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Once Upon a Spy is a 1980 Made-for-TV Movie starring Ted Danson, Mary Louise Weller, Elanor Parker, and Christopher Lee. The movie was Failed Pilot Episode for a proposed series.

When NASA’s mega-computer is stolen, the government calls on Jack Chenault (Danson), a wisecracking computer expert, to help track it down. Partnered with Paige Tannehill (Weller), the two find out that Marcus Valorium (Lee), a mysterious and powerful multi-millionaire, is in control of the computer and plans to use it to take over the world. It is up to Jack and Paige to take down Valorium and save the day.

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Tropes in Once Upon a Spy:

  • Action Girl: Tannehill is a fully-trained K-12 agent (equivalent of a '00' agent in the James Bond franchise) and it is her job to keep Non-Action Guy Chenault alive. She does all of the fighting in the film.
  • Bavarian Fire Drill: Tannehill saves Chenault from Big Bad Marcus Valorium and his mooks by suddenly entering from the elevator dressed as a tour guide and leading a tour group. She encourages the tourists to swarm Valorium and ask him for his autograph, and then absorbs Chenault into the group and takes him with them as Valorium orders them to leave.
  • Belligerent Sexual Tension: Jack Chenault and Paige Tannehill spend the first 2/3rds of the movie alternating between sniping at each other and flirting. Things start to defrost after an Intimate Healing moment.
  • Big Dam Plot: After his test fires on the aircraft carrier and the missile silos, Marcus Valorium intends the first real target for his Shrink Ray to be the Hoover Dam: causing widespread flooding and spreading panic and disorder.
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  • Car Meets House: Valorium's minions gain access to the NASA lab to steal the X-2 supercomputer by driving a semi-trailer straight through the wall.
  • Clothing Combat: Tannehil uses the long black strap off her Spy Catsuit to lasso the cyclotron so Chenault can climb across to it.
  • Covert Group with Mundane Front: The unnamed intelligence agency has its headquarters located under an amusement park. The entrance is through the Tunnel of Love. It does maintain other fronts, such as the computing company Jack works for.
  • Deadly Game: Big Bad Marcus Valorium drops Paige Tannehill in The Maze under his headquarters and forces to her play a deadly game of cat-and-mouse (or 'Cat-and-Canary' as he keeps referring to it) against his henchmen Rudy and Greta, with the understanding that they will kill her if they catch her. He guides Rudy and Greta via radio, while Jack Chenault guides Paige. Sore Loser Valorium explains that that he regards this as settling the score for Chenault beating him for a scientific award 12 years ago.
  • Diabolical Mastermind: Marcus Valorium is a scientific genius who plans to use his Shrink Ray (combined with a computer program that allows him to convert any satellite into a Kill Sat by bouncing the Shrink Ray off it) to wreak havoc across the world by doing things like shrinking dams to cause widespread flooding (his first target is the Hoover Dam). His goal is to create chaos out with will emerge a ruling intellectual elite, unfettered by the chains of democracy, which he regards as an inefficient tool that allows the ignorant to drag down their intellectual betters.
  • Evil Brit: Although his nationality is never stated, Evil Cripple Marcus Valorium has British accent. Given he is played by Christopher Lee, his villainous credentials seems fairly well established.
  • Evil Cripple: The megalomanical Big Bad Marcus Valorium is confined to a wheelchair. He has had the wheelchair equipped with rocket launchers.
  • Evil Genius: Marcus Valorium is a scientific genius who has constructed a functioning Shrink Ray that he uses in scheme to take over the world. He is also an Evil Brit and an Evil Cripple.
  • Gadget Watch: When Chenault and Tannehill are sent out to search for Valorium's base, they are issued with a pair of watches that are homing beacons; allowing the wearer of one watch to tell how close they are to the other.
  • Hoist by His Own Petard: Chenault and Dr. Webster defeat Valorium by reprogramming his Shrink Ray so it bounces back of the sattelite directly on to his observatory headquarters.
  • I Have Your Wife: Marcus Valorium ensures Dr. Webster's cooperation in programming the X-2 computer by holding Webster's daughter hostage.
  • Intimate Healing: Chenhault and Tannehill share body warmth (albeit still fully clothed) when forced to spend the night outdoors in the mountains. This marks the point at which they shift from being on a Last-Name Basis.
  • It Tastes Like Feet: Tannehil gives Chenault some gum to chew that turns out to be disguised thermite. Chenault comments that it tastes like "axle grease and curry". Tannehil responds "No curry".
  • Kill Sat: Valorium steals the X-2 supercomputer from NASA because this allows him to calculate the exact position of any satellite in orbit. This in turn allows him to use any satellite as a kill sat by bouncing his Shrink Ray off it.
  • The Maze: Big Bad Marcus Valorium has constructed an elaborate maze beneath his observatory headquarters. He uses a Trap Door to drop Tannehill into it where she is forced to play a Deadly Game of Cat and Canary against his henchmen Rudy and Greta, with Valorium guiding his henchmen through the maze while Tannehill's partner Chenault guides her.
  • Mistaken for Servant: When Paige Tannehill arrives at the computer lab to collect Jack Chenault, he assumes she is one of the staff delivering the Allen wrenches he asked for. He is very irritated when she says she doesn't have them, and it takes her some time to get him to listen long enough to explain why she is actually there.
  • Monumental Theft: Authorities are baffled as to how Valorium managed to the X-2 supercomputer, which is two storeys tall. The answer? He used a Shrink Ray.
  • Mugged for Disguise: Happens off-screen. When Chenault is trapped by Valorium and his mooks and about to be killed, tannehill appears wearing the uniform that the tour guide had been wearing earlier and leading a tour group that she uses to extract Chenault.
  • Non-Action Guy: Although Jack Chenault is in excellent physical shape, he pretty much fails at anything to do with spy fieldcraft: he cannot assemble a gun, does not know how to parachute, etc.
  • Only Known by Their Nickname: The Spymaster who heads the agency Chenault and Tannehill work for is known only as 'the Lady'.
  • Pervy Patdown: When Chenault arrives at Valorium's corporate HQ, he is given an extremely intimate patdown by his bodyguard Greta; extracting some very strange noises from Chenault. It looks like she is preparing to jump his bones there and then when Valorium calls them into his office.
  • Pre-Mortem One-Liner:
    Marcus Valorium: Rudy, Greta. Mister Chenault is leaving. Please take him to his grave.
  • Shoe Phone: In keeping with its Tuxedo and Martini flavour, the film uses a lot of disguised gadgets. These include the Gadget Watches, thermite disguised as chewing gum, weighted glasses with a climbing line/garrotte concealed in the arms, etc.
  • Shrink Ray: Marcus Valorium's plan for world domination centres around his new invention: a cosmic ray powered molecular condenser. Or, to put it another way, a giant shrink ray.
  • Smart People Play Chess: When Tannehill first meets Chenault, Chenault's genius is demonstrated by having him in the middle of a chess game against his supercomputer Fred. He loses.
  • Sore Loser: Marcus Valorium still bears a grudge against Jack Chenault for winning a scientific award they were both nominated for 12 years earlier. According to Valorium, this was the only time he ever lost. After capturing Chenault, he forces Jack's partner Paige Tannehill to run through a Death Course as a way og eveing the score.
  • Spell My Name with a "The": The Spymaster who runs the agency Chenault and Tannheill work for is always referred to as 'The Lady'.
    Tannehill: The Lady wants to see you.
    Chenhault: What lady?
    Tannehill: The Lady!
  • The Spymaster: The unnamed intelligence agency that Chenault and Tannehill work for is headed by a mysterious woman known only as 'the Lady'.
  • Super Wheelchair: Evil Cripple and Evil Genius Marcus Valorium has equipped his wheelchair with rocket launchers.
  • Take the Wheel: Tannehill and Chenault are chasing the mooks who have just kidnapped Dr. Webster and his daughter. Flicking a switch Tannehill reveals a hidden, disassembled gun that she tells Non-Action Guy Chenault to put it together and Pop the Tires. As Chenault struggles to assemble the gun, Tannehill gets frustrated and tells him "Take the wheel!" and leans across in front of him to do it herself. Taken completely by surprise, Chenault struggles to keep control of the care (especially as Tannehill's very shapely ass is pressed into his face), and the car swerves wildly across the road.
  • Trap Door: Valorium has one installed in the centre of the floor of his observatory headquarters. After first telling Chenault to take a step to the right, he activates it to drop Tannehill into his elaborate underground maze for the game of 'cat and canary'. Later, Chenault activates it to allow himself and Dr. Webster to escape by dropping into the maze.
  • Tunnel of Love: The secret headquarters for the spy organisation that Chenault and Tannehill work for is hidden under an amusement park. The entrance is through the Tunnel of Love, thus requiring Chenault and Tannehill to make multiple trips together through the tunnel. At the end of the film, Jack bribes the operator to send them through again and they use the tunnel for its intended purpose and kiss.
  • Tuxedo and Martini: This Failed Pilot Episode is very heavily influenced by the James Bond films (the helicopter snatching a car by electromagnet is taken directly from You Only Live Twice), but with only a fraction of the budget.


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