Episode Guide

We are putting together an episode guide. This is season one, and additional seasons are coming.

ORIGINAL U.S. AIRDATE: Sept. 30, 2001
GUEST STARS: Edward Atterton, Jay Gerber, Angus Scrimm, William Wellman Jr., Ric Young
SONGS: "You're a God" by Vertical Horizon; "Goin' Our Way" by Gus; 'Never Grow Old" by The Cranberries; "Under the Gun" by Supreme Beings of Leisure

The Alias pilot introduces us to Sydney Bristow (Jennifer Garner), college student and roommate of lifelong friend Francie Calfo (Merrin Dungey). Sydney has just received a marriage proposal from her boyfriend, Danny Hecht (Edward Atterton), and decides to tell him the truth about her “banking job.” It is actually a cover for her real job as an operations officer for a covert branch of the CIA called SD-6. The revelation is costly, however, once SD-6 chief Arvin Sloane (Ron Rifkin) finds out. SD-6 operatives are not allowed to disclose the truth to anyone, and Sloane has Danny killed while Sydney is on a mission to Taipei with her partner Marcus Dixon (Carl Lumbly). In Taipei, she scouts a lab belonging to FTL, a foreign terrorist organization, which harbors a strange device. An SD-6 mole with information about the device is missing, but Sydney manages to take photos of the device. Upon her return, she finds Danny dead, and when she confronts Sloane, he blames her for revealing the truth.

Danny’s death causes Sydney to take an extended leave, calling into question her loyalty to SD-6. An attempt to “retire” Sydney by assassination is thwarted by Sydney’s estranged father Jack (Victor Garber), who admits that he too works for SD-6, and that it isn’t a branch of the CIA, but rather it is part of an international terrorist network called the Alliance of Twelve, founded by rouge intelligence agents from around the world. Sydney spurns Jack’s offer to go into hiding and instead borrows the identity of the sister of her friend and newspaper reporter Will Tippin (Bradley Cooper) to flee to Taipei, to recover the strange device scouted in her previous mission.

Of course, it isn’t that easy. Sydney is captured and tortured by the man running the lab (Ric Young). Sydney does manage to escape her captors, take the device, and flee back to the United States. Producing the device gets Sydney back in the good graces of SD-6 and Sloane, but she decides to offer her services to the CIA as a double agent to bring down SD-6. She meets CIA agents Michael Vaughn (Michael Vartan) and Eric Weiss (Greg Grunberg), who are tracking the SD-6 cell. The episode ends with Sydney being accepted in the CIA as a double agent, and discovering her father is working with the CIA as a double agent as well.

In an episode full of great moments, several stand out. The introduction of Jack Bristow, in which he faces off with Danny Hecht, tells you all you need to know about the disposition of everyone's favorite "Spy Daddy."

The parking garage scene. Mix in Sydney holding her own against Security Section, Francie talking about her "worst day ever," and Jack proving he never sold airplane parts, and you have one of the show's all-time classic sequences.

When Sydney escapes from her Taipei captors, turns the tables on “Suit and Glasses” and destroys the lab, it set the tone that this would be anything but a conventional action drama.

Ill tell you what. I may become your father-in-law, that’s just fine. But I will not be used as part of a charming little anecdote you tell your friends at cocktail parties so they can see what a quaint, old-fashioned guy Danny really is. Are we clear?”
Yes Sir.”
Good. Then welcome to the family.”
-Jack, to Danny (and his stunned response), and Jack’s unusual blessing

"If there's one rule you don't break, that's the rule you don't break."
-Dixon, to Sydney, regarding whether to tell the one they love that they work for SD-6

"I've got nothing to lose."
"That's not exactly true. You have teeth."
-Sydney, to "Suit and Glasses, and his response

-Sydney, to Jack when he rescues her from Security Section

"I don't sell airplane pats. I never sold airplane parts."
-Jack, to Sydney, explaining who he really is

"Who do you work for, you pretty little girl?"
-Suit and Glasses, to Sydney

I’m taking the week off....I’ve got midterms.”
-Sydney, to Sloane

"It's like Tolstoy long."
-Vaughn, describing Sydney's statement to the CIA

Two disguises in this episode. First as a brunette businesswoman during the first mission to Taipei, the second as “Amy Tippin,” a wild redhead, which has become the most memorable look of Sydney Bristow.

An RF scrambler hidden in a lighter and lipstick that actually uses a laser to map floorplans and create picture blueprints.

Marshall mentions trying to fit 47 pictures in a spy camera.

In Taipei, Sydney talks her way out of a jam by saying her boss "Ron" will fire her for drinking at a party. Of course, her on-screen boss Sloane is played by Ron Rifkin....Ric Young's character name "Suit and Glasses" was never said on-air, but when it was mentioned by producers it stuck with fans.....According to the script, the blue Land Rover Sydney drives is actually Danny's, her car is the red pickup seen in the "garage chase" scene.

ORIGINAL U.S. AIRDATE: October 7, 2001
GUEST STARS: Evan Dexter Parke, Aharon Ipale, Alex Kuz, Ravil Isyanov, Sarah Shahi
SONGS: "Looking For A Friend" by Roland Gift; "This Woman's Work" by Kate Bush

Seven years ago, I was recruited to work for SD-6, which I was told was a covert branch of the CIA. I was trained as a spy, warned not to tell anyone what I did. I thought I was working for the good guys, until I told my fiancé’ about SD-6, and they had him killed. That's when I learned the truth: that SD-6 is part of the very enemy I thought I was fighting. Now I'm a double agent, working with the real CIA to being down SD-6, where my only ally is another double agent. A man I hardly know. My father.”

