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|Robert Vaughn||Napoleon Solo|
|Cal Bolder||Ingo Lindstrum|
|Dorothy Provine||Tracey Alexander|
|Leo G. Carroll||Alexander Waverly|
|Yvonne Craig||Maude Waverly|
|David Opatoshu||Mr. Kavon|
|Donna Michelle||Princess Nicole|
|Leon Lontoc||Gen. Bon Phouma|
|Robert Karnes||Col. Hawks|
|Clarke Gordon||Arnold Claxon|
|James Hong||Prince Phanong|
|David McCallum||Illya Kuryakin|
The film opens with Alexander (Rip Torn) stealing a chemical weapon from a military base. The weapon causes an enemy’s troops to lose the will to fight, thereby making conquest in battle far easier. This is part of Alexander’s dual goal: to conquer the world in the manner of Alexander the Great and to break each of the major moral codes in so doing (which essentially means the ten commandments as detailed throughout the movie).
U.N.C.L.E. becomes involved after the theft of the weapon and agents Napoleon Solo (Vaughn) and Illya Kuryakin (McCallum) are assigned. Also searching for Alexander is his estranged wife Tracey (Dorothy Provine), although her motive is to serve him with divorce papers that will allow her to get $1,000,000 she put into the marriage. Through a series of coincidences (and Tracey’s focused efforts to trail the U.N.C.L.E agents to find Alexander), Solo, Kuryakin, and Tracey end up joining forces. As a result they are at various times captured, tortured, left to die in an elaborate way in an Egyptian tomb, and otherwise thwarted by Alexander throughout the film.
Alexander believes that if he is able to assist a military junta in the takeover of a small country (implied to be Vietnam) that he can use that country as a base for world conquest. By careful planning, he combines his final violation of a commandment - killing the country’s leader - with the takeover of the country and the start of his march toward global domination. Intervention by U.N.C.L.E. prevents the assassination, and during his escape Alexander is killed by his own accomplice Kavon (David Opatoshu).