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Episode #19
'HOSTILE TAKEOVER'
by Sue Shakespeare and David Holmes

Featuring: James, I.Q., Tracy, Gordo, Phoebe, Trevor, Mr Milbanks, Coach Mitchell.

Synopsis: Mr Milbanks is driving James, I.Q. and Tracy back to the Academy in the Warfield van one day when a pair of black cars attempt to force the van off the road. In the confusion, Milbanks falls and hits his head, leaving James to take the wheel. The cars' drivers, agents of S.C.U.M., begin to fire lasers, and as the three vehicles approach a sharp bend on a cliff edge, James asks I.Q. to use his boomerang invention to bring the van to a halt, while the other two cars plummet off the cliff - the agents in them just jumping clear in time. The agents are apologetic to a sinister masked figure for 'failing to eliminate' Milbanks, but he assures them that their master plan will still succeed. Milbanks regains consciousness on the road outside the van, James and I.Q. wonder what S.C.U.M. is up to, and they return to Warfield.

On arrival, Milbanks is accosted by a shrieking staff member, Miss Pearce, who has some bad news: the entire Warfield staff has been recalled for extra training. Milbanks is furious and vows to look into it. There's also a surprise for James - his friends have nominated him in the upcoming election for Class President! Unconvinced anyone would vote for him, and unwilling to take part in what's essentially a popularity contest, James isn't so sure about entering - but of course Trevor soon announces his own intention to stand. Later, the whole school is called to a special assembly, at which Milbanks grudgingly announces the staff recall. He introduces his temporary replacement Mr Baxter, who wows the students with promises of no homework or exams - but James thinks he's just too perfect...

As the staff leave, Tracy's upset, but Milbanks tells her they'll be back before she knows it. He also wishes the boys luck at their fencing tournament taking place at Warfield that evening. Baxter takes over, and before long Trevor is attempting to worm his way into the new head's good books, and offers to help with anything he needs. Baxter - who amusingly keeps calling Trevor 'Travis' - takes him up on the offer, asking him to find out what the other pupils talk about and report back to him. Later at the fencing match, trouble's afoot when the visiting team are tackled by S.C.U.M. agents in the locker room, and locked in a closet as the masked S.C.U.M. agent appears, ordering his men to take the visitors' place in the sports hall! James is horrified when a genuinely sharp blade on his opponent's fencing sword rips open his chest guard, and the fight turns real.

As James battles the goon, some more attack Gordo and I.Q., who aren't even supposed to be fencing! Things are looking grim as the opponents' skills are fearsome - but just as James's attacker has him at swordpoint, a mystery ally bursts in and helps James fight off the intruders. Once they've fled, the mystery fencer reveals himself as none other than Mr Baxter! The audience in the sports hall cheers with approval, but James is suspicious. Later on, he voices his concerns to the others in his room: it's almost as if Baxter is running for Class President. The next day, when Gordo causes Trevor to throw beetroot over Mr Baxter in the dinner queue, the gang seize their chance, offering to remove his jacket to clean him up. As they do, James takes pictures of the documents in his wallet with a miniature camera in his watch. I.Q. later runs his records through the computer, but finds Baxter's history checks out completely.

Suddenly, on bringing up the rest of the new staff's records, they notice that all of them have sequential driver's license numbers. This, combined with the fact that they're always working late at night for Baxter, convinces James to go on a surveillance mission. Using I.Q.'s gadgets he clambers across the rooftops of the Academy, firstly spying Trevor, who goes to Baxter telling him that all the students support him - except James! He then watches as all the staff members are called into Milbanks' office for a meeting. Using a drill and eyepiece to view the proceedings from the floor above, James is horrified when Baxter turns a device at his waste, changing before his eyes into Mask, the S.C.U.M. agent. All the other staff members do the same, and turn into the agents who attacked the Warfield van.

As James listens, Mask tells the assembled agents that their mission is to capture Admiral Billings, the head of the British secret service and head of Warfield's board of directors - he's due tomorrow for his annual inspection of the Academy. Once he's removed, S.C.U.M. can infiltrate the secret service. James reports back to the others via the microphone in his watch, but as he removes the eyepiece a chunk of ceiling falls and alerts the S.C.U.M. agents to his presence. Mask orders them to find him, and they chase him onto the rooftops, firing lasers. He runs towards the helipad, where he's attacked by a S.C.U.M. agent (beardy). The others follow, firing their lasers so that, when I.Q. and the others rush out from the dorms, they see James toppling off the roof into the churning waters below!