Sydney begins her double-agent work for the CIA, but quickly becomes frustrated when she feels Vaughn is not listening to her ideas. Vaughn shows her that SD-6 is much larger than she thinks, and her work will be long term. Jack shows up at Credit Dauphine, to tell Sydney that he too works for SD-6, which of course she already knows. The move is merely a cover to keep Sloane in the dark.

Sydney and Dixon are sent to Moscow to intercept the sale of old Soviet intelligence files. The deal, taking place in a hotel bar, goes bad, and the two must fight their way out, but do manage to get a computer disc with the files. While at the airport, Sydney manages to pass the disc to Vaughn, who makes a copy. It turns out the files had information about a Soviet nuclear weapon hidden somewhere in Buckingham, Virgina. SD-6 sends Sydney to find the nuke, but she plans to give it to the CIA instead. SD-6 has a name tied to the nuke - Milovich Ivanov - but discover the address tied to the name is actually a cemetery. Sydney finds a gravesite with Ivanov’s name, and, upon digging up the coffin, finds the nuke inside, which then arms itself once the coffin was opened. Marshall helps Sydney disarm the nuke, but instead of the CIA getting the nuke, SD-6 does, who then sells it to an arms dealer, Ineni Hassan. Vaughn is pulled as Sydney’s handler by the CIA. Sydney confronts her father about Danny’s death, and Jack admits he knew Danny would be killed, causing Sydney to slap him. She later apologizes to Jack once she discovers he planned to get Danny out of the country to go into hiding with her, but was too late to save him. Sydney goes to Cairo to steal the nuke, but the episode ends with Hassan catching Sydney and putting a gun to her head.

Sydney disarms a Soviet nuke with seconds to spare, thanks to Marshall’s help via cellphone.

Do I look like I’m in junior high? Do you see a retainer?”
- Sydney, to Vaughn

In a flashback to open the episode, Sydney wears a long back wig and black outfit. In Moscow, she wears a blond wig and a maid’s outfit to gain access to a hotel room. She later ditches the maid outfit for a blue rubber latex dress, a fan favorite of Sydney disguises that was later immortalized as an action figure. The blue latex disguise was also featured on promotional posters produced by ABC. At the end of the episode, Sydney wears a ninja-type of outfit during the Cairo mission.

A ring which contains a drug that knocks a person out upon contact with the skin. Marshall accidentally knocked himself out testing it.

The practice of announcing locations on a black screen in the same style as Alias’ title began in this episode. This episode featured the following locations, along with the letter highlighted in each: Moscow (S is highlighted), Los Angeles (A is highlighted), Virginia (N is highlighted) and Cairo (I is highlighted).

Carl Lumbly (Marcus Dixon) is a long-time veteran of film and television. Among his credits are the 2003 TV version of Sounder, the voice of “Martian Manhunter” on the cartoon Justice League, and roles in How Stella Got Her Groove Back, The Adventures of Buckaroo Bonzai (as memorable alien John Parker), E.R., and The X-Files (in which he also played a character named Marcus). He also played Detective Mark Petrie on the hit series Cagney and Lacey and had the title role of Dr. Miles Hawkins on the Fox sci-fi series M.A.N.T.I.S.

Original Airdate: October 14, 2001
Written by: Alex Kurtzman and Roberto Orci
Directed by: Mikael Salomon
Guest Stars: Evan Dexter Parke, Gina Torres, Aharon Ipale, Keone Young, Elaine Kagan, Mark Rolston
Songs: "The Beginner" by Miranda Lee Richards; "La Cienega Just Smiled" by Ryan Adams; "Rings A Bell" by Bill Bonk; "Go Get It" by Spookie Daly Pride

Sydney, with a gun to her head, distracts Hassan and manages to escape with the plutonium core from the nuclear weapon. Back home, her personal life isn’t getting any better. She’s still having trouble balancing school and work, and her attempt to ask Jack questions about the past is met with resistance. Her new handler, who has replaced Vaughn, is a jerk. She demands Vaughn be reinstated as her handler. She is also moving, out from the apartment where Danny was killed into a new home.

At SD-6, Sloane reveals that the device Sydney retrieved from Taipei in the first episode was designed by a man named Milo Rambaldi, who died in 1496. He was the chief architect for Pope Alexander VI who was eventually excommunicated for heresy and sentenced to death for saying that someday science would help people know God. Now that it appears his work was revolutionary, an international race is on to gather Rambaldi artifacts. Sloane has a Rambaldi manuscript with what appears to be machine code, but it is incomplete. The rest of the code is in the possession of a Madrid car enthusiast named Benegas. Sydney and Dixon go to Madrid to break into Benegas’ vault in his car museum. Anna Espinoza, an agent with K-Directorate, is at the museum as well to retrieve the code. She and Anna have some unpleasant history, with Anna having gotten the better of Sydney.

Anna gets into the vault first, and takes a case with the code. Sydney catches up with her, and a fight ensues. Anna escapes, but Sydney uses a gun to shoot the case off of her shoulder as she climbs a fire escape. SD-6 now has the case, but Anna has the only key that can open it.

