• title card: white all caps text reading ‘WHO’S WHO???’ superimposed on a low angle view of the enormously long stilt legs of the dead Hooper, perched up on a stack of crates in a warehouse
  • subtitle card: white all caps text reading ‘STEED GOES OUT OF HIS MIND
			EMMA IS BESIDE HERSELF’ superimposed on a low angle view of the enormously long stilt legs of the dead Hooper, perched up on a stack of crates in a warehouse
  • Youtube video - Emma checks her appearance in the mirror; when she moves away, Steed appears in it and softly intones, ‘We’re needed!’
  • Colonel B stands in his patriotically decorated office, the wall painted as a Union Jack; a row of flowers in vases across his desk represents his field agents
  • Lola, inhabiting Emma’s body, dances around Steed’s flat to some jazzy pop while Steed claps the beat
  • Basil-Steed aims a pistol in a very un-Steed like action
  • Steed-Basil tries on ‘his best bowler’, only to discover that his current head is smaller than Steed’s
  • Emma-Lola begs Krelmar to ‘switch her back’, tricking him by saying that she is Lola - both women sit in the mind transfer machine with a metal hood over their heads, the controls of the machine sit between them
  • Youtube video - Steed drops by Emma’s place to find it filled with flowers, he pretends to not know it’s her birthday and then produces tickets to Paris

Series 5 — Episode 16
Who’s Who???

by Philip Levene
Directed by John Moxey

Steed goes out of his mind
Emma is beside herself

Production No E.66.6.16
Production completed: April 18 1967. First transmission: May 3 1967.

Regional broadcasts

Rediffusion London5/05/19678:00pm
ABC Midlands6/05/19679:10pm
ABC North6/05/19679:10pm
Anglia Television5/05/19678:00pm
Border Television3/03/19687:25pm
Channel Television24/07/19688:00pm
Grampian Television14/02/19688:00pm
Southern Television5/05/19678:00pm
Scottish Television19/01/19688:00pm
Tyne Tees Television3/05/19678:00pm
Ulster Television14/03/19687:30pm
Westward Television24/07/19688:00pm
Harlech Television16/06/19687:25pm

TV Times listing

TV Times listing for May 5 1967, 8pm (London edition)
Sydney Morning Herald listing for October 17 1967, 8pm
The Age listing for October 16 1967, 8pm

8.0 The Avengers
Patrick Macnee

as John Steed
Diana Rigg

as Emma Peel
Who’s Who?
By Philip Levene

In which Steed goes out of his mind — and Emma is beside herself!

Cast also includes

Lola Patricia Haines
Basil Freddie Jones
Major ‘B’ Campbell Singer
Tulip Peter Reynolds
Krelmar Arnold Diamond
Daffodil Philip Levene
Hooper Malcolm Taylor

Designed by Robert Jones
Music by Laurie Johnson
Directed by John Moxey
Produced by Albert Fennell
and Brian Clemens
Executive Producer
Julian Wintle

ABC Television Network Production

International broadcasts

ABN2 Sydney, Australia17/10/19678:00pm
ABV2 Melbourne, Australia16/10/19678:00pm
ABC New York, USA19/05/196710:00pm
ORTF2 France
Suisse Romande, Switzerland27/05/19688:35pm
French titleQui-suis je?
ZDF Germany7/05/19689:00pm
German titleWer ist wer?
KRO Netherlands28/10/19699:45pm
Dutch titleWie is wie
Svizzera Italiana14/06/19749:00pm
Italian titlechi dei due?*
Spanish title¿Quién es quién?

* Italian listings showed this as 10pm, as Italy observed Summer Time and Switzerland did not.

