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Sydney and Vaughn wake up together for the first time the morning after they finally made love. She tells him that she graduates that day... she hadn't planned on going, but was lying there, remembering why she'd pushed herself to finish school... despite believing she'd never really be free of the CIA. She's decided to resign and get on with her life.

Kendall refuses to accept her resignation on the basis that there is still much work to do in the aftermath of the Alliance take-down... besides, Sloane is still out there. He asks Jack for help in convincing her to stay, and Jack encourages Sydney to think about it before she makes any rash decisions. She's still determined to quit, so Kendall tells her that if she does, she will no longer have clearance to see her mother... as civilians are not allowed into the facility.

Sydney goes to see Irina and tells her what she's thinking. Irina tells her that she doesn't owe her any second chances and not to make the decision about her. She tells Sydney that if she decides to stay in the CIA, she won't see her anymore. Irina tells her to take care, and Sydney walks away, leaving a suddenly tear-stricken Irina behind in her cell.

Sark kidnaps a mathematician named Neil Caplan and his family at an aquarium. Sloane needs Caplan to help him assemble a Rambaldi device.

Sydney is preparing to attend her graduation ceremony when she gets a call from Sloane. He congratulates her on her achievement, and lets her know that it was he who provided the information she needed to take down the Alliance. He threatens to kill her if she should get in his way, as he knows she will definitely come after him. She skips her graduation and goes immediately to the JTF to inform the team of his call. Kendall tells them about Caplan's abduction. Caplan was a specialist in "knot" theory, or the study of geometric objects and how they fit together. The CIA has been unable to locate any Rambaldi artifacts in any of the Alliance holdings, so they assume that Sloane stole them in his escape, and needs Caplan to assemble something for him, which they presume to be some sort of weapon.

Sloane introduces himself to Caplan and explains his purposes for having taken him and his family. He shows Caplan a Rambaldi manuscript detailing the device he wants to have built.

After his debriefing, Sydney goes to tell Dixon personally that he's been cleared and has a job with the CIA if he wants it. She tries to apologize for having lied to him, but he's still angry and tells her he never wants to see her again. Marshall on the other hand, is thrilled to be back in business, and eagerly goes about getting settled into the JTF. Sydney immediately calls upon him to access Sloane's computer to see if they can get a lead on where he might have gone. Dixon goes home to tell his wife the truth about his work in intelligence. Understandably angry at having been lied to, she leaves.

Meanwhile, Marshall is able to recover one small piece of data from Sloane's computer that leads them to Holden Gimler, a cybernetics technician in Van Nuys. Jack goes there and discovers his body. Aware of the Alliance's practice of using tracking devices, he assumes Sloane hired Gimler to build a device to disable it. They retrieve some video footage and are able to hear a phone call Sloane made after murdering Gimler to an airstrip in the Mojave, where he'd chartered a plane to move his Rambaldi artifacts.

Sydney and Vaughn infiltrate the airstrip, and Sydney downloads flight data from the plane Sloane chartered. After a brief scuffle with a guard, she and Vaughn get away with the information they need.

Dixon's wife, Diane, returns home, and he tells her he's been offered a job with the CIA. She tells him that was not the life she signed on for, and if he takes the job, he does it without her.

After Sloane threatens to kill Caplan's son, Caplan agrees to build the device, but says he needs the magnetometer he'd created for the Swiss Polytechnic. Sloane is aware of this and has already made plans to acquire the item.

The CIA tracks Sloane to Zurich using the flight data Sydney had acquired in the Mojave. Vaughn suggests they go to Zurich to see a headhunter he's used in the past to find out what Sloane might be up to. While there, they learn that Caplan's wife and son are at that location, and after securing them, they are able to use one of the guard's cell phones to get a signal on Sloane. They track him to the bank holding the device Caplan needs, and intercept him in the lobby as he is trying to leave. In a short stand-off, Sloane tells Sydney the lower level of the building is wired with enough explosive to level the block, and that she has no choice but to drive him away from there, or his associates will detonate the explosives.



Irina: "Congratulations. Your father told me about your success. What about your associates at SD-6... you had friends there, yes?"
Syd: "I haven't seen them yet... they're still being debriefed. I'm sorry that I haven't been to see you in a while."
Irina: "I understand. I'm sure this has been overwhelming for you."
Syd: "I graduate today."
Irina: "I know. I would think you'd be more relieved, with SD-6 and the Alliance gone."
Syd: "I'm thinking of leaving the CIA, which would mean giving up my clearance to see you."
Irina: "You're too forgiving, Sydney. Don't pretend I'm something I'm not. I've never been a real mother to you, and you don't owe me a second chance. If you make this decision about me, you're a fool. In fact, if you decide to stay, I won't agree to see you anymore. Take care of yourself."



Sydney drives Sloane away from the bank, hoping to stall until the explosives are disabled and she can take him into custody. Sark realizes the bomb has been disabled and moves in to extract Sloane before Sydney can kill him. The bank officials refuse to tell them what Sloane took from their vault, and Sydney is angry that the CIA didn't do more to capture him.

One night as Sydney and Vaughn return to her apartment, Weiss calls Vaughn on his cell phone to tell him Kendall has called a meeting. While on the phone, interference on the line leads Vaughn to discover one of the bugs that has been placed in Sydney's apartment. The CIA sends in a "cleaning crew" to sweep the apartment. Jack orders Syd to make a list of anyone who'd been into the apartment, and any conversations that might have taken place. He takes the bug Vaughn retrieved to Marshall, who informs him that it was one he'd actually built for Sloane at SD-6. He tells Jack that he thinks he can trace the signal back to its source.