Back in Los Angeles, Will discovers that there is a traffic camera just outside Danny's apartment, which leads him to search for any pictures it took that may help find Danny's killer. Sydney, Will, Charlie, and Francie get together for dinner and cards at Sydney's home, and things seem to be returning to normal. Later, Sydney and Will, who have been drinking, kiss each other, causing an awkward moment.

Back at SD-6, Jack admits to Sydney that her mother knew he was with the CIA, but that her death in a car crash was accidental. Later, Jack tells Sloane he didn't tell Sydney the whole truth. Jack arranges a meeting with Sydney and Anna, wherein Anna will use her key to open Sydney's case with the code, and they will share whatever information they get from it. The rendezvous takes place in a stadium in Berlin, under the watch of both SD-6 and K-Directorate sniper teams. Anna mocks Sydney for continuing to work for the people that killed her fiancé. The two open the case, and, while we don't see what the case holds, the episode ends with Sydney's reaction to what she finds inside: “Oh my God.”

I have a thousand questions. They're keeping me awake at night.”
Then take something.”
- Sydney, to Jack, and his response

Sydney wears a red dress with matching red wig to the Benegas car museum in Madrid.

A necklace that contains a microphone for communication, and a Spanish pesata that contains a sonic wave emitter (perfect for shattering windows) with a remote trigger inside a pen.

Madrid (first D is highlighted), Berlin (R is highlighted)

Gina Torres, who plays Anna Espinoza, is the wife of actor Lawrence Fishburne, who plays Morpheus in the Matrix trilogy. Gina also had a small role in the second and third Matrix films. She has worked with Carl Lumbly (Marcus Dixon) on the television show M.A.N.T.I.S. and on the cartoon Justice League as the voice of “Vixen.” Among her other notable TV credits are 24, Angel, and Firefly....Mark Rolston, who plays CIA agent Seth Lambert in this episode, is a popular character actor with a number of television and movie credits, including 1999’s Aftershock: Earthquake in New York (with Jennifer Garner), Rush Hour, From the Earth to the Moon (as Gus Grissom), The Shawshank Redemption, Aliens (as Pvt. Drake), 24, The X-Files, and both Star Trek: The Next Generation and Enterprise.

Original U.S. Airdate: October 21, 2001
Written by: Vanessa Taylor
Directed by: Harry Winer
Guest Stars: Miguel Sandoval, Gina Torres, Evan Dexter Parke, Faran Tahir, Maurice Chasse, Bernard White, Angus Scrimm, Sarah Shahi
Songs: "Halfway Home" by Bill Bonk; "If I Were An Angel" by Nina Storey; "Angel" by Sarah MacLachlan

At the Berlin meeting, Sydney and Anna both find the missing portion of the Rambaldi code inside the case. The case, however, is rigged with acid, which begins to eat away the Rambaldi code paper. Sydney and Anna both memorize the code to give to their superiors. Sydney gives the code to Vaughn and plans to give the wrong code to SD-6, but Vaughn orders her to give them the correct code to avoid suspicion. Sydney is upset over the move, but realizes Vaughn is trying to protect her.

Using the code, Sydney goes to a church in Spain to find a Rambaldi artifact. She finds a golden disc hidden in a stained-glass window. Anna, also after the artifact, shows up, but Sydney escapes. Back home, Sydney helps Francie spy on Charlie, whom Francie believes is cheating on her. During their “stakeout,” Sydney admits to Francie that she kissed Will. They then see Charlie greet a woman they do not know with a kiss and leave in her car.

Slone tells Sydney the disc retrieved in Spain is actually a 500 year old synthetic polymer that they cannot identify. Jack, while in a hypnotic debrief at SD-6, has a dream in which he flashes back to an infant Sydney being held by her mother. The mother then turns into Sydney, and says she will soon find out the truth, causing Jack to awaken, very upset.

Sydney and Dixon go to Morocco to conduct surveillance on Luc Jacqnoud, who SD-6 suspects will attack a UCO (United Commerce Organization) meeting. One of the bodyguards at the meeting spots Sydney and recognizes her from a previous mission. Sydney and Dixon manage to escape, but their local contact, an old friend, is killed.

Back home, Will attempts to fix the awkwardness between he and Sydney by kissing her again, but it makes it worse. Francie confronts Charlie about seeing another woman, but he offers no explanation. Jack backs out of his first dinner with Sydney in years, upsetting her. Frustrated, Sydney calls Vaughn, and the two meet. Sydney breaks down under the pressures from work and home. Vaughn comforts Sydney, and the two hold hands for the first time.

Sydney and Dixon go to Brazil to attend the UCO conference. At a party, diplomat Dhiren Patel, who is scheduled to speak at the conference, collapses due to a drugged drink, and men impersonating paramedics take him away. Sydney follows and sees the men meet with Jacqnoud and implant a small but highly destructive device in Patel's chest, disguised as a pacemaker.

Sydney and Vaughn's scene on the pier. For the first time, the two connect on a personal level, away from the CIA and SD-6.

It's only a matter of time before I find out the truth.”
- Sydney, in a dream sequence, to Jack

When you're at your absolute lowest, at your most depressed, just remember that you can always....you know....you've got my number.”
- Vaughn, to Sydney

In Morocco, as a tourist with pigtails and rose-colored, wire-rimmed glasses, and in a gold sequin outfit at a party in Sao Paulo, Brazil.

