In Portugal, Solo is taken prisoner by Pharos Mandor (Jack Lord), a THRUSH chief ready to defect if his arch rival, THRUSH assassin Stepan Valandros (Nehemiah Persoff), does not kill him first. Solo meets Mandor's girlfriend, Cathy Welling (Leslie Parrish). Mandor tells Solo U.N.C.L.E. must kill Valandros or he will not defect, but his real aim is to eliminate Valandros and promote himself up the THRUSH ranks.