Fake Francie discovers Sydney knows about the bugs, and calls Sark to find out what he wants done about it. Sark informs her to give them a suspect. She murders the plumber and frames him to cover her tracks.

With the Rambaldi device completed and successfully tested, Sloane goes to Kandahar to meet with a Pashtun warlord names Ahmad Kabir. He tells Kabir that he needs partners in his new enterprise and entreats upon Kabir to join him. Kabir wants some sort of proof that Sloane can deliver on his promises, and Sloane offers a demonstration of the Rambaldi device, allowing Kabir to choose his own target.

Meanwhile, the CIA learns that Sloane is in Kandahar with Kabir. They know only a general area where Kabir is located. The only person to ever successfully infiltrate that location was Dixon, on assignment for SD-6. Sydney goes to him for assistance in obtaining the location, and he refuses.

Needing to find other means of getting the information, they bring in Will, who has done research on Kabir for them previously. He tells them about Kabir's ex-wife, who gained her freedom after the fall of the Taliban, and who is now living in Mexico City. Vaughn and Sydney travel there to ask her to tell them where Kabir is located. She refuses.

In the meantime, Kabir has asked that Sloane prove himself by killing his ex-wife. So, as Sydney is going in to meet with her, Sark is there, activating the device. The CIA picks up suspicious communications via Echelon that indicate some sort of terrorist act in the area and order Sydney and Vaughn to leave. Sydney takes the ex-wife by force, and they get away, just as the device, a suitcase neutron bomb, reaches full power.

Sydney and Vaughn return to the church, from which they'd taken Kabir's ex-wife into custody, to find dozens of people have been killed... burned alive. Upon seeing what has happened, Kabir's ex-wife agrees to help them and gives them his location, along with a layout of the facility.

Sydney goes in alone to recover the device, and hopefully capture Sloane. The information turns out to be old, and she's taken into Kabir's custody. Kendall refuses to send a team after her, because Kabir has this "doom's day device". Desperate, Vaughn goes to see Dixon and forces him to help save Sydney. They successfully infiltrate the facility, recover the device and rescue Sydney.

Back in Los Angeles, Sydney and Dixon make peace, and Dixon takes the CIA job. Jack tells Sydney that they'd found her plumber, murdered, along with evidence that he'd bugged her apartment. She finds out that there was video, as well as audio surveillance.

Sark questions Sloane about his actions in Kandahar, and Sloane reveals the reason he went there... to recover a missing piece of Rambaldi's manuscript.



None for this episode



The episode opens with the assassination of a high-level Russian arms dealer and his bodyguards when the elevator they are riding in is sabotaged and plunges to the basement level of the building. Sark breaks into the wreckage and steals the arms dealer's wallet. Back at the JTF, Kendall is debriefing Jack on the situation. The arms dealer was listed among Irina's contacts when she turned herself into the CIA, and he suspects that Sloane might have had a hand in the man's assassination. Jack goes to visit Irina to learn what Sloane might have been after. She questions him about why he isn't trying to convince Sydney to leave the CIA, and he informs her that as long as Sloane is free, Sydney won't resign. Since Irina does know what Sloane is after, she and Jack devise a plan that would lure Sloane into the open, allowing the CIA to take him down and give Sydney a reason to get out of the life of being a spy.

Vaughn and Sydney are playing hockey on their day off, when Sydney is paged to return to the JTF. There she learns that Vaughn is under investigation by Counter Intelligence because of some suspicious activities they've detected over the course of several months. They coerce Sydney into cooperating and ask her to make a hard copy of Vaughn's computer, in order to verify certain pieces of information they have gathered in their investigation.

Jack proposes his and Irina's plan to Kendall, who is reluctant, despite Irina's previous record of cooperation. Jack convinces him that this is their only real chance to grab Sloane, so Kendall finally gives the approval for the operation. Jack informs Irina, and Marshall injects a sub-dermal tracker into her shoulder, on orders from Kendall. They leave immediately for Bangkok, to contact one of Irina's former contacts whom they believe has the item Sloane is after... Rambaldi's study of the human heart.

In Bangkok, Irina learns that her contact, Stuka, has sold the manual to a man named Chang, who is in Hong Kong. She murders Stuka and his guards, but is almost killed herself by a fourth guard she had not seen. Jack saves her life, and they fly to Hong Kong and recover the manuscript. Despite earlier claims that her Rambaldi obsession was in the past, Jack notices her obvious elation upon recovering the document. They return to Los Angeles, where Irina begins working to decode the manuscript, ostensibly for the CIA.

Upon learning of Jack and Irina's mission, Vaughn is angry that he and Sydney were kept in the dark and not made a part of the operation. Sydney assures him there is nothing to worry about, and while he goes to take a shower, she grabs his computer in order to make the copy for Counter Intelligence.

The next morning, Will and Vaughn share breakfast, and Will tells Vaughn that he's been having dreams where he tells Francie of his involvement with the CIA. Vaughn assures him that this is normal due to the excitement of the job and anxiety of keeping secrets in the beginning, and that it will pass. Later, Sydney is watching Vaughn in the Rotunda and notices something suspicious. She confronts him about whether or not he was keeping secrets from her. They argue, and he finally shows her the key to his apartment he'd planned on giving her that night at dinner. Feeling awful, she returns the disk to Counter Intelligence and informs them that she will not spy on Vaughn for them, and that she also didn't copy his computer's hard drive. This announcement puts her in danger of being considered an accomplice to his actions.