A purse with a laser parabolic microphone, used in Morocco...A telescope pen.

Los Angeles (N is highlighted), Malaga, Spain (first A highlighted), Los Angeles (G highlighted), Morocco (second O highlighted), Los Angeles (first E highlighted), Sao Paulo (S is highlighted)

Bernard White, who plays Sawari in this episode, had a small role in The Matrix Revolutions, as a computer program trying to save his daughter from the Matrix.

Original U.S. Airdate: October 28, 2001
Written by: Daniel Arkin
Directed by: Ken Olin
Guest Stars: Tom Everett, Norbert Weisser, Lori Heuring, Maurice Chasse
Songs: "I'm Wrong About Everything" by John Wesley Harding, "Get Down Massive" by Freestylers; "Trans Am" by Leroy

As Sydney watches Jacqnoud implant Patel with an explosive, she is captured by a bodyguard. She manages to escape via a drainage pipe, but she is knocked out until the next morning. In the meantime, Patel, who believes he was in a hospital, is released and is about to address the UCO Conference. Sydney manages to alert Dixon, who kidnaps Patel and the two smuggle him out of the conference in a stolen ambulance. As Sydney drives the ambulance with Jacqnoud in pursuit, Dixon has to personally remove the explosive from Patel’s chest. Jacqnoud, using a radio remote, activates the bomb just as Dixon removes it and tosses it out of the back of the ambulance. The bomb hits Jacqnoud’s car, killing him.

Back home, Vaughn gives Sydney a copy of her father's CIA file. Inside is a mention of FBI Agent Bentley Calder, but additional pages are missing from the file. Sydney and Francie plan a Halloween party, with hopes that Charlie will attend. Will, still tracking the “Kate Jones” who was traveling with Danny, is surprised to get a call from a girl claiming to be her. Will meets with “Kate,” who claims to have had an affair with Danny, but bolts when Will confronts her with the fact that the “real” Kate Jones dies in 1973.

Sloane sends Sydney and Dixon to Germany, where a company has developed a vaccine for biological weapons. A scientist, Jeroen Schiller, plans to turn over all vaccine information to Sloane (thinking he’s CIA) in return for a new life in America. Vaughn and Sydney plans a “double switch,” giving the CIA the real Schiller and giving SD-6 a CIA officer, Paul Kelvin, to impersonate Schiller. Sydney manages to extract Schiller from his heavily-guarded office and make the double switch. Once back in America, Kelvin plays the part of Schiller for Sloane, and provides them with access to a dummy website created by the CIA, which Sloane believes contains information on the vaccine. Accessing the site then gives the CIA a back door into SD-6's network. Sloane becomes suspicious, however, when Kelvin cannot provide the location of vaccine inhaler prototypes. Sloane believes something is up, and suspicions are raised about Sydney as well.

Meanwhile, the real Schiller, unconvinced that he is in the custody of the real CIA, demands to see Sloane and refuses to answer questions. Sydney convinces him of the truth and gets him to provide the location of the inhalers, which Jack provides to Kelvin during a torture session so he can “confess.” Dixon and Sydney go to Badenweiler, the location of the lab that has the inhalers. Dixon plants charges to destroy the lab, while Sydney retrieves the inhalers. Unbeknownst to Dixon, Vaughn has arranged for CIA agents to meet Sydney in the lab, whom she gives the real inhalers to and collects fake ones for SD-6. With Dixon outside, Sydney disables the detonator on the charges, to allow the CIA agents time to collect additional evidence. Sydney exits the lab, only to find Dixon has a backup detonator, setting off the charges, and killing the agents inside.

Is that Will?”
Maybe he's here to talk to you about the humiliating kiss.”
Stop calling it that.”
That's what it was.”
- Sydney and Francie

"If there was a question between this and dirt, I would be all over the dirt."
- Will's thoughts on candy corn

"I don't know how much longer I can do this. Sit in these meetings with Sloane. Look at him as if I don't despise him. As if I don't want to leap across the table and use the skills I've learned at SD-6 against him."
- Sydney's rant about Sloane in a note to Vaughn

At the Hensel Corp. in Berlin, Sydney wears a black leather coat, glasses, and her hair pulled back into as spiky bun.

A business card with a transmitter that allows someone to remotely take over any computer it touches....A box that disables alarm systems.
Berlin (L is highlighted), Badenweiler (W is highlighted)

This episode features a glaring blooper, when Jacqnoud’s car explodes, it is clearly visible that there is no engine in the “stunt” car.....It took twelve minutes for the opening credits to finally appear in this episode.

Original U.S. Airdate: November 18, 2001
Written by: Jesse Alexander
Directed by: Daniel Attias
Guest Stars: John Hannah, Nancy Dussault, Evan Dexter Parke, Lori Heuring, Sarah Shahi, Eugene Lazarev, Maurice Godin
Songs: "Going, Going, Gone" by Stairs; "Tornado" by Garbage; "Be Still My Soul" by Lisbeth Scott

As the lab explodes, Sydney freezes in shock, knowing CIA agents are inside. Dixon has to drag her away as lab security chases them. Later, Sydney blames the episode to a flashback of Danny’s murder.