Distraught and furious, the gang are accosted by Mask and his cohorts, who warn that they'll go the same way if they don't cooperate. Gordo physically attacks Mask, but is overwhelmed. They're told to return to their dorms, as they'll be needed to complete Mask's plan - he orders guards to be placed outside to ensure they don't go anywhere. The next morning, 'Baxter' and his deputy are warned that Admiral Billings is on his way, and prepare to go and meet him. Billings is appalled at the lax new educational standards Baxter has introduced, and is taken inside for an 'explanation'. I.Q. watches from the dorm with a telescope, and decides it's time to fight back - he distributes a range of weapons to Gordo, Tracy and Phoebe. They soon catch Trevor listening in at the door, making notes of all they've said for Baxter - but before he can report back, Phoebe blasts him with a bubblegum gun, fastening him to the floor!

As the gang leaves the dorm, they see Baxter walking through the courtyard with Billings, who's apparently been converted to the new schooling methods. They decide to 'go out fighting', 'for James', and attack - using I.Q.'s boomering to tie up Baxter and Billings, before picking off emerging S.C.U.M. agents with the the weapons. At that moment Baxter turns his cloaking device to reveal - James! The other S.C.U.M. cronies realise they've been double-crossed, and attack with lasers, but James joins his friends in driving them off. Billings congratulates him, and back in Milbanks' office they explain that, during the struggle on the helipad after overhearing Mask's plans the night before, James had altered a S.C.U.M. agent's cloaking device to make him look like James, and it was the agent that got shot off the roof. James then hid, stole another imager, and took the S.C.U.M. agent's appearance, allowing him to stay close to Mask and apprehend him during the meeting with Billings. James then took Baxter's appearance to fool the other S.C.U.M. agents - which is when I.Q. and the gang intervened. With S.C.U.M. defeated, they all have a good laugh when Trevor comes in and is terrified to see Baxter turn into James before his eyes! The crooks are carted off to jail, and Billings thanks James and his friends, telling them that Mr Milbanks doesn't need to know about what went on.


Review: A sense of menace and threat underlies every aspect of this episode, from the attack on the van in normally safe Warfield territory before the opening credits, to the wholesale invasion of the Academy - both physically through the villains' takeover, and psychologically through Baxter/Mask's mind-games with James and Trevor and the removal of the Academy's key authority figures (Milbanks, Mitchell and, to an extent, James). The episode turns the established formula of the show entirely on its head - usually, James is the one encroaching on S.C.U.M. territory in foreign lands, whereas here they've encroached on his home front, and it's a lot scarier than anything we've seen before. It's virtually unheard of for Milbanks in particular to come under direct attack from S.C.U.M. - usually used as a mild antagonist in filler material, he has come to represent a reliable touchstone of normality. When he and the other staff are removed from the picture for 'extra training', the rules are changed and old certainties break down, building up to the midnight meeting in the absent head's office when the new staff reveal their true identities. In a sense, once he is sure Baxter is a fraud, James is forced by circumstance to take nominal control of Warfield, symbolised by his grudging bid for class president. But when he's seen by his friends plunging from the roof and failing to resurface, the others assume him dead, even further heightening the tension that sets this episode well apart from the rest. In fact, in what appears to be a first for the series, one character apparently does die - the S.C.U.M. agent who plunged off the roof looking like James - enhancing the darker mood of the story. While by far and away the best episode conceptually, the realisation lets it down on many fronts (see 'Lows' and 'Blunders & Bloopers' below); this in part is because there's too much good material to fit in a 22-minute slot, and the ending is therefore hurried and anticlimactic. This would have worked far better as a two- or even three-part episode, with far more time to explain all the complexities as well as prolonging the action. But despite the numerous failings this remains a very firm favourite.

Highs:
As well as the overall concept of the episode, there are a number of subtle touches that really work well: Tracy leaning over to take a sip of James's coke in the canteen; 'Baxter' repeatedly getting Trevor's name wrong ('Travis') and James compounding the habit; the gang's emotional last stand against S.C.U.M. at the end. Also, since time isn't wasted on the usual gadget demo session with I.Q., most of the gizmos James uses are introduced naturally in the narrative, which works well here given the time constraints.

Lows: Visual continuity is a huge problem on several occasions to the extent that at times it prohibits understanding - for the outright errors, see 'Blunders & Bloopers' below. But more frustratingly, several important plot points remain completely unexplained. Namely, we never discover how S.C.U.M. summoned away Warfield's existing staff with Billings' assent, and where they were in the interim - did a S.C.U.M. mole within the government arrange a genuine 'retraining' session, or were they actually kidnapped and this was just what Billings and the students were told? Then we have the issue of Billings telling James to keep the events secret from Milbanks; a deeply suspicious move, surely? The headmaster of a school so obviously within the secret service's remit would need to know that it was very nearly seized by enemy agents - if only to implement a security crackdown to see that it doesn't happen again. Meanwhile Mask, the main villain of the piece, is demasked offscreen (we see him in the police van, still wearing the mask), so that we never learn who he really is, despite being teased about his identity throughout given the fact that his face is always covered, either by the mask itself or the cloaking device. Finally, there's no word as to who becomes class president. Arguably these points were never supposed to be cleared up and were deliberately left to the imagination; however, for a show aimed largely at children it seems somewhat remiss not to address them at all, even in passing.