Meanwhile, Sark informs Sloane that Irina had been to Bangkok to meet with Stuka. Upon Sloane's order, he contacts Irina through one of their e-mail protocols and asks for a meeting to negotiate the purchase of the Rambaldi manuscript. Elated that their plan seems to be working, Jack informs Kendall that he will set up the meeting to take place in Panama, and that he will need Delta Force to back them up.

In preparation to go on the op, Irina asks to see Sydney to tell her that she loves her... in case something goes wrong and she doesn't make it back.

In Panama, Jack and Irina review their operational plan, and Irina suggests that he remove the tracker from her shoulder... to prevent Sloane from discovering she'd been tagged, should he do a scan. Jack removes the tracker, and old flames ignite, bringing them together for the first time in over twenty years.

Back in Los Angeles, Francie hypnotizes Will to gather information about the work he is doing with the KH-11 satellite. He gives her the orbital location and control codes for the satellite.

Weiss tells Sydney that Vaughn is about to be formally charged, so she tracks him down, and witnesses him purchasing intelligence from an unknown source. She confronts him and tells him about the investigation. He explains that he'd been investigating Irina on his own for over three months... frustrated by the thought that she was trying to manipulate them and he was somehow helping her. He shows her dozens of records... all of which prove nothing. He's finally concluded that she's not deceiving them... that she's clean.

Jack delivers Irina and two Delta Force guards to the location where they'd agreed to meet Sloane and drives away to observe the meeting via satellite. Sark shows up without Sloane, and Irina convinces him to allow her to take the guards with her. They drive away, but the CIA loses access to the visual feed. Francie had given Sloane the control codes for the satellite, and he had disabled it. Kendall orders Jack to track her with the device in her shoulder, and Jack has to admit that he cannot. He orders Kendall to send in the Delta Force team via helicopter to maintain a visual on the car. Delta Force loses visual contact momentarily, but is able to stop the car at the end of a pier. Jack discovers the back of the limo is empty and asks Kendall to check the manuscript they have in storage. It's gone.

Meanwhile, Sark reaches their destination and murders the guards with Irina. Sloane arrives, and Irina hands over the manuscript, thanking him for facilitating her extraction from the CIA.



Irina: "Why haven't you tried to convince Sydney to leave the CIA? You and I know better than anyone... she should leave this life while she has the chance."
Jack: "Sydney can be stubborn. Where she got that from is anyone's guess."

"Let her go. Play with me instead."

"You know me... I love games."

"I never thanked you for everything that... for raising our daughter."

Irina: "I wanted to see you because it's going to be dangerous... setting this trap. I hope it goes well, but there's no guarantee. So, whatever happens, there's something I need you to know. Sydney, I love you."
Syd: "Mom..." Irina: "You don't have to say anything. I'm pretty sure I haven't earned... very much... and that's okay. This was just something I needed to say."

Irina: "There's one thing... the tracker you put in my shoulder."
Jack: "You want it removed."
Irina: "If they discover I've been tagged... it's over. We both know that."
Jack: "Of course, Kendall would have me court-martialed for this."
Irina: "Kendall's not as smart as you are."
Jack: "Got it. You ok?"
Irina: "This is nothing. We need to be up early."
Jack: "Yes."
Irina: "We should get to bed."
Jack: "Yeah. We should."



The show opens with a gunfight between Sydney and Irina in a tunnel, ending with Sydney shooting her mother. The scene ends with Syd kneeling over a body and crying.

Cut to five days earlier...

Vaughn turns himself in after speaking with Sydney. He's stripped of his badge and weapon and led off to interrogation by Counter Intelligence agents. Sydney goes to her father to ask his help in getting the charges dropped against Vaughn, who was only checking up on Irina. Jack tells her that the mission in Panama had not gone as planned, and that Irina had betrayed them again. Sydney protests, saying that Sloane most likely kidnapped her, and Jack goes on to explain that Irina had stolen the Rambaldi manuscript from the CIA.

Dixon finds Sydney in her mother's now empty cell. She shows him her mother's earrings, which Irina had left with instructions that they be given to Sydney. He tells her that Kendall's called a meeting to discuss options for capturing Sloane and Derevko, but that no one expects her to attend if she doesn't want to.

Sloane, Sark and Irina are traveling away from Panama on Sloane's jet. As they discuss their next move - stealing a genetic database - conversation turns to Emily, and Irina asks how she is. Sloane explains that while in remission and doing well, she was having a hard time adjusting to their new life, and was missing Sydney. He tells Irina that he and Emily had always loved Sydney and thought of her as their own. Irina dismisses Sark and tells Sloane that she sees through this façade of "loving husband" he is portraying. She warns him never to speak to her of his love for her daughter again.

Back at the JTF, Kendall debriefs everyone on the recent events in Panama, and that Irina escaped their custody. Due to Jack's previous knowledge of the fugitives, he's been given operational control of the task force. Jack takes over and explains that their sole purpose will be the apprehension of Sloane and Derevko. He begins to explain that Derevko had been tagged with a passive tracking device, when Marshall interrupts, explaining that the device he'd injected into Irina was not passive. Jack informs them that he'd removed that device in case Irina was swept for bugs, and without her knowledge, he'd injected her with a passive transmitter... leaving everyone to ponder how he'd managed to do that. Jack explains that the transmitter should become active in twelve hours, and that a tactical team was on stand-by, ready to move when they had a location.