USA: New York Times listing for May 19 1967, 10pm
Spain: ABC Madrid listing for December 3 1967, 4.10pm
Germany: Hamburg Abendblatt listing for May 7 1968, 9pm
Switzerland: L’Impartial listing for May 27 1968, 8.35pm
Netherlands: Zierkzeesche Nieuwsbode highlights for October 28 1969
Netherlands: Leidse Courant episode summary with Dutch title
Netherlands: Provinciale Zeeuwse Courant listing for October 28 1969, 9.45pm
TV Svizzera Italiana: Radiocorriere listing for June 14 1974, 10pm Italian time
TV Svizzera Italiana: Stampa Sera listing for June 14 1974, 10pm Italian time
USA: Chicago Tribune listing and highlights for May 19 1967, 9pm

Episode Rating

Subject 0–5
2½ stars
Music 3 stars
Humour 3 stars
3½ stars
4½ stars
Plot 4 stars
Emma 4 stars
Set Design 3 stars
8 stars

I love Diana Rigg completely out of character - chewing gum, dancing to loud pop music and so on. The leads had a great time and it shows. And of course, there’s the kiss. Freddie Jones and Patricia Haines are great, even if Freddie runs funnily.

Hooper is murdered in a warehouse by two enemy agents who plan to capture the Avengers. Steed is trapped at Hi-Limba Products and has his brain swapped with that of Basil. Basil - looking like Steed - lures Mrs. Peel there and she is also switched. Lola and Basil then proceed to infiltrate Floral - a secret British department - killing bloom after bloom of the department, and drinking Steed’s best champagne.
Trapped in other people’s bodies, Steed and Emma are arrested by the department, then escape to find Krelmar and his machine so as to reverse the process. Switched back just before Major B forces the door, the Avengers seem still unsure who they are. It being Mr’s Peel’s birthday, her apartment is full of flowers from the grateful surviving agents, and Steed plans a surprise weekend in Paris... but finds that Emma has already packed.

The Cars

Marque/Model Colour Number Plate
horse white -
Bentley Speed Six 1926 British racing green RX 6180
Ford Thames 800 van light blue -
Reliant Regal light blue -
A.1 Dairies Milk Float lime green 4056 RO
Vanden Plas Princess R 4-litre 1966 metallic golden beige HOF 302D
Austin-Healy 3000 red 9760 VX
Lotus Elan S3 glacier blue SJH 499D
Rover P5 3 litre black DMY 262A

Who’s Killing Whom?

Victim Killer Method
Hooper (Rose) Basil & Lola V* Pistols
Daffodil Basil V* Pistol
Poppy Basil V* Pistol
Pansy Basil V* Pistol
Cornflower Basil? V* Pistol? (off-camera)
Carnation Basil? V* Pistol? (off-camera)
Marigold Basil V* Pistol
Bluebell Lola V* Pistol
Click a name to see the face

The Fashions

Emma’s Fashions Steed’s Fashions
  1. mid green roll-neck skivvy & trousers, white boots, navy cardigan (lapel-less jacket)
  2. caramel belted coat (semi-quilted, long lapels), worn with the items below.
  3. tan high neck skivvy & trousers, white boots
  4. (As Lola) blue woollen dress with brooch
  5. lavender jacket & skirt, white rollneck skivvy
  1. navy single-breasted 3-piece suit with a peaked collar, white shirt, blue tie with navy spot / black bowler, boots
  2. (As Basil) cheap blue single-breasted suit, white pinstriped shirt, blue bow tie
  3. (Basil in Steed’s body) charcoal pinstriped single-breasted 3-piece suit, white shirt, silver silk tie, black bowler hat & umbrella, boots
  4. fawn overcoat & bowler & umbrella over grey suit, white shirt, copper tie

Continuity and trivia

  1. 3:00 — The set-up to bring Steed & Mrs. Peel to the warehouse is an in-joke. It’s the logo used on “The Avengers” scripts and location signboards of the time - a revolver with a rose coming out of the barrel. So when Basil says, “If that doesn’t bring Steed and Mrs. Peel, nothing will”, he’s referring to the logo being used on the signs used to direct cast and crew to a location shoot.
  2. 3:54 — Steed utters that cliché again: “Hooper, he’s one of our best agents”.
  3. 4:10 — Emma says, “It’s crimson glory, won first prize at the Chelsea Flower Show” - but it’s a plastic rose!
  4. 4:30 — Krelmar shows Basil and Lola footage of Emma:

    Escape in Time

    Something Nasty..