Back in Los Angeles, Sydney tracks down FBI Agent Calder’s widow to see if she can shed any light of Calder’s association with Jack. Sydney and Vaughn believe Agent Calder was investigating Jack as a double agent for the KGB. Sydney sees a picture of Agent Clader, and realizes he is the man killed in the same auto wreck that killed her mother. Sydney wants to turn in Jack, but Vaughn convinces her to wait.

Francie finally meets with Charlie, who tells Francie that he isn’t cheating, but rather is practicing with the woman she saw to become a singer, a secret dream of his. Will, using the license plate of the woman claiming to be Kate Jones, gets a name: Eloise Kurtz.

Back at SD-6, Sloane briefs everyone about a terrorist group - FTL - and their recent activities. SD-6 has acquired from an FTL location a birthday card that plays musical notes, which actually has an encoded message. Sydney and Dixon must now go to London to retreive an FTL decoder from an FTL operative. They go undercover as French art buyers in the operative’s gallery, and Sydney breaks into his office and steals the decoder.

Sydney, Francie, Will, and his sister Amy go to hear Charlie sing. To everyone's surprise, he sings well. Eloise Kurtz calls Will and sets up a meeting to discuss Danny - she claims someone paid her $2000 to impersonate “Kate Jones.”

Marshall discovers that the FTL decoder uses a person’s DNA to create a unique code. It appears the code was generated from a man named Gareth Parkishoff. Unfortunately, Parkishoff is dead, assassinated by a man named Martin Shepard. There’s no way to get a DNA sample from Parkishoff to break the code, since only Shepard knows where his body is buried. Sydney is sent undercover to find Shepard, at a mental hospital in Romania. Sydney, pretending to be a patient, goes in with Agent Fisher, posing as her doctor.

Will visits Eloise Kurtz, only to find her apartment empty and repainted. Vaughn attends the funeral of the CIA officers killed in Badenweiler. Marshall discovers the CIA's network breach and shuts it off, causing Sloane to suspect a mole.

In the Romanian asylum, Sydney confronts Shepard, who attacks her. The mission is compromised, as the head doctor is actually with K-Directorate. Agent Fisher is killed and Sydney is on the run inside the asylum.

We see the personal side of Vaughn as he attends the funeral of one of the CIA officers, who has a young son. It reminds him of his own life, having lost his father in the line of duty as a CIA officer when he was only eight.

What is this?”
A bug.”
What are you, twelve years old?”
-Sydney, unaware that Vaughn’s “bug” is a spy device, and Vaughn

Raid my closet.”
"Thanks, but I’ve got boobs.”
-Sydney, to Francie, and her response

Sydney dons a green dress and a black wig while undercover in a London art gallery.

Gadgets used in this episode (although Marshall does not introduce them) include x-ray glasses and a safe-cracking watch.

London (D is highlighted), Los Angeles (second S is highlighted), Romania (second A is highlighted)

John Hannah, who plays Shepard in this episode, is an accomplished British actor who is best known by American audiences for his role as Jonathan, Evie’s good-for-nothing brother in The Mummy and The Mummy Returns.....It took nine and a half minutes for the opening credits to roll.....A different opening began with this episode: the words ALIAS were typed across the screen to the sound of gunshots, and a slightly different monologue was played, along with a new clips montage from previous episodes.

Original U.S. Airdate: November 25, 2001
Written by: Roberto Orci and Alex Kurtzman
Directed by: Jack Bender
Guest Stars: John Hannah, Evan Dexter Parke, Elaine Kagan, Eugene Lazarev, Sarah Shahi
Songs: "The Wait" by The Pretenders; "Everything's All Right (I Think It's Time)" by Jude; "Not In This Life" by Natalie Merchant

Sydney is captured trying to escape the Romanian asylum, and is subjected to torture until she confesses that Shepard has told her nothing. She does, however, strike a deal with the K-Directorate doctor running the asylum, Dr. Kreshnik: she will get the information from Shepard, in exchange for her life.

Back in the states, Vaughn learns that Dr. Kreshnik is actually K-Directorate, and meets with Jack for the first time to discuss how to rescue Sydney. Jack, having never met Vaughn before, pulls a gun on him until he is convinced Vaughn is actually CIA. Jacks tells him not to attempt anything, and is angered with him for giving Sydney his CIA file.

In Romania, Sydney tries to get the information from Shepard. It turns out Shepard cannot see color, a defense mechanism his mind is using to combat his assassin programming. He was programmed to see his murders in black and white as a way to disassociate and forget them. Shepard doesn't trust Sydney, convinced he's seen her before. That night, as Sydney is being taken to Dr. Kreshnik (and certain death for not getting the information), Shepard remembers where he's seen Sydney. He escapes from his room, and together he and Sydney escape the institution. At their hideout, Shepard tells Sydney that he remembers killing Danny. Sydney is upset, but knows Shepard is just as much a victim. Shepard tells her where Parkishoff is buried, which she reports to Sloane once she gets back. She tells Sloane that Shepard committed suicide, but in fact she let him go.

Back home, Sydney has Thanksgiving dinner with Will, Francie, Charlie, and Jenny the paper intern (Will’s date). Charlie asks Francie to marry him, and she accepts. Later, Sydney gets a postcard from Shepard, indicating he is recovering from his programming. Sydney gives Jack some Thanksgiving leftovers, which he accepts with a smile. Sydney also learns that Anna Espinoza is on her trail, having been spotted at the institution she escaped from.