After he's cleared, Vaughn finds Sydney at the CIA gun range engaged in an intense target practice. They discuss Irina's escape, and Vaughn encourages Sydney to remove herself from the task force, as no one should have to hunt down their own mother. She refuses, and he goes on to say that if she hesitated in a direct confrontation with Irina, it could cost Syd her life. Sydney takes aim at another target and assures Vaughn that she will not hesitate to shoot if given the chance.

Kendall and Jack have a brief power struggle, with Kendall angry that Jack had convinced him to let Irina out based on arguments he obviously had not believed, since he'd gone to the trouble to tag her with the passive tracker. Jack assures Kendall he's not after his job, and that as soon as they are all captured, Kendall can resume control. Marshall interrupts to tell them that the tracker has gone active, and the team tracks Derevko to Stuttgart.

The objective is to take down all three: Sloane, Derevko and Sark, so until all three are confirmed present, the team is only to observe their activity. While Irina is inside the facility, Brucker Bio-Tech, acquiring the database, the CIA team pulls up out front. They are immediately spotted by Sark, who moves into the building to warn Irina, who has gone radio silent. He scans her for bugs, and locates the transmitter Jack had injected into her chest. Using cardio paddles, he fries the tracker and kills the signal. While Irina copies the database, Sark rigs the building with explosives to cover any traces of their having been there.

The CIA team moves in and Sark shoots Vaughn in a stairwell as he's on his way out of the building. The bullet hit Vaughn's vest, so after helping him up, Sydney leads him into the hallway, where Irina catches their attention, luring them out of the building just before it explodes. Irina and Sark successfully escape, and she warns Sloane that they were compromised, suggesting that he and Emily leave Tuscany until they can be certain his location was not exposed as well. They agree to meet at the airfield and take his plane to a safe location.

In a debriefing after the failed Stuttgart mission, Will is explaining the nature of the research conducted by Brucker. Marshall gives several possibilities for weapons that could be created using that information. As the meeting breaks up, he questions Sydney about her report that Irina had called out to her. Jack states that Irina probably wanted to save Sydney's life... a theory she rejects out of hand.

Arvin and Emily board his jet to meet Irina and Sark. Emily is naturally confused about why they had to leave so suddenly, and she grows impatient waiting for Arvin to explain. Irina makes her presence known, and greets Emily warmly. Emily is shocked to see "Laura", whom she's thought dead all these years. Irina passes the database off to Sloane and leaves them to talk. Emily demands the truth, and Arvin tells her his plan.

Will and Francie go out to dinner with Sydney and Vaughn, and in an awkward moment, Francie gives Vaughn a gift... a tie she'd seen that had reminded her of him. Both Will and Sydney are understandably confused by this gesture. Before more can be said, Sydney and Vaughn are paged. Upon reporting into the JTF, Jack shows them security footage from the American Consulate in Florence, where Emily has turned herself in, wanting to cooperate, but demanding to speak to Sydney. Sydney takes the meeting, coming face-to-face with Emily for the first time since her "death". She agrees to help bring Arvin in, but demands that he not be given the death penalty. Sydney secures this in writing, and Emily signs the agreement, divulging Sloane's location. Sydney tells her that she'll be wired, and although the operation would be dangerous, the CIA would protect her.

Sloane contacts Irina to tell her he wants out. He'd rather sell her the bulk of his Rambaldi assets than lose Emily. They agree that Irina will pick the database up from him in Tuscany.

The team moves in and surrounds the villa, listening to a nervous Emily ramble over the wire. Sloane and Irina arrive to make the exchange, and while Irina is getting the disk, Arvin goes to Emily and apologizes... promising that he's really getting out for good. She breaks down and shows him the wire, but agrees to escape with him. The CIA takes the house when the wire signal is lost. Sloane leads Emily into a tunnel that will lead them out of the house, and Irina provides cover fire, before following them into the tunnel herself. Sydney is close on her heels and they exchange fire. Irina reaches the escape hatch and climbs up the ladder, but Sydney stops her, shooting her in the arm. Irina drops the disk, but manages to crawl away. Meanwhile, Dixon is on the roof with a sniper rifle trained on Sloane as he and Emily run across a field to Sark, who is waiting in a helicopter to extract them. He doesn't have a clean shot, but fires anyway. Emily goes down, and Irina manages to drag a devastated Sloane into the waiting helicopter. All three escape capture again. Sydney rushes to Emily's side and the team calls for a medic, but it's too late. Emily is dead.

That night, Sydney and Vaughn are in bed, and he's trying to comfort her in the wake of Emily's death. They hear a noise, and Syd traces it to her mother's earrings on her nightstand. They realize the earrings are transmitting in Morse code and take down the message: "Truth takes time."



Irina: "I see through you... you must know that."
Sloane: "This is who I am."
Irina: "You may need to think of yourself as an honorable husband... father-figure... but I don't. I will never see that man in you, which frankly, is why we have this agreement."
Sloane: "You need to get some rest."
Irina: "Never talk to me about your love for Sydney again."

Sark: "There's a tactical team with a van out front... we've been tracked. I've swept myself. I'm clean."
Irina: "Jack..."
Sark: "I don't understand. When we extracted you from the CIA, we scanned you for transmitters."
Irina: "Well, it must've been on a time delay."

Irina: "Hello."
Emily: "I don't understand. Laura, I thought..."
Irina: "Arvin will tell you."