Lines to Remember: James to Trevor after he spills beetroot all over Baxter's suit: 'Travis! Look what you've done to Mr Baxter!'

Gadgets & Gizmos: I.Q.'s home-made boomerang is great for sending S.C.U.M. agents crashing to their doom. He also has a grabber-gun that steals bananas from those in front of him in the lunch queue - and there's now a miniature camera and radio transmitter installed in James's watch, too. For late-night surveillance, there's a mini parachute, and a pair of binoculars with built-in amplifier that can help James hear at a distance, as well as see. But even better is I.Q.'s deadly armoury of confectionery-based weapons: Phoebe tries out the gum gun, while Tracy's device appears to shoot popcorn.

Also on the gadget front this week is S.C.U.M.'s revolutionary cloaking device which, with the flick of a dial, can make anybody look like anybody else! 

S.C.U.M. on the Surface: Very much so. The organisation's plan to infiltrate the secret service is one of their most audacious and dangerous schemes yet. Mask is the most senior S.C.U.M. agent we meet here, but it's clear he's acting on the orders of his own superiors (possibly Scumlord, though he isn't seen or mentioned) within the plot to capture Billings. It's also implied through their ability to remove Milbanks from Warfield that S.C.U.M. may have contacts or agents very high up in government. Mask may even be one of these such contacts, since great care is taken not to reveal his real identity either to fellow S.C.U.M. agents or the viewers.

The plain-clothes S.C.U.M. team seen frequently in this episode (including both the moustached and bearded guys mentioned in 'Blunders & Bloopers' below) also appear at the Rio carnival in another unusual installment, Barbella's Big Attraction. Since both episodes deal with plots apparently run by S.C.U.M. high command it's likely these men are senior special operatives of some variety. They also crop up in two more conventional episodes, Mindfield (which briefly features Scumlord) and No Time to Lose.

The uniformed S.C.U.M. agents seen in the final showdown are dressed in a rare red and black variant as opposed to the usual blue get-up, perhaps suggesting they too belong to a secret/special branch of the organisation.

Loco Parenthesis: Coach Mitchell briefly appears as the staff get on the bus to head for the retraining programme, but has no lines. While his dubious approach to pupil care is a running joke in this guide, his absence here underlines the very different atmosphere surrounding this episode, as James struggles without his mentor; indeed, at one point, he wishes out loud that Coach Mitchell were here. As it gradually becomes clear that the entire replacement teaching staff are S.C.U.M. impostors, Mitchell begins to look like a very enviable option in comparison.

Blunders & Bloopers: Warning: don't read this section if you're easily bamboozled. Where to begin? Most of the confusion here is caused by the appearance-switching that goes on as a result of the cloaking devices. Firstly, in the original footage of the rooftop struggle, it appears to be a bald, bearded S.C.U.M. agent that grappled with James on the roof directly before 'James' fell to his doom; then both the bearded man and a guy with a moustache are seen straight after the fall alongside Mask and the other agents. Duing James's explanation, we're shown that it's actually the moustached man whose form James has assumed and who becomes Mask's deputy of sorts. So whichever is correct, either the bearded man or the moustached man must be James. And yet both appear in the final battle after James has apprehended Mask and taken Baxter's appearance!

To confuse matters further, in James's flashback of the helipad struggle, the artwork for one of Billings's police chaperones is used by mistake instead of whichever of the two S.C.U.M. agents was supposed to have been killed, meaning it's even less clear which one it was. And lastly, Miss Pearce, the Warfield staff member who first informed Milbanks about the retraining, was recalled with the rest of the teachers - yet later appears (with a male voice!) as one of the cloaked S.C.U.M. agents, when she clearly shouldn't be on site at all in any shape or form. To cap it off, the man disguised as Miss Pearce is the very same moustached agent who was helping Mask, and may have died falling off the helipad, and appears just seconds before he emerges as 'Miss Pearce' in the very same scene!

In short - if you want to enjoy this episode without a headache, just assume that all minor S.C.U.M. agents and Warfield staff are completely interchangeable.  

Notes:
Hostile Takeover raises intriguing points about the extent to which Warfield Academy is controlled and protected by the British government and, more specifically, the secret service - which would make sense given that the pupils are the children of high-profile people. Milbanks says it's the Ministry of Education that has called them away for retraining, immediately indicating that it's a state-run school and not in the private sector - while the fact that Billings, the head of the secret service, is also head of Warfield's board of directors and has presumably agreed to the decision, strongly suggests that the Academy is overseen by the intelligence services. We see evidence of this sort of link in other episodes - such as Coach Mitchell and his advanced knowledge of S.C.U.M.'s activities, the fake phone call from the Prime Minister in Earthcracker (which Milbanks is quick to believe is real), and the revelation in The Beginning that Warfield used to be a counterintelligence training base, explaining the secret passage in Milbanks' office.

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