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U.N.C.L.E. and Thrush race to acquire a dress. Its pattern forms a code of Thrush's five-year report, and Thrush can't let it fall into U.N.C.L.E.'s hands.
A used car salesman inadvertently gets hold of a valuable piece of microfilm that Thrush wants, and U.N.C.L.E. has to recover.
While in Rome, Napoleon is forced to plant a stolen formula on an American tourist, Darlene Sims. Thrush sends in ladies man Count Cesare Guardia to woo Darlene and recover the formula. However, things become complicated when Cesare and Darlene fall in love.