Sydney and Dixon wait with Emily's body to be picked up by the mortuary. Dixon confesses that he had not had a clean shot at Sloane, but he'd taken it anyway. Sydney tells him she might have done the same thing, and that she doesn't blame him.

Sloane and Irina meet to talk about the next move in their game plan. He tells her he wishes he'd never heard the name Rambaldi and wants only to avenge Emily's murder. Sark comes in to say that he's successfully downloaded a copy of the database Irina had dropped in Tuscany, and that he believes Caplan would be useful in decrypting it.

Frustrated by the lack of leads in the search for Sloane and her mother, Sydney questions why Elsa Caplan had not been interrogated more thoroughly. She visits her, and asks her to come in for induced regression therapy to see if there are any memories that might lead them to her husband. Elsa refuses, and becomes angry when Sydney implies that she's not doing all she can to help them. Later that night, Sydney and Vaughn are going over case files when Sydney notices a repeating number in the Caplan's phone records. She traces it back to a man who is a known operative of the Russian equivalent to the CIA. She takes this information to Elsa, thinking Neil is the Russian spy, only to learn that Elsa is the one working for them. In her investigation, Sydney had uncovered a message with a single Russian word, meaning "endgame", and she relays this to Elsa, who immediately realizes that Neil will die. Frantic to save him, she commits treason and tells Sydney that she'd injected Neil with a tracking device that also contained a cyanide caplet, and the message was telling her it had been activated.

Jack takes Elsa into custody, refusing to consider any other alternative but that she's an enemy agent. Sydney implores him to let her go to Russia to meet with a contact that can help her obtain the locator codes and a tracking device to locate Caplan and save his life. Jack refuses, so Sydney goes to see Elsa in her holding cell and manages to surreptitiously obtain the locator codes. Jack sees this and has Sydney followed.

Meanwhile, Caplan is having difficulty decrypting the database, because he doesn't have the proper equipment. Irina accuses him of stalling, and he attacks her, attempting to strangle her. Sloane comes in and shoots him in the leg. Irina convinces Arvin not to kill him, because he is still useful to them.

Knowing she's being followed, Sydney ducks into a drugstore to purchase a few items that will help her create a disguise to elude her tail. She calls Vaughn and using code, lets him know she is going to Russia. Having completed her disguise, she manages to leave the store in the company of several sorority girls.

Because he'd had Vaughn's cell phone tapped, Jack overhears their conversation, but is unable to decipher her code before it's too late to stop her. He confronts Vaughn and orders him to report his next contact with Sydney immediately. In Russia, Sydney meets with the contact and obtains the equipment she needs to find Caplan. Meanwhile, Jack goes to visit Elsa, consumed with rage and mistrust over Irina's betrayals - past and present. Unable to see beyond the similarities with the two situations, he threatens to take Elsa's child away, and she becomes hysterical, begging him to leave her son alone. Jack realizes that her love for her family might be sincere.

Sydney contacts Vaughn to let him know that she's tracked Caplan to Spain. He tells her to wait for him to get there, volunteering to be her backup.

Because Sloane had requested she obtain a copy of the satellite footage from Tuscany, Francie adds a device to Will's phone that will allow her to tap into the CIA computer mainframe. She contacts him after he goes to work, ostensibly seeking his help in locating a recipe online. While he's searching, she hacks in and downloads the footage, emailing it to Sloane.

As Sydney and Vaughn rendezvous in Spain, Sloane watches the footage and learns that Dixon is the one who fired the fatal shot that killed Emily. He calls Francie and gives her one additional task. Sark is with Caplan when Sydney and Vaughn infiltrate the building. He gets away, taking the disk with him. When Sydney gets to Caplan, she immediately asks if Sloane or Derevko were in the building, and he tells her no. Vaughn goes after Sark while Sydney tells Caplan about the tracker and the fact his wife is a Russian spy. Caplan already knew, as he was NSA.

In Los Angeles, the Caplan's are reunited, and Jack tells Sydney that he's granted Elsa defector status and is having them transferred to a safe location. She tells him that they downloaded the decrypted database from the computer Caplan had been using, finally giving them a lead on Sloane. Jack informs her that if she disobeys him again, he'll remove her from the task force, so finding Sloane and her mother will cease to be her responsibility.

That evening, Sydney and Vaughn have dinner with Dixon and his wife, celebrating Dixon's return to the CIA and the fact that they all have fewer secrets to keep. As they are leaving, Diane is murdered in front of them when Francie detonates a car bomb she had planted at Sloane's request. Back at the JTF, Marshall tells Jack that someone in the office had downloaded the footage from Tuscany.



"We both had to make sacrifices, Arvin. You won't forgive yourself if you stop now. We're so close to knowing what Rambaldi knew."

"What if I told you that your family is not only alive, but we let them go? Call your house... call."

"I hope you're not stalling, Mr. Caplan, because your safe return to your family is no guarantee. Understand?"



Dixon struggles to maintain control in the aftermath of Diane's murder. At the wake following her funeral, Vaughn sees him taking some pills, although he's not sure what they are. He expresses his concern about Dixon's immediate return to duty in a conversation with Sydney, who sympathizes with what Dixon is going through, considering she experienced the same thing when Danny was killed.

While Irina is in Cypress inspecting some properties to replace their facility in Spain, Sark and Sloane discuss the next moves in their plan. Using the decrypted data Caplan had provided, they had located the man they'd been seeking. Sloane tells Sark that killing Diane Dixon had not made him feel better about Emily's death. He wishes Sark luck as he and Irina continue with their game plan, but that he's leaving and doesn't know if/when he'll return.

