'Somewhere in the United States' reads the subtitle of the educational film within a film. We see a limousine guarded by a plainclothes security agent. Terrorist hitmen draped in black surround the agent. He opens fire on the terrorists and cuts down one of the would-be assailants. The agent runs to a jeep and beats the crap out of another terrorist. The enemy hops into the jeep and tries to drive off (backwards?), but the vehicle crashes into some conveniently placed drums of gasoline. A fireball consumes the jeep. The now-flaming terrorist leaps out of the car. The main agent smiles as the burning man's agonized screams fill the air.

The film ends and the classroom lights are switched on. John Trevor (Leslie Nielsen - also wearing an athletic suit) -addresses the men from a podium. His second-in-command Frank Lassiter (Gary Lockwood) observes from nearby.

"Now what you've just seen is a reenactment of a successful interdiction operation that took place six years ago. Interdiction and protective reaction: those will be your areas of duty. This unit which you're all so hot to become members of came about because of the events that occurred in the early sixties. It is the only effective means of combating political assassinations … by the interception and destruction of the assassin himself."

"Now you men have been carefully selected for this program because of your high level of performance in the battlefield and your high level of performance in physical endurance. But as your training progresses, you'll gradually reach a point of acceptance where you'll begin to surpass … everything that you have ever done before. You will reach goals that you never dreamed possible. And to accomplish this, you will be given vitamins to increase your stamina … chemical injections to expand your mental capabilities … injections to assist you in both physical and mental control. You'll be programmed to respond instantaneously to any given stimulus. You will become a reflex of a highly directed unit of force. You will be taught how to use everyday objects as weapons. Everything from a toenail clipping to a briefcase.

"CONTROL! Control will be emphasized throughout your training. Control - Control is… the KEY!!!" Twinkly music signals a marked behavioral change in Trevor. He holds his head as if in pain. Disoriented, he exchanges a nervous glance with Lassiter, then continues.

"When you're finished here, you'll be assigned to safeguard specific individuals and institutions. And because of your training here, you will be set apart from other security agencies and military establishments. In other words, you will operate independently.

"I am your commanding officer. You will refer to me only as Mr. Trevor." He points to Lassiter. "This is your second-in-command. You will address him only as Mr. Lassiter."

Trevor exits the briefing room. Lassiter calls the men to attention.

Lassiter yells, "STAND!!! What's your project?"

The men holler back, "KILL!!"

"Again."

The men repeat, "KILL!"

"What's your priority?" asks Lassiter.

They answer, "ONE! PRIORITY ONE!!!"

We cut to Trevor's office. Trevor stares dreamily out his window as Lassiter enters. "Here are the dossiers of the new men," offers Lassiter. "Just leave them on my desk," Trevor replies with vague disinterest. Lassiter says, "One of them had a couple of tours in 'Nam. He looks like a top prospect for a VIP bodyguard. I'd say the reaction to the film was excellent - didn't you?"

Trevor turns around and replies sarcastically, "Oh yeah. I wonder what the new men would feel if they saw what the star of that film looked like today."

Lassiter launches into a preachy rant, but Trevor coolly cuts him short. "I've had The Project for six years, Frank. I've had enough." Lassiter grows edgy, "OK - now you're the head of it. Doesn't that mean something?"

"The program has changed now, can't you see that?" insists Trevor. "The Project is different. There's more drugs now, more mind control. The whole thing is wrong, Frank."

"Have you had your injections today, John?" Lassiter asks anxiously. Trevor turns away from his friend and pauses. "No, I had no injections today." Lassiter explodes, "What you're thinking's dangerous! Withdrawal has to be gradual. You need to be deprogrammed. If you're not deprogrammed, you'll be a menace to society and to yourself - and you know that. Nobody gets out. Not you. Especially not you!"

Trevor shakes his head. "I've been training robots here for six years. For defensive purposes - that's what I've been told, That's what I tell them. I wasn't born yesterday - neither were you. We're being trained as HITMEN! We can be used as political, corporate and commercial weapons and you know damned well that's exactly what's happening!"

Exasperated, Lassiter asks, "So what the hell are you going to do it?" Trevor replies, "I can hold a press conference … blow the whistle on this Pandora's box and put the whole damned thing down the toilet where it belongs."

"You can't do that and you won't do that," insists Lassiter. Suavely, Trevor states, "Frank, I'm going out."

Lassiter nods. He dials the phone and asks for a medical survey team. Trevor karate chops Frank's neck and knocks him out. "I'm sorry Frank," Trevor says (in his best dynamic Leslie Nielsen voice) as he exits his office.

Trevor leaves the military compound in a snappy red car (all to the tune of "The Lonely Man" theme song). At the main gate, two checkpoint guards ask him to step out of his vehicle. Trevor somehow manages to knock both men out WHILE STILL SEATED behind the steering wheel.

We cut to a time-honored Girdler staple - a shot of an airport. Trevor lands in Manila wearing identity-cloaking sunglasses and carrying a steel briefcase. He hails a taxi and drives to a remote scenic area. As he walks through a peasant village, a large group of children congregates behind him Pied Piper style. Sensing these children have never been instructed not to take candy from strangers, the military killing machine throws sweets at the kiddies. They laugh and cheer as Trevor continues his 'Lonely Man' journey.

