• title card: white all caps text reading ‘WHAT THE BUTLER SAW’ outlined in black and superimposed on a close-up of Benson smiling obsequiously
  • Miles finds himself surrounded by photographs of Emma
  • The trainee butlers form a rank, demonstrating their skill at delivering the mail, Steed is at the far end of the line
  • The officers zip themselves into a huge plastic bag in an attempt to thwart enemy listening devices
  • Hemming’s body is found inside the industrial washing machine
  • Miles and Emma are interrupted in flagrante, but not delicto
  • The tape recorder bug is removed from the lining of the Group Captain’s uniform
  • Emma and Steed prepare to depart in a helicopter

Series 4 — Episode 22
What the Butler Saw

by Brian Clemens
Directed by Bill Bain

Production No E.64.10.22
Production completed: January 7 1966. First transmission: February 22 1966.

TV Times summary

In which Steed becomes a gentleman’s gentleman — and Emma faces a fate worse than death …

Plot summary

Someone in the War Office is selling secrets to the other side and Steed visits the three suspects in different disguises to investigate and discovers they are all having trouble with their butlers. The trail leads to a butling school and Steed enrols there while Mrs. Peel starts Operation Fascination - getting one of the suspects to fall in love with her. Steed is ordered to spill wine on a jacket and when the jacket is laundered, a miniature tape recorder is taken out of one of the shoulder seams. Going to stop them, the Avengers discover the ringleader is a sergeant, embittered by being just a barman instead of the war hero he had been.
The Avengers depart by helicopter after Steed happily declares the old cliché “The butler did it!”

show full synopsis

show plot summary

Walters (Peter Hughes) demands a doubling of his pay or he walks; the job is becoming too dangerous. His employer rings for his butler, Benson (John Le Mesurier). The unseen boss takes a silenced revolver from the tray Benson has brought in and shoots Walters; Benson calmly asks if that will be all. Walters is later thrown into the river, his ex-boss revealing a skull ring on his right hand.

John Steed (Patrick Macnee) visits a double agent who poses as a barber (David Swift), who tells him someone in the War Office is selling secrets to the other side; he’s narrowed it down to three men - Group Captain Miles, Brigadier Goddard or Vice Admiral Willows. His other client grabs a pair of scissors and stabs the barber before he can say more - he’s the man who killed Walters - and departs before Steed realises what’s happened.
Steed visits Willows in a motor launch, disguised with a fine naval beard and posing as Commander Red. Benson is now Willows’ butler and lets him in - Vice Admiral Willows (Humphrey Lestocq) is too busy attending horse racing meets to talk Admiralty business and complains about Benson, who’s a landlubber and doesn’t know one uniform from another. He explains that Walters, his previous butler, disappeared suddenly.

Steed next visits Goddard in an armoured car, disguised with a neat Army moustache and posing as Major White. Reeves (Norman Scace) shows him in and fetches the Brigadier but while he’s gone the dotty old Major General Goddard (Kynaston Reeves) orders him to take cover and provides Steed ‘covering fire’ while he crawls across the room. He advises Steed not to print a word about “young Percy” as he’s a traitor. Brigadier Goddard (Howard Marion Crawford) appears and orders his father to confine his “manœuvres to the garden”. He explains to Steed that his father considers him a traitor as he’s the only one in the family who’s not in a Cavalry regiment, he can’t understand the cavalry no longer exists. Goddard asks the interview be deferred as he has a bad headache and Steed sees himself out - Reeves in on the phone, alarmed by who has rung - Steed overhears him arrange to meet the person in the study at 10 pm, and he’ll leave the windows unlatched.

Steed then visits Group Captain Miles in a helicopter, disguised with a bushy RAF moustache and posing as Squadron Leader Blue. He’s met by Squadron Leader Hogg (Leon Sinden) and they have a loud conversation in the peculiar shout that RAF men use, mostly using abbreviations. Steed apologises for letting himself in and Hogg says the wretched butler, Hemming, has disappeared again - Steed raises his eyebrows at another disappearance then learns he’s disappeared into the conservatory to trim the roses. Steed notes a row of photos of girls and discovers Miles is a philanderer; he overhears (Thorley Walters) take supplies from Sergeant Moran (Ewan Hooper) and chide the Sergeant for gossiping about the OC. Moran says he doesn’t have to, it’s common knowledge Miles is susceptible to a pretty face.

