U.N.C.L.E. agents Napoleon Solo (Robert Vaughn) and Illya Kuryakin (David McCallum) investigate when fellow agent Robert Kingsley (Barry Sullivan) and European general Maximilian Harmon (Leslie Nielsen) disappear. Shortly afterward, five of the world's top scientists are mysteriously abducted. The trail leads to the Himalayas, where Kingsley has set himself up as potential world dictator, hoping to use the combined talents of the scientists to build a device that will spread mind-controlling gas throughout the planet. However, his wife Margitta Kingsley (Eleanor Parker) has different plans for the gas.