Not a good first impression: Vaughn and Jack meet for the first time, and Jack nearly kills Vaughn when he puts a gun to his head. Jack expects to see his regular CIA handler, and after some tense moments of explaining on Vaughn’s part, Jack relents. Things hardly get much better as Jack is unimpressed with Vaughn, and criticizes him for being young and too eager to impress Sydney. It pretty much sets the tone for their relationship in the series.

I believe in her as if she were my own daughter.”
That’s nice to hear.”
-Sloane, to Jack about Sydney, and his response

You’re my last stop, baby.”
-Charlie, to Francie as part of his proposal

Romania (from previous episode) is shown in flashback

Sarah Shahi, who plays Jenny, grew up in the Dallas, Texas area and served as a Dallas Cowboys cheerleader in 1999....It took eleven minutes for the credits to begin in this episode.

Original U.S. Airdate: December 2, 2001
Written by: Jeff Pinker
Directed by: Perry Lang
Guest Stars: Tobin Bell, Gina Torres, Robert Clendenin, Peter Dennis, Elaine Kagan, Jack Axelrod, Keone Young
Songs: "Edge of the Ocean" by Ivy

Sydney is sent to Oxford, where a Rambaldi artifact is being analyzed in their lab. While there, she runs into Anna Espinoza, who is also after the artifact. Sydney manages to get to the lab first, locking Anna out, and kissing a glass door that separates them, mocking what Anna did to her at the Benegas car museum in Madrid. Sydney finds the artifact, a clock, and takes it back to SD-6.

It turns out the clock was designed by Giovanni Donato, a clockmaker who was Rambaldi’s only collaborator. The problem is, the clock doesn’t work. Sydney is sent to Positano, Italy, to track down a direct descendant of Donato, also a clockmaker. Meanwhile, Jack learns that Sloane had Eloise Kurtz “retired” because she botched her assignment with Will Tippin.

Sydney visits Donato, who slips that he may actually be Giovanni Donato, blessed with long life by Rambaldi. Anna Espinoza, using a sniper, has Donato killed. Sydney, however, manages to escape. Back in America, Will's editor pushes him to publish the story about Danny's murder, but it is killed when the plane manifest changes, and Kate Jones’ name no longer shows up. Sydney, knowing SD-6 is on a mole hunt, practices passing an advanced lie detector test with Vaughn. Sydney discovers codes used by Russian spies inside books her father bought for her mother, raising suspicious that Jack worked for the KGB and may have caused her mother's death. Will takes a bug he finds in Eloise Kurtz's car to a techie friend, who tells him it is state of the art, probably government issued, and it is currently working, meaning someone is listening.

Marshall learns that the Rambaldi clock works when he inserts the “sun piece” Sydney retrieved from the church in Malaga, Spain. It creates a star chart, that, coupled with a date on the clock, gives them a location: the southern slope of Mt. Aconcagua in Argentina. In Argentina, Sydney and Dixon find a pit covered by a large lid with the Rambaldi symbol on it. In the pit, Sydney finds Rambaldi's journal. She takes pictures of the pages for the CIA, but Anna Espinoza and K-Directorate ambush Dixon at the opening. Anna confronts Sydney in the pit, and a fight ensues. Anna takes the journal, and the episode ends with Sydney being kicked off the ladder halfway out of the deep pit, falling into shadows.

That sound that you're, you know, that boom? That's my mind blowing.”
-Marshall, describing what a Rambaldi discovery did.

Undercover at a reception at Oxford, Sydney dons an Auburn wig and a short black dress.

While Marshall doesn't introduce any gadgets in this episode, he does spend a lot of time talking about Rambaldi gadgets.

Oxford (X is highlighted), Positano (I is highlighted), Los Angeles (O is highlighted), Argentina (second A is highlighted)

It took eight minutes before the opening credits began to roll.

Original U.S. Airdate: December 9, 2001
Written by: Debra J. Fisher and Erica Messer
Directed by: Ken Olin
Guest Stars: Miguel Sandoval, Tobin Bell, Timothy Landfield, Christopher Thornton
Songs: "Out of Order" by Duncan Sheik; "Diggin' Your Scene" by Smashmouth; "Sacred Way" by Munkafust

Sydney recovers from her fall off of the ladder in the previous episode, and climbs out of the pit to find Dixon shot. She uses a satellite phone provided by Vaughn to have the CIA airlift Dixon to Buenos Aires. He is taken to an SD-6 hospital, Angels of Mercy, in Los Angeles. To maintain their cover, Sydney tells Dixon’s wife Diane that Dixon was shot in a robbery attempt.

SD-6 learns that Ineni Hassan has robbed a bank to transfer funds frozen by the U.S. government back to his accounts. Hassan also recently ripped off SD-6 over a stinger missile sale, blaming them for the debacle with the nuclear weapon. Sloane wants Sydney to attend a party at the house of Hassan’s accountant, Logan Gerace, and retrieve bank account numbers in order to get back the funds.

Sydney parachutes in to the party in Tuscany, and uses one of Marshall's gadgets to lift Gerace's fingerprint and create a latex duplicate, in order to access his office and get to his computer. Using another gadget, she is able to extract all of the data from his computer. At the same time, she uses another device to send the CIA the same data. Back home, she learns the bank accounts are actually being stored in a bank safety deposit box in Geneva.

