is broken off earlier in the final episode than in the camera script which waffles on for another half page.

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