    Woburn Sands
  5. 5:03 — And then some footage of Steed:

    The See-Through Man

    Promotional Footage
  6. 5:26 / 7:53 — >Recognise the stilt shop? It’s the same prefab. set as used for the station in A Funny Thing Happened On The Way To The Station.
  7. 8:45 — Added creepiness from Krelmar: “Please, we experimented in the war! We had unlimited guinea pigs; we lost many but at last it is perfected.”
  8. 16:35 — The “Important announcement” explaining the swapped bodies to viewers tuning in late, a parody of community information films, is shown.
  9. 18:37 and throughout - Major ‘B’ has a row of vases across the front of his desk, representing the agents of FLORAL.

    They are, in order:
    Tulip - Carnation - Daffodil - [empty vase: Rose] - Cornflower - Buttercup - Marigold - Lily - Pansy - Poppy - Daisy - Bluebell.

  10. 20:05 — Peter Reynolds is wearing a very obvious wig.
  11. 22:10 — Was there an edit made here? We suddenly cut to Steed saying, “True, but unfortunately when he left...”
  12. 22:55 — Basil in Steed’s body could drive the Bentley to Hi-Limba (13:16) unremarked by Mrs. Peel, but Steed in Basil’s body was tested with being able to start the Bentley by Mrs. Peel in Lola’s... of course, Basil might have been able to drive it easily, or Emma had yet to become suspicious enough to notice.
  13. 23:15 — Lola is dancing to some hokey Laurie Johnson jazz, but the album cover on top of the record player is for “Africa speaks, America answers” - Guy Warren with Red Saunders Orchestra under direction of Gene Esposito (Brunswick 1956, LAT 8237 — the UK release).
  14. 23:22–24:00 — The major writer and teleplay writer/arranger for The Avengers, Philip Levene, appears on screen in this episode as Daffodil; definitely more a writer than an actor, he’s a bit wooden in front of the camera!
  15. 24:07 — There are stand-ins in the Bentley in the driving scene.
  16. 26:19 — The “Very Important announcement” explaining the swapped bodies to viewers tuning in late, another parody of community information films, is shown.
  17. 26:43 — The close-up of Freddie Jones after the “Very Important Announcement” is completely out of focus, the focus is on the handcuffs at the beginning, and then on the mid-shot of Patricia Haines.
  18. 27:46 — Flustered by his interrogation of Basil and Lola faltering, Major B declares, “I’m Head of Intelligence, do you take me for a perfect idiot?” Emma (in Lola’s body) replies, “No-one’s perfect.”
  19. Major Bee wears some pretty unimpressive ribbons - they’re all just campaign medals: 1939–45 Star, Africa Star, Burma Star, France and Germany Star, Defence Medal, War Medal 1939–1945, Korea Medal 1951, United Nations Service Medal for Korea 1950–1955
  20. 31:27 — “Ah, my best bowler’s here, that’s one thing.” Only it’s not one of Steed’s! The lining is red, like Tulip’s bowler, whereas Steed’s bowlers always have the white silk of Herbert Johnson & Son. Freddie Jones probably has the same size head as Macnee so he had to wear Peter Reynolds’ hat instead.
  21. 31:39 — When Lola (Emma) picks up the silver pot with the flowers in it, the flowers change. In the close-up we clearly see (clockwise from top right):
    Bluebell - Daffodil - Cornflower - Marigold - Poppy - Pansy, with a white Carnation in the middle.
    But Bluebell hasn’t been killed yet - he gets killed at Emma’s flat at 34:06 — and in every other shot, including when Lola (Emma) puts the pot down next to the phone, the flowers are in the order:
    Cornflower - Daffodil - Marigold - Poppy - Pansy, with a white Carnation in the middle.
    ©1961–9 CANAL+IMAGE UK Ltd All Rights Reserved
  22. 32:26 — Why didn’t Lola realise the phone call was Steed and Emma checking their whereabouts?
  23. 33:15/34:22 — Lola and Basil have been listening to “Ballads for night people” - June Christy (Capitol records, 1959 — R 24679)
  24. 34:40 -To reinforce the continuity error with the flowers, when Tulip counts the bodies in the storeroom, he definitely counts six.