Steed convinces Emma Peel (Diana Rigg) to see how susceptible Miles is, and explains about his trio of suspects - an admiral who gambles too much, a brigadier who drinks too much and a captain who... well, a captain. Moran asks if they’d like another drink but Steed leaves to be at the 10 pm rendezvous. He’s too late - Reeves has been killed with a bayonet and the killer attacks Steed with a spiked helmet before making his escape. The commotion brings the Goddards downstairs, the old man playing the Last Post when he sees Reeves.
Steed calls Mrs. Peel on her car phone - she hasn’t contacted Miles yet but tells Steed Operation Fascination has begun. Group Captain Miles (Denis Quilley) enters his office, hung over, and discovers all his photos have been switched to portraits of Emma, and there’s another few strewn about the office. He seeks refuge in the bar where Steed is complaining she’s not making any progress and - as two female officers approach Miles - the competition is getting stronger. “What competition?” asks Emma and removes her sunglasses. Miles sees her and drops his glass then approaches, smiling.

Steed gets Mrs. Peel to drop him at a butling association as both Goddard and Willows lost their butlers and had them replaced by the school, and he discovers it’s run by Hemming. Benson in there also and is sure he’s seen Steed before; Hemming is pleased with Steed’s style and suggests he may have been a standing groom at a race meeting or at one of Her Majesty’s garden parties. “Or one of Her Majesty’s prisons”, mutters Benson. The butling students are taught polishing, pressing, poise and discretion. Benson interrupts one of Steed’s lessons to tell Hemming he is being foolish and he ought to leave. Steed learns that Hemming has been offered a substantial raise to leave Group Captain Miles’ employment; when Steed suggests they would replace him from the student body he is ordered not to gossip. Steed approaches a rack of uniforms but Benson tell him they’re not to be touched - he notices they are for an RAF captain, a vice admiral and a brigadier...

The officers assemble at Miles’ house for a meeting of the Committee For Eastern Europe and Miles insists they wait until encased in a large plastic bag before discussing anything. Hemming meanwhile receives a call, ordering him back to the school. When he arrives, Benson shoots him and hides the body in a washing machine. Benson reports to his boss that Hemming is no longer in their way and he knows Steed to be an impostor. Steed arrives shortly after and discovers the uniforms gone, and Hemming’s body. Benson appears and leads him away at gunpoint; he reveals he knows Steed’s references are fake and suspects him of having been dismissed from service for theft - the best bona fides, as far as Benson is concerned. He orders Steed to replace Hemming in Miles’ household.

Emma’s surprised to see him when she arrives for a date but, after running around Miles’ art collection to avoid his advances, she’s pleased Steed is there to constantly interrupt them. Emma meanwhile asks Miles outright if he would betray secrets for her and is pleased when he refuses - she tells him he’s passed the test and suggests they have a cup of tea. He’s relieved when he discovers she doesn’t want him to seduce her, “all the others do” and he’s tired of it. Miles is called away to Goddard’s house for the next conference leaving Steed and Emma to agree that Miles is not the traitor - it’s to do with the butler, and Steed has been put there because Hemming couldn’t be bribed. He receives a call form Benson, he is to spill wine on Miles’ uniform jacket when he returns - and the other two officers receive the same treatment. Benson suddenly appears and takes the jacket then hops into a taxi. Steed resigns on the spot and leaps in Emma’s car to chase after him.

Benson cuts open the seam of the shoulder and removes a miniature tape recorder. After he departs with the tape, the Avengers emerge from behind the coats and follow. Benson hands the tape to his boss then hears an alarm as our heroes trip a wire; Emma and Steed are captured and held at gunpoint by Benson. The boss is revealed to be Moran, embittered by being reduced to barman and dishwasher after being a war hero. They about to be led outside and shot when old Major General Goddard swaggers in, waving his cutlass and ordering, “Charge!” Our heroes leap into action, Steed tackling Benson while Mrs. Peel chases Moran. Moran decides, to his disadvantage, he doesn’t need a gun to kill a woman and is defeated. Steed meanwhile prevails over Benson, despite his serving trolley having retractable knives. Goddard reveals he had superior intelligence - he saw the butler tampering with Percy’s uniform. He eyes Emma and says he doesn’t like girls on the front line - too distracting - and he offers her his arm.

Steed and Emma prepare to depart, and he prattles on about the weather. She looks at him sternly and tells him he’s dying to say it. “Say what?” he asks innocently. “Say that in spite of all the suspects -”, she replies. "The butler did it!" Steed triumphantly declares and they take off - with Emma piloting the helicopter.


Production dates: 26/12/65–7/01/1966 Drinks
Transmission dates: Foreign title port
drip-filter coffee
champagne (Bollinger)
Champagne (Bollinger)
UK 26/02/1966
Sydney 12/07/1966
Melbourne 5/07/1966
USA 28/07/1966
Germany 18/04/1967 (Butler sind gefährlich)
France 20/07/1967 (Les espions font le service)
Italy cancelled Cercate il maggiordomo
Spain --- (¿Qué vio el mayordomo?)
The Netherlands 25/01/1969 (Steed wordt butler)

fan forum Donate Become a Patron!