Meanwhile, Will begins talking into the bug he found in Eloise Kurtz's car and gives them his number, hoping to find out who is listening in. At first, no one responds, but later that day, after a few drinks and some joking around during which Francie talks to the bug as well, someone calls him and warns him to stop talking into the bug. Later, Will receives a tape, which he discovers has what appears to be Eloise Kurtz’s murder on it.

Sloane has a heartfelt talk with Sydney, causing her to think something else is going on. In fact, Sloane has ordered a hit on Sydney, and Vaughn learns of it after Sydney has left for Geneva with a new partner, Agent Anthony Russek. Posing as a diamond company executive, Sydney gains access to the bank’s vault area, knocks out her guide, and finds the deposit box with the bank account numbers. She provides the accounts to the CIA by radio transmitter while in the vault, who plans to track where the money goes. That night, she heads for her dead drop of the account numbers at a local park, unaware that a hit has been ordered. Vaughn has a CIA team in place to pull Sydney out of the park safely, but Jack stops him. Jack discovered that the order was sent to SD-6’s compromised server, so Sloane knew the mole’s supporters would be listening. Since Marshall took the server off the SD network, SD-4 in Rome, who was supposed to get the hit order, never saw it. The drop goes on as planned, no hit takes place, and Sloane has proof, or so he thinks, that Sydney is not the mole. However, Marshall informs Sloane that a second unauthorized transmission took place during the bank operation, and after Sydney visits a now-awake and improving Dixon in the hospital, she is taken into custody in the hospital parking garage.

The ‘dead drop” scene in Geneva is one of the most suspenseful scenes in the entire Alias series. At such an early point in the series, it was unclear whether the current storyline would continue, or if Sydney would be “pulled,” opening up the possibility of joining CIA and pursuing a relationship with the now-available Vaughn. Agent Weiss breaks the tension with a great line.

I always thought of you as my daughter, even from the beginning.”
- Sloane, to Sydney

After parachuting into Tuscany, Sydney takes off her jumper suit to reveal a blunt-cut black wig and a sleeveless, short black dress. In Geneva, posing as diamond company executive Christiana Stevens, she wears her hair pulled back with a dark business suit.

A business card-sized device that “sucks” all of the data from a computer.....A cell phone that contains a biometric sensor that lifts a fingerprint from a smooth surface and creates a liquid latex duplicate for use on fingerprint terminals.

Tuscany (U is highlighted), Geneva (V is highlighted)

Miguel Sandoval (Agent Russek) is a familiar face to regular TV and film viewers. He’s appeared in films like Jurassic Park, Clear and Present Danger, and Collateral Damage. He’s also appeared in a number of television shows, but may best be remembered from Seinfeld as Marcelleno, the cock-fight organizer who brings in a killer rooster to fight “Little Jerry Seinfeld” and held “Big Jerry’s” clown check hostage....The name "Logan Gerace" is used in this episode. It is probably a nod to Sean Gerace, an assistant writer for Alias.

Original U.S. Airdate: December 16, 2001
Written by: J.J. Abrams and Vanessa Taylor
Directed by: Jack Bendis
Guest Stars: Miguel Sandoval, Scott Paulin, Aharon Ipale, Christopher Thornton, Scotch Ellis Loring, Sarah Shahi, James Warwick
Songs: "Love Grows" by Freedy Johnston, "Domino" by Thunderball, "Santa's Dilemma" by Klyph Black

Sydney wakes up in an SD-6 holding cell. Sloane tells Russek to pretend SD-6 will torture and kill him if Sydney doesn't confess to being the mole. Sydeny still refuses to say anything. Jack learns of Sydney’s situation and goes to work on a computer. Just as Sydney is about to be tortured, Marshall finds evidence that the unauthorized transmission was made by Russek. Sloane releases Sydney and takes Russek into custody. Afterwards, Sydney meets with Vaughn, who gives her a Christmas gift.

Sydney later learns that Ineni Hassan has gone underground, and is getting new papers. SD-6 suspects Hassan has gone to Severin Driscoll, a master forger, to get new papers. He is at a Kenyan resort called Semba Island, so Sidney goes in undercover as an heiress to find out from Driscoll where Hassan is headed. Sydney breaks into Driscoll’s suite, and finds that Hassan has had plastic surgery, and realizes she ran into the “new” Hassan earlier there at the resort. One of Driscoll’s men discovers her, but she escapes.

Will has his tape analyzed and is certain it is of Eloise Kurtz’s murder; the shots match her wounds. A single phrase is heard on the tape: “Did you tell him about SD-6?” Sydney later visits Will at home, only to find Jenny the intern there.

Sloane orders Jack to Cuba, where Hassan has been tracked to. Sloane orders Jack to kill him, but Jack, and the CIA, has other plans. Jack plans to offer a new life for Hassan in the CIA’s witness protection program, if he gives them his client list. Before he leaves, Vaughn confronts Jack over the Russek matter, and Jack admits he altered the transmission to frame Russek. In Cuba, Jack is captured by Hassan’s men, where he still makes his offer.