Due to the information recovered in the decrypted genetic database, the CIA has identified the man Sloane and Irina had been looking for as well. Using Marshall's analysis of the Rambaldi heart manuscript, they discover a string of DNA and determine it is a code key. The NSA becomes involved, taking over jurisdiction of the task force until the man, Di Regno, is taken into protective custody. The code key had allowed them to decode a previously unreadable page of the Rambaldi manuscript. On it had been a list of dates through out history on which catastrophic events had occurred, and there was a future date... two days in the future. Di Regno is located in Panama City, so the team prepares to go after him. Only, they're too late... Di Regno is dead, and his heart had been cut out of his body. Dixon and Sydney go in with the forensic team to document the crime scene, and Sydney finds the fingertip of a latex glove. Marshall is able to retrieve a print and identifies the assassin as Emilio Vargas, who operates out of Guadalajara.

Vaughn speaks to Jack, cautioning him that he thinks Dixon is unfit for field duty. Jack disagrees, and explains that it was him who had introduced Dixon to Sloane in the first place. He was not about to be the one to tell Dixon he could no longer participate in apprehending him. Still troubled, Vaughn requests a session with Dr. Barnett, ostensibly to recommend Dixon be brought in for evaluation.

Dixon and Sydney travel to Guadalajara to meet Vargas in order to find out why he'd killed Di Regno... and why he'd removed his heart. After a brief sword fight, Syd holds him at knifepoint and makes him talk. He is not cooperating, and Dixon loses his cool and begins beating him. Vargas tells them that Di Regno's heart was not really a heart, but a machine. Dixon tries to get him to tell them where Sloane is and the man doesn't know. Sydney has to step in to keep Dixon from beating Vargas to death. Back in Los Angeles, Barnett calls Dixon in to evaluate his fitness for field duty. Dixon questions whether Sydney had said anything to her, and she explains that it's her job to see whether he's ready to go back into the field. After the session, Dixon confronts Sydney and asks her if she'd reported him. She says no, and he tells her that he's been ordered to take a drug test. It is clear to Syd that he has concerns, and he confesses that he'd been taking Vicodin.... although he wasn't any longer. Vaughn comes to tell Sydney that they've located the transport truck moving the heart. Sydney asks if he turned Dixon into Barnett, and he admits he did. She's angry, but he stands by his decision. Later, Vaughn goes to see her to apologize and tell her Dixon's test came back negative for drugs. Sydney knows this can't be right, and goes to see Dixon, who confesses he switched the results. He begs Sydney not to tell Barnett, who has called her in before completing her evaluation. Sydney covers for him, and Barnett clears him for field duty.
The next day, the team is preparing to go after the heart, and Dixon shows up late. He apologizes to Sydney and thanks her for covering for him. She's angry, because he made her lie to Vaughn also, and she makes him promise he's okay to be in the field. He assures her he is. When the team arrives to collect the device, he and Syd move in to retrieve it... only it's not in the truck it was transported in, so they must hurry to search the containers to find it. Dixon takes a guard hostage and threatens to detonate a c-4 device in return for the location. All hell breaks loose as they team thinks he's lost control. The guard finally gives them the container number, and just before Dixon is taken out, the timer runs out, revealing that Dixon had disarmed it and was only bluffing. He tells Sydney that he'd almost committed suicide the night before, but that the thought of his children saved him. Back at home, he turns himself in and receives only a minor infraction.

Meanwhile, Sloane has trekked into the Himalayas to visit the monk who'd started him on his quest for Rambaldi thirty years before. He's angry because he's lost so much. The monk reveals additional information he'd not ever been able to share with Sloane before, as the timing had to be right. We're left wondering what this ominous piece of information is.

The show closes with Sydney and Vaughn sharing ice cream in the park. He's explaining that Dixon will be fine, and she confesses that she'd lied to him... that she'd known what Dixon had done. She explains that she'd never had anyone in her life to disappoint, and that she's sorry for not being honest with him.



None for this episode



After coming home one night, Sydney and Vaughn begin making out in the living room, and as they take off each other's clothes, Vaughn tells her that Jack has assigned him to the investigation into the security breach of the CIA's computers. Unbeknownst to them, Francie is listening to their conversation through the listening device in the tie she'd recently given Vaughn as a gift. She notifies Sark that Will might have been compromised, and that the CIA was now on a "mole-hunt". Sark takes this information to Irina, who is in charge of the operation in Sloane's absence. Sark assumes Sloane would want Tippin killed to prevent the CIA from discovering their Los Angeles asset. Irina tells him that Sloane is gone indefinitely, and that she does not want Tippin killed. She goes on to tell Sark that she's scheduled a meeting with a contact who can help them obtain plans to the NSA facility where the Di Regno heart is being stored. Irina instructs Sark to have their asset frame Will.

Back in Los Angeles, Francie hypnotizes Will and begins implanting cues in his sub-conscious that would make it impossible to answer questions about himself truthfully. She uses a laser device on his eyes, so that he would fail any ocular scan done by the CIA, thus setting him up as the second double. The next day, Sydney and Will are jogging, and she tells him that he now qualifies for a senior analysts position. Suddenly, the FBI descends and takes Will into custody under the Patriot Act on suspicion of espionage. Sydney questions the agents and learns that Jack issued the order.