    (And if anyone can identify the two men playing corpses in Steed’s storeroom, I’d be most grateful - they are obviously supposed to be Carnation and Cornflower. Similarly, if anyone can name the men playing Poppy and Pansy, that’d be great too.

  25. 37:09 — The bottle of pills gives away the doctor’s address: Dr. V. Krelmar The Manor House, Hambledon.
  26. 43:35 — There’s a stunt double - maybe Joe Dunne - in this scene.
  27. 43:53 — There’s another double in the long shot.
  28. 46:47 — The man who had been standing at door is now right at the back - he must be nervous of the Major’s shooting skills!
  29. Running time: 49′10″
  30. This episode is a cross between homage and parody of the Michael Caine classic, The Ipcress File. Col. H.L. Ross had a single flower perched upright on its stem on his desk in the film, and Major ‘B’ has a dozen of them - see below. Also Major ‘B’ is similar in bearing and appearance to Nigel Green’s Major Dalby in the film [dull - B, geddit?] and has the air of a “passed over major” about him too.
  31. It should be noted that Who’s Who??? is the last episode to have the subtitles put onto the master tapes. All subtitles from hereon are technically unofficial, as they were never used.

    The Australian broadcast master of Who’s Who??? does not have a Mrs. Peel... We’re Needed scene, the first in the series to not have one. The original print, however, has a brief (almost after-thought) scene, Steed taking Mrs. Peel’s place at her mirror.

    The story goes that the producers were told to drop these elements from the show by the American network, who didn’t like them and wanted more time for advertisements.

  32. More about the Australian master...
    It cuts right from the titles to Steed and Emma looking up at Hooper’s body, and then the scene where Basil and Lola are watching film of the dashing duo is trimmed - We see the Escape in Time footage of Mrs. Peel, then both shots of Steed, compared to the original print’s five snippets

A note on the timecodes

Timecodes for episodes are problematic as each release has its own quirks so the 2009–11 Optimum Releasing/Studio Canal DVD sets have different run times compared to the A&E and Contender DVD sets from a decade beforehand. The newer Studio Canal & Via Vision blu rays seems to be back in line with the earlier releases, except they often have StudioCanal idents lasting 20 to 22 seconds added to the beginning.

The Optimum Releasing/Studio Canal DVD releases were remastered and their frame rate has been changed, resulting in a shorter running time. However, the picture quality has increased markedly. I assume this is because they used a simple 2:2 pulldown (24 @ 25) when converting from the original film masters (film runs at 24 frames per second, while PAL runs at 25fps, the new DVDs are in PAL format).
This pulldown was also the cause of audio errors on many episodes, especially for Series 5, as the audio sped up to match the new rate (4% faster), rather than being properly pitch-shifted. Checking the dialogue sheets, which list the feet and frames of the reels, it looks like the speed change is around 5.04%, so there may be some cuts as well - probably from around the commercial breaks and ends of reels, as they amount to about 25 seconds. All my assumptions are based on the episodes having been filmed on standard 35mm film, which has 16 frames per foot and runs at 24 frames per second, so a minute of footage uses 90 feet of film (1,440 frames).

The audio errors have been corrected in the currently available DVDs, but the 2:2 pulldown remains. There is also the addition of a Studio Canal lead-in, converted to black and white to match the episode for Series Four, but colour for Series Five, adding an extra 18 or 19 seconds to the running time and making it harder to match timecodes with previous releases. It’s annoying that it has been slapped on every single episode, Series 1–3 didn’t suffer this indignity.

The previous Contender and A&E DVD releases didn’t seem to suffer from these problems, so I assume they either used soft telecine and preserved the original 24fps rate of the film (my preferred option in DVDs) or they used 24 @ 25 pulldown (2:2:2:2:2:2:2:2:2:2:2:3 Euro pull-down).

Thankfully, the new blu ray releases for series 4–6 appear to use native 24fps with soft telecine so the running times and pitch all seem to be correct again along with a much greatly improved picture quality, most notably in the Tara King episodes which are finally (mostly) back to their original glory.

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