Will tracks down the SD-6 lead, first by talking to the lawyer for David McNeil, who is in jail for embezzlement but mentioned SD-6 in his case. The lawyer refuses to talk, and McNeil angrily tells Will to drop his investigation when Will visits him in jail.

Sydney goes to Cuba to save Jack, but she too is captured. Taken to Hassan, he says he will take Jack's offer if he proves his loyalty by killing an SD-6 operative, Sydney.

"Did you tell him about SD-6?"
-Unknown voice on a tape of Eloise Kurtz's murder

I did hear about you, though.”
About what?”
About you and the little cheerleader.”
Ok, first of all, she's not a cheerleader anymore, and secondly, the relationship doesn't mean anything.”
-Francie, to Will, and his responses, about Jenny the intern

As Victoria King, wearing a white outfit, a black and white hat, and a blond wig, at the resort. Later, she wears a black bikini.

"Super swank" sunglasses that feature a telephoto lens and take pictures silently, and a cell phone that holds a card that can unscramble any key card device.

Kenya (N is highlighted), Havana (V is highlighted)

The character of David McNeil is uncredited, but the role is played by Ken Olin, who has directed many of the Alias episodes.....It took nine minutes for the opening credits to roll.

Original U.S. Airdate: January 6, 2002
Written by: J.J. Abrams and Daniel Arkin
Directed by: Harry Winer
Guest Stars: Aharon Ipale, James Handy, Francesco Quinn
Songs: "Someone to Watch Over Me" by Sting, "Rave Alarm" by DJ Teebee

Using morse code by blinking his eyelids, Jack tips Sydney to his move, and rather than shooting Sydney, they overpower their captors. Hassan has little choice but to accept Jack's offer, so he gives him his client list and Jack fakes his death for SD-6. The CIA then takes him away. Back in the states, Vaughn tells Sydney that the NSA has deciphered the codes in the books Jack bought for Laura. The code included a list of 12 CIA officers, all of whom were killed under mysterious circumstances. Vaughn wants to report Jack to the CIA as the one who probably murdered them.

SD-6 learns that a man named Minos Sakkoulas is attempting to take over Hassan’s business by contacting his old clients and offering them a device called “The Package.” Sloane wants Sydney to go undercover in Sakkoulas’ club in Athens, Club Panthera, to retrieve data from his computer about “The Package” and its’ location. Before she leaves for Greece, Sydney meets with Vaughn and discusses Jack’s role in the death of the CIA agents. Sydney is reluctant to turn her father in, but Vaughn records the conversation as possible evidence.

In Athens, Sydney goes into the club and gets a scan of Sakkoulas’ retinas with a scanner built into a pair of sunglasses. When Sydney is locked in a room, Dixon uses the scan to create a pair of contacts that fools Sakkoulas’ retina scanner and allows him to enter his office, access his computer, and retrieve the data. Sydney and Dixon then both escape the club.

Since Sydney was not able to get the information about “The Package” for the CIA, Vaughn pushes Hassan for information. He will only talk if his family enters witness protection, but Vaughn refuses. Finally, Hassan admits “The Package” is an EM refractor hidden in a silo on the island of Crete. Jack leaks this info to SD-6, and Sydney is sent to Crete. In the silo, Sydney retrieves the package, but is suddenly locked in thanks to a Hassan double-cross. As the silo fills with gasoline, Hassan refuses to give up the keypad's escape code until the CIA agrees to witness protection for his family. With only seconds to spare before the gas is lit by a blowtorch and Sydney is killed, Vaughn gets Devlin to sign off on protection, and Hassan provides the escape code. As Sydney tries to exit the silo, she runs into Sakkoulas, and a fight ensues. Sydney ignites the gasoline as she escapes, killing Sakkoulas.

Back in America, Sydney and Vaughn attend a meeting with the CIA to present the evidence against Jack. The two are surprised to find Jack there, where he makes a startling confession: the codes were orders to kill CIA agents (including Vaughn’s father) but the agent receiving the orders was not him, but rather Sydney’s mother.

The final scene of the episode featuring Jack’s “confession” about Sydney’s mother not only shocked viewers, but set an Alias tadition of a mid-season twist that shocks viewers.

In Athens, Sydney dons a red dress and auburn wig to get Sakkoulas’ attention.

A pair of sunglasses that scans retinas, and a device that uses those scans to create contacts with retinal “replicas” that can pass biometric scanners.

Athens (E is highlighted), Los Angeles (first S is highlighted), Crete (R is highlighted), Los Angeles (G is highlighted)

It took eleven minutes for the opening credits to roll.

Original U.S. Airdate: January 20, 2002
Written by: Jesse Alexander and John Eisendrath
Directed by: Jack Bender
Special Guest Star: Quentin Tarantino
Guest Stars: Joey Slotnik, Agnes Bruckner, Sarah Shahi, Patricia Wettig
Songs: "How Can I Keep From Singing" by Enya, "Dragula (Si-Non Oscillas, Noli Tintinnare Mix)" by Rob Zombie

Jack has little success calming Sydney after the revelation that her mother was a spy who killed CIA agents, including Vaughn's father. She burns pictures of her mother, begins to question whether she wants to be a teacher (as her mother supposedly was), and finally decides to leave SD-6. She tells Vaughn she wants out, and asks him out to a hockey game. Vaughn tries to change her mind, to no avail.

A military group infiltrates the SD-6 offices