During the briefing at the JTF, Sydney vehemently protests this, asserting her belief that there is no way Will is a traitor. Jack explains that on two separate occasions, their network had been breached. The first allowed Irina to escape, and the second involved the download of secure footage from the take down of Sloane's villa in Tuscany. Amid Sydney's protests, Jack introduces the idea that perhaps the man in custody they think is Will is actually someone else. He reminds them that Project Helix had been used on two people, and suggests that perhaps "Will" is actually the second double. Vaughn suggests the ocular scan, and Jack tells him that Will is on his way to have that test done at that time; however, Jack goes on to say that a digital video was found among Will's possessions. It was taken using the equipment that had been pulled from her apartment previously. He hands Sydney the remote and everyone leaves the room. She presses play, and she and Vaughn watch in horror as footage of their first night together comes onto screen, once and for all outing their affair to the CIA.

Because of the laser Francie had used on Will's eyes, he failed the ocular scan. Sydney visits him in his cell and explains what is happening. Will remembers research that he'd also done on Project Helix and suggests that they pull his files. He asks if she believes him, and when she asks him a question only he would know the answer to, he is unable to provide all of the details she requests. Dixon is watching on the monitors and sees this, solidifying in his mind that the man they have in custody is an imposter. Jack orders all of Will's records to be analyzed thoroughly for any information that might help in their investigation. Dixon blames Will for Diane's death.

Concerned for Francie, Sydney asks Jack to place protective detail on her friend, and also asks permission to talk with her regarding Will. Jack approves, and Sydney goes home to tell Francie what has happened, providing as few details as possible. She explains the protective detail and tells Francie she doesn't work in a bank.

Research into Will's files leads them to a Dr. Jurgens in Berlin, who supposedly made the equipment that was used to monitor the patients of Project Helix as they underwent the gene therapy. Jack assigns Sydney and Vaughn to go to Berlin and find out everything Jurgens knows about the procedure, as well as the identity of the second double. Kendall suggests that it might be prudent to transfer Will to Camp Harris, and Jack protests. Dixon goes to see Will in the cell and shows him pictures of Diane's remains, as well as the prints recovered from the detonator that match his own. Will tries to convince Dixon he is who he says he is, but fails, as he did with Sydney. Dixon becomes enraged and chokes him, accusing him of murdering his wife. Fortunately, Dixon regains control and leaves a gasping Will on the floor.

In spite of Jack's order that Tippin remain at the JTF, Kendall goes over his head to the Department of Justice and obtains a transfer order to move him to Camp Harris. He orders Dixon to accompany Will in the transport. Meanwhile, Francie phones Sark and tells him that Sydney broke cover with her and she'd intercepted a DOJ transmission regarding Will's transfer. Sark orders her to assemble a team to extract him, and once that was done, she was to kill him.

In Berlin, Sydney and Vaughn meet with a contact that gives them Jurgen's location. They infiltrate a sex club and get him alone, placing him into a compromising position to make him tell him about the second double. He wasn't there and doesn't know who it is, but tells them that Marcovic had been required to use an off-site server farm due to the complexity of the procedure. He tells them that the identity of the double is in those files.

During transport, the CIA is ambushed and a gunfight ensues, with Will taking out a few of the attackers with a gun. Dixon only sees Will firing the gun, and when he escapes, Dixon assumes that he had orchestrated his extraction. Sydney returns and learns of Kendall's order for Will's transfer and is infuriated. In confronting him, she learns of the ambush of the transport convoy. Jack attempts to calm her, but Sydney refuses to believe Will is a double, as that would mean her friend was dead. Jack sends her home to rest and promises to call her as soon as they had a location for the server farm.

Irina meets with her contact to obtain the NSA security plans and learns that their locking mechanisms have changed. The codes she'd acquired while in CIA custody are useless. The contact expresses surprise that she was requesting plans to a government facility, since the current rumor was that she was actually working with the CIA. He tells her that if she can't acquire the new access cards, his blueprints will do her no good.

At home, Sydney is explaining everything to Francie, and Will calls her. She tries to get him to come in, but he refuses, telling her that he can't trust her anymore. Will tells her that the only help she can provide him then was to clear his name. She tells him about the server farm, and he remembers something he learned in his research... Marcovic had owned a farm in Marseilles. He suggests that it might be a server farm... not an agricultural one. Sydney promises that she will go there and obtain what they need to clear him. Sydney is called in, and after she leaves, Francie calls Sark to tell him that the CIA knows about Marseilles. He tells her to stay there and locate Tippin.

When Irina returns from her meeting, Sark tells her about the move to extract Tippin in order to protect their asset. She tells him about the change in security protocols for the facility they need access to. Sark suggests that they go to Marseilles to recover the Project Helix data first, and use it to coerce Sydney into acquiring them the necessary keycards they need to access the facility.

Sydney meets with Jack who tells her that Will's prints were planted on the detonator that was used to murder Diane Dixon. He tells her to take Vaughn and go to Marseilles on an unsanctioned op, in order to recover the information to clear Will. He ignores her protests about the consequences of going behind the DOJ's backs on this, and he tells her he was never cut out for management anyway. While Syd and Vaughn go to Marseilles, Sloane pays Jack a visit at an outdoor café, attempting to lure him back into their partnership. Jack refuses and Sloane leaves. In France, Sydney infiltrates the facility, but is knocked out by Irina, who erases the data Syd is after. She tells Sydney that she's got a copy and will give it to her, in return for a favor. The team hears Sydney struggling over the coms and moves in, but Irina escapes.

The episode ends with Francie picking Will up and driving away with him.



"I don't want Tippin killed."

Irina: "Hello Sydney. I know what you're after. Your friend's suspected of being a double. You believe the information on these servers could clear him."
Sydney: "Nooo! You erased it."
Irina: "I transferred a copy to a secure location. I'll give it to you. In exchange, I want you to do something."
Sydney: "Go to hell."
Irina: "If you don't, you'll never clear Will's name. He'll be tried as a traitor and executed. I'll be calling on you soon Sydney."



In Los Angeles, Sydney is talking her encounter with Irina over with Vaughn, and she expresses concern that perhaps she should have handled things differently for Will's sake. Meanwhile, Marshall is telling Weiss about his disaster date with Carrie, and Weiss starts giving him advice on women. Marshall gets a signal that Irina is transferring the information about Will to Sydney via the CIA server, and rushes to Kendall with the information. It is a DNA string for the person who was doubled. Sydney urges them to step up their efforts to find Will, bringing him in immediately for a comparison.

At a motel, Francie questions Will about what the CIA knows, and he tells her they know nothing about the double. Just as she's about to kill him, a team moves in and takes them into custody. They question her and then release her, but put Will through a battery of tests to compare his DNA with that in the file Irina had provided. Will is cleared, and he apologizes to Sydney for doubting her. Before Sydney leaves him, he asks if a name was attached to the file, and she tells him that it was an A.G. Doren.

Later, Sydney and Vaughn are playing hockey, laughing and talking about taking a weekend trip to Santa Barbara when he is called in to work. Sydney stays behind to practice for a while, and Irina shows up to collect on the favor she'd extracted from Sydney in Marseilles. She gives her the address of Sloane's warehouse in Zurich where he is storing his Rambaldi artifacts. Irina tells Sydney that all she wants is to help her, and she confesses that she'd turned herself into the CIA as part of some elaborate plan to steal Rambaldi artifacts from the US government. She always knew she would betray the CIA, but not her daughter. Irina begs her to raid Sloane's warehouse and then knocks her out, giving herself time to escape.

Shocked to learn that the NSA had been raided and they'd never been told, the CIA calls a meeting at the JTF to go over Irina's intel. Jack encourages them to take a team to Switzerland and see what was at the address she'd provided. Kendall agrees, and also suggests that the Di Regno heart be moved to a secure location, known to both agencies. He tasks Jack with accompanying NSA Director Brandon on this op. He instructs Weiss to tell Will he was free to go.

The team infiltrates Sloane's warehouse to find a bunch of used appliances instead of artifacts. At the same time, the team transporting the heart is ambushed. Brandon is killed, and Jack is kidnapped, along with the heart. As Weiss and Will are talking, Will downloads his research files on Project Christmas, and discovers that A.G. Doren was a kid who participated in that study. He begins searching further to learn who she is.The CIA believes that Irina had set them up once more, using the mission to Zurich as a decoy to distract them long enough for the heart to be stolen.

At an undisclosed location, Sloane confronts Jack, and tells him about the device that is being assembled in the next room. Jack, tied to a chair, asks why Sloane is bothering to keep him alive, and Sloane tells him it's because they are friends. He's still hoping Jack will come around and agree to work with him.

While the team is scouring every bit of intel they possess and calling every contact they have in order to get a lead on Sloane, Irina calls Sydney. She tells her that she didn't know that Sloane would move the artifacts, and she doesn't know where he is... but Sark does. Irina tells Sydney where Sark will be, allowing them to take him into custody and obtain Sloane's location. He tells them Sloane is in Mexico City, and they move in to capture him and rescue Jack. In a gunfight, Irina shows up and helps the CIA take out some of Sloane's men before escaping to the roof. Weiss moves in and recovers Jack, while the rest of the team goes after Sloane, who still manages to escape. Sydney confronts Irina on the roof, and before she dives off the side of the building, she tells Sydney what Sloane believes about Rambaldi, and that only Sydney can stop him. She says "good luck and I love you" and then jumps off the roof, disappearing into the building some floors below.

Back in Los Angeles, Will has discovered that Francie is the double, and he leaves a frantic message on Syd's voice mail, just before Francie attacks him. They fight, and she stabs him. Vaughn drops Sydney off and tells her he'll be back after the debrief, as he's booked their weekend in Santa Barbara. Syd listens to Will's message and learns the truth. She and Francie fight, and Sydney finally manages to shoot her, before passing out.

She wakes up in an alley in Hong Kong, with no memory of how she got there. She phones in and Kendall sends her to a nearby safe house to await extraction. Vaughn shows up, and in a tearful reunion, he tells her Will survived and that she's been missing for two years.



"Stop being as stubborn as I am!"

"I knew from the beginning, when I turned myself in, that I would betray the CIA, but not you."

"When the time came for my escape, it was painful, because my love for you... for your father... was not a contrivance."

"Sydney, I know our relationship is complicated, but I'm your mother, and I have to believe that'd be the case under any circumstance."

"I didn't know that Sloane was going to switch the crates. I promise that."

"Ultimately, you'll do whatever you want. That's what free will is all about."

"Go after Sloane!"

"I'll tell you what you need to know. Sloane believes he's been chosen to realize the word of Rambaldi, but you too, have been chosen. It's you in the prophecy Sydney... not me. Only you can stop him."

"Good luck sweetheart. I love you."

ALIAS Introduction

ALIAS S2 (Ep. 1 - 7)

ALIAS S2 (Ep. 8 - 14)

ALIAS S2 (Ep. 15 - 22)

ALIAS S3

ALIAS S4 (Ep. 21 - 22)

ALIAS S5 (Ep. 11 / 17)