• 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 shining shoes, Steed is closest to us and Hemming overseas the class from the end of the row
  • 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


A butler called Walters (Peter Hughes) is talking to his employer, who sits in a large wing-backed armchair and is unseen except for his right hand which has a skull ring on the small finger; he is tapping his fingers impatiently on the arm of the chair as Walters speaks. Walters demands a doubling of his pay or he quits; the job is becoming too dangerous. The unseen boss rings a bell and his own butler, Benson (John Le Mesurier), enters carrying a covered serving tray. The boss takes a silenced revolver1 from the tray and shoots Walters; Benson smiles politely and calmly asks if that will be all.

Act 1

Some time later, the boss rows out into the middle of a river and throws Walters into the water, his body disappearing under the muddy waters.

John Steed (Patrick Macnee) meanwhile visits a double agent who poses as a barber (David Swift), who is busy with another customer.2 The customer is left to stew under some hot towels and the barber turns to Steed, lathering his already hairless chin then whispering that someone in the War Office is selling secrets; he’s narrowed it down to three men — Group Captain Miles, Brigadier Ponsonby Goddard or Vice Admiral Willows.

The customer under the towels grabs a pair of scissors when the barber turns to get a hot towel for Steed’s face then stabs the barber with them before he can say more, popping a shaving brush in the barber’s mouth to stop him alerting Steed; once again all we see is his hand and his ring — he’s the man who killed Walters! The dying barber pulls the towel from Steed’s face as he slumps to the ground, and Steed discovers that the other customer has vanished.

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 races to talk Admiralty business and complains about Benson, who doesn’t know one uniform from another.

WILLOWS: Land-lubber! I wish Walters hadn’t disappeared like that.
STEED: Walters?
WILLOWS: My butler — the chap I had before this Benson fellow… Now he really looked after me.
STEED: You say he disappeared, how?
WILLOWS: (shrugs) I don’t know what happened to him — went AWOL, jumped ship, fell overboard.3

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 Ponsonby-Goddard (Kynaston Reeves), the Brigadier’s father, blows a whistle and orders him to take cover. Steed dives under a table then turns to the old man.

STEED: Brigadier Ponsonby-Goddard, sir?
MAJOR GENERAL: Brigadier!? (indicates his insignia)
What do you think this is — fruit salad?4 Major General Ponsonby-Goddard.

The old man grumbles that Steed is looking for his son, Percy, and orders Steed towards the West Ridge, by the fire tongs, he’ll provide ‘covering fire’ while Steed crawls across the room which he has set up to recreate a battle. He advises Steed not to print a word about “young Percy” as he’s a traitor! Steed looks at him in shock, has he found the mole already?

Brigadier Goddard (Howard Marion Crawford) appears and barks at his father to confine his “manœuvres to the garden”. He pours himself a very large glass of whisky and downs it straight away. When Steed lays out the allegations from the Major General, Brigadier Goddard pours himself another one and explains that his father considers him a traitor as he’s the only one in the family who’s not in a Cavalry regiment. The old man can’t understand that the cavalry simply doesn’t exist anymore.5

BRIGADIER: Now Major, I, I wonder, this interview it’s not very urgent, is it? Tomorrow perhaps, I have a very, very bad headache … something I ate.
STEED: Something you ate sir?? Certainly, sir.

Perceiving a drinking problem, Steed sees himself out as the brigadier downs his second drink. When he enters the hall, Reeves in on the phone, somewhat anxious and insisting he’s not chickening out — Steed overhears him arrange to meet the caller in the study at 10pm, and he’ll leave the windows unlatched. When Reeves becomes aware that Steed has entered the hall, he tries to cover by loudly and pompously telling the caller that Goddard is at home to no-one and hangs up.

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) who tells him Group Captain Miles is out and they have a loud conversation in the peculiar, fruity shout that RAF men use, mostly using abbreviations.

STEED: Actually I wanted a word or two about the Old Groupie. Official magazine, y’know. I’m acting as P.R.O.
HOGG: From G.H.Q.?
STEED (shakes head): B.H.Q.
HOGG: On T.T.R.?
STEED: J.J.V. Seconded from R.H.P.6

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 simply disappeared into the conservatory to trim the roses.

Steed notes a row of photos of girls and discovers Miles is a philanderer; he overhears Hemming (Thorley Walters) take supplies from Sergeant Moran (Ewan Hooper) and chides the Sergeant for gossiping about the Group Captain. Moran says he doesn’t have to, it’s common knowledge Miles is susceptible to a pretty face… this gives Steed an idea.

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 Group Captain who… well, a Group Captain.

Moran interrupts to ask if they’d like another drink but Steed leaves to be at the 10pm rendezvous. Unfortunately, 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.

Act 2

Early next morning, Steed calls Mrs. Peel on her car phone — she tells him she hasn’t contacted Miles yet but, checking her watch, tells him that Operation Fascination has just begun. Group Captain Miles (Denis Quilley) enters his office, hung over, and discovers all the photos of women 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 Emma is not making any progress and — as two female officers approach Miles — the competition is mounting all the time.

EMMA: Competition? What competition?

Mrs. Peel removes her sunglasses and turns towards the bar, smiling. Miles sees her and drops his glass in shock then approaches, forgetting the other women and smiling broadly at Mrs. Peel. Steed is in awe at how she has succeeded so quickly.

Emma later tells Steed she’s dining with Miles that day, then she drops him at a butling association school, the source of both Goddard’s and Willows’ replacement butlers.

STEED (PUTS ON VOICE): Hence, I’m thinking of going into service.
EMMA: You??
STEED: I shall endeavour to give satisfaction, modom.

Steed enters the school discovers and finds a man in a large wing-backed armchair wearing a ring, tapping his fingers impatiently on the arm of the chair.7 The man is revealed to be Miles’ butler, Hemming who admonishes Benson for letting Steed enter unannounced; there’s a sticky moment when Benson is sure he’s seen Steed before but Steed blithely denies it. Hemming explains that he and Benson volunteer their time at the school to train raw recruits into butling and hopefully improve their own standards as well. Hemming is pleased with Steed’s style and his references,8 and thinks they can make something of him.

Steed is pressed into service and the butling students are taught polishing shoes, pressing trousers, poise and discretion. Hemming compliments Steed and turns to Benson to highlight Steed’s skill.

HEMMING: Nice easy style, hasn’t he?
BENSON: Sure I’ve seen him somewhere before.
HEMMING: Standing groom at a race meeting perhaps? Or one of Her Majesty’s garden parties?
BENSON (sotto voce): Or one of Her Majesty’s prisons?

Croup Captain Miles is at the Three Services Bar with Mrs. Peel, staring into her eyes and oblivious to all around until Sergeant Moran interrupts to say there’s a phone call from the CFEE — the Commission for Eastern Europe, as Moran explains to Mrs. Peel after Miles excuses himself.

Benson interrupts one of Steed’s lessons — being discreet when announcing an attractive young woman visitor — to tell Hemming he is being foolish and he ought to reconsider his decision; Hemming tells him he is not leaving and that is final. Steed learns that Hemming has been offered a substantial offer to leave the service of Group Captain Miles; when Steed suggests that if he took the offer, they could replace him from the student body he is ordered not to gossip. Steed approaches a rack of uniforms to continue his sponging and cleaning practice when Benson enters and yells at him they’re not to be touched — he notices they are for a group captain, a vice admiral and a brigadier…

The three suspect officers assemble at Miles’ house for their conference, their overcoats collected by Hemming. Miles insists they wait until they are encased in a large plastic bag, a new security ruling to foil concealed microphones, before discussing anything.9 They then proceed to rhubarb indistinctly inside the bag.

Hemming meanwhile is on the phone, being ordered back to the school. When he arrives, Benson shoots him and Hemming slumps against an enormous washing machine. Benson reports to his boss that Hemming won’t stand in their way any longer then hands him his hat and gloves.

BENSON: By the way, sir … the new man — Steed — I’ve checked his references, he is an impostor. But don’t worry, sir, I’ll attend to him too…

Steed arrives shortly after and discovers the uniforms on the rack have gone, and Hemming’s body is inside the washing machine. Benson appears and leads him away at gunpoint; he reveals he knows Steed’s references are fake — they’re all the names of pubs8 — and he suspects him of having been dismissed from service for theft.

STEED: Something like that.
BENSON: Thought so. A thief — a petty thief.
(unexpectedly) Sit down — pour yourself a drink.
BENSON: You know, forged references are the best recommendation you could have.
(STEED reacts)
BENSON: Now, I’m going to give you the chance to earn some REAL money, Steed. Poor old Hemming is dead… how would his master manage without him?

Act 3

Emma’s surprised to see Steed is Miles’ butler when she arrives for a date and is shown into Mile’s living room. At the flick of a switch Miles closes the drapes, turns on music, dims the lights and reclines the arm of the sofa, causing her to fall backwards until reclining. She runs around admiring Miles’ art collection to avoid his advances, and is pleased Steed is there to constantly interrupt them.

Cornered by Miles against the fireplace after Steed has been dismissed once again, Emma knocks a bell flying and Steed immediately enters and Miles resignedly asks him to open the champagne. Miles makes another lunge at her after Steed goes but she turns the tables on him, throwing him across the room and over the sofa.

EMMA: Georgie — it’s time you and I had a little talk. You said you’d do anything for me. Anything at all.
(CUT TO STEED listening at the door using a martini glass)
MILES: You can’t be serious!? (stares at her) Betray secrets! … That you should think I would … You can’t be serious!

Emma is pleased and 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… but, lying back, he says there is something he wants to do with her…

The phone rings, calling away Steed who is worried by the giggling coming from behind the door. The call is for Miles and Steed enters, eyes clossed against what he fears, but they are just playing Ludo.10 Miles has been summoned for the next conference at Goddard’s house, 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.

Steed receives a call from Benson, he is to spill wine on Miles’ uniform jacket when he returns — and the other two officers receive the same treatment from their butlers — but Major General Goddard observes his son get drenched and gets a devious look in his eye…

Benson is on hand when Steed drenches Miles and takes the jacket from Steed then hops into a taxi. Steed notices the pile of officers’ jackets and resigns on the spot then leaps in Emma’s car to chase after him.

Benson cuts open the seam of the shoulder of Mile’s jacket and removes a miniature tape recorder. After he departs with the tapes from all three jackets, Emma and Steed emerge from behind the coats and follow. Benson hands the tape to his boss then turns as our heroes trip an alarm; Emma and Steed are captured when they enter the room and held at gunpoint by Benson.

The boss is revealed to be Moran, embittered by being reduced to barman and dishwasher:

MORAN: Yes, I’m the boss around here — me — poor old Sergeant Moran — barman, dishwasher — “Yes, sir, No, sir, Three bags full, sir”. That’s what they did to me. Twenty years service — front line service with a good regiment — they gave me a medal for it … and then they relegated me to polishing glasses. Me — Sergeant Moran!

They are about to be led outside and shot when old Major General Goddard staggers in, waving his cutlass and ordering, “Charge!” In the confusion, 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 after he kicks and punches his way through a set of doors they fight and, using her judo against his karate, she defeats him. Steed meanwhile prevails over Benson, adroitly evading Benson’s serving trolley armed with retractable knives.

STEED (breathless): Major General, how DID you turn up here?
MAJOR GEN.: Superior intelligence work. Saw a butler feller mucking about with young Percy’s uniform, knew something was up.

He eyes Emma and says he doesn’t like girls on the front line — most distracting — then he offers her his arm and they walk out together.


Steed and Emma prepare to depart, and he prattles on about the weather. She looks at him with a smirk:

EMMA: Steed — why don’t you say it? Go on, I KNOW you’re dying to say it.
STEED (innocently): Say what?
EMMA: Say that in spite of all the suspects -
STEED (triumphantly): The butler did it!

With that she exclaims, “Going up!” and they take off — with Emma piloting the helicopter.

  1. Silenced revolvers, of course, don’t really work.
  2. This may be a reference to the Series 2 episode The Sell-Out, where Steed’s fellow agent Fraser used a barber’s shop as a cover — and he too was killed.
  3. The scene straight after the opening titles, with Walters being thrown into the river was originally scripted to be here, straight after Willows says, “jumped ship, fell overboard”.
  4. Major General Ponsonby-Goddard tells Steed off for not checking his insignia and barks, “What do you think this is — fruit salad?” Fruit salad is slang among the other ranks for the ribbons of medals, especially in reference to senior officers who have a lot of them.
  5. This is not strictly true, although the British Army does only now have one true cavalry regiment, which only has ceremonial duties. At the time of this episode there were still two household and sixteen line regiments of cavalry, but they were mostly in armoured cars and tanks from 1928 onwards, and Steed’s Royal Tank Regiment uniform puts him one of the “cavalry” units. Today, there are still nine cavalry units.
  6. This sequence is quite long but hilariously O.T.T. — I produce it in full below, and many of the acronyms seem to be made up.
    STEED: Actua1ly I wanted a word or two about the Old Groupie. Official magazine, y’know. I’m acting as P.R.O.
    HOGG: From G.H.Q.?
    STEED (shakes head): B.H.Q.
    HOGG: On T.T.R.?
    STEED: J.J.V. Seconded from R.H.P. [The script had Z.H.P.]
    HOGG: Really. How’s the G.S.M.?
    STEED: A.1.
    HOGG: M.O.I.?
    STEED: Shifted to P.P.R.
    HOGG: Downgraded to 0.0.7.?
    STEED (shakes head): Upgraded to B.B.5.
    HOGG: Got his G.G.Q. then? (brighter) How’s the C.O.?
    STEED: O.K.
    HOGG: Oh -
    A small, awkward pause.
    HOGG: — bang on.
  7. Exactly matching the opening shot of the episode.
  8. Steed’s references are from the Duke of Duffup, the Earl of Isley, & The Honorable Flegghorn.
  9. Surely a nod at Get Smart’s “Cone of Silence” which first appeared on 18 September 1965 in the United States, and on October 16 1965 in the United Kingdom, two months before this episode was filmed.
  10. Ludo is a simple board game involving moving counters around a board, also called Trouble and Parcheesi among other trademarks.

fan forum Donate Become a Patron!