The film abruptly jumps to a dramatic shot of a roaring ocean framed by magnificent mountains. I'm not sure whether we are to assume that Trevor traversed this rough terrain on foot, but the next thing we know, Trevor arrives at a posh seaside bungalow. He rings the doorbell.

"Go away," calls a voice from inside. Trevor ignores the command and slides open the front door. He enters a dark room. Suddenly, a muscular black man grabs Trevor from behind. Trevor elbows the man in the stomach, spins around, and poises to strike. The sound of a cocked pistol stops Trevor in his tracks.

A raspy voice teases, "You should never go into action with a recon in the area - friend." Trevor points to the wheezing black man. "My old friend Hook here ambushed me," John explains with a smile.

A wheelchair bound man approaches Trevor. "You son of a bitch. One of these years, when you manage to drag your ass to Manila without any advanced planning, I'm going to put another hole in it for you, whether I know who you are or not."

Trevor grins warmly, "I had to see an old friend, Carl. You alright, Hook?" Before Hook can nod in reply (he's a mute), Carl interrupts, "Never about mind that you two, let's have a drink. Hook, break open the good booze, will you? As for you, you S.O.B., you got about two minutes before the bourbon hits the glass, and I want a complete rundown of your activities for the last four years. Now let's make it! (!?!)"

Time passes as the three swap stories and guzzle booze. Carl Wagner affectionately discusses fantastic ocean missions of long ago. Trevor grows serious. "You were always meant for sea command, Carl. It was my fault. I should never have never enlisted you into The Project."

Carl responds caustically, "The Project! I should have quit that after that training film we made. What the hell ever happened to that anyway?" Trevor flinches, "Oh, it's around." Carl continues, "Me and Hook - we were the best. Aw, we drew a rough assignment, but I tell you when that chips magazine went up, it was a sight to be see."

"Carl, I'll never forgive them for what they did to you- to you both," Trevor says remorsefully. "And it's happening to us all mentally." Carl turns somber, "You mean they went on with that - after the war, all of it? That's not right for you! Cut them loose. Let them sink in their own swill!"

Trevor replies, "Maybe I've done that …" He grabs his head as twinkly music signals the symptoms of drug withdrawal. "Hey, you OK?" asks a concerned Carl. "Yeah, no, I'm fine" is Trevor's unsteady answer.

"Why don't you come out here with us?" poses Carl. "We can have a full crew just the three of us." Trevor shakes his head. "Things can't be like they were, Carl."

"Just remember, John: you can't forget the past," Carl offers cryptically. "Oh I know that," answers Trevor. "That's the trouble. And I gotta keep moving." Carl turns to Hook and commands, "Hit him again he's falling behind!" As the three prepare a toast for old time's sake, Carl bursts into a violent coughing fit. Trevor shoots Hook a fearful, knowing glance, then the old chums resume partying.

We cut to a shot of a fancy private AIRPLANE LANDING. A limo pulls up to the plane and some Asian mobsters hop out to greet the VIP passenger. A pudgy Asian gangster dressed like Mr. Roarke from Fantasy Island exits the aircraft (played by Vic Diaz). In broken English, he announces to his aide (who wears sunglasses at night) that "Trevor was part of a top secret program in the United States. There are many other convicts willing to pay any price for what he knows. We will comb the entire island if we have to, but I want him alive." The aide assures him, "We will find your man, sir."

The film returns to Trevor, who's standing outside the bungalow and staring at moonbeams reflected atop the ocean. Hook decides to join him, and brings some booze along for good measure. Trevor begins rambling to the mute man. "Way I figure it, we've got $300, 000 in the kitty. I'm going to take half; you can keep half. When's the last time you took him to a doctor? Anyway, when I get to wherever I'm going, I'll refill the kitty. You tell him I won't be back for a while. Wish I could buy back his legs and give him a day on the bridge of a destroyer. You go on to bed - I know where my bunk is." Hook nods and leaves the lonely hitman to his solitary thinking. Trevor whispers an Oliver Wendell Holmes line into the darkness. "And the harpies of the shore shall pluck the eagle of the sea."

Trevor wakes up the next morning and launches his private male grooming ritual. He looks unwell and shaky. He throws on a trθs 70s khaki shirt and goes out to the main room where Carl greets him with piping hot coffee.

Trevor announces, "I'm going to take the old car. I need a boat, Carl." Without hesitating, Carl scribbles something on a piece of paper and hands it to Trevor. "Give me a couple of days, then call this number … his name is Katilis."

In mock interrogation style, Trevor fires off questions at Carl. "When's the last time you saw me?" asks Trevor.

"Maryland in 1970" answers Carl.

"What'd I look like?"

"Like hell."

"What will you do if you see me again?"

"Lay you on your butt for the twenty bucks you still owe me."

Trevor nods as if satisfied. "If anybody comes by, I wasn't here."

Carl smiles, "Friends?"

Trevor grows cold. "Who's got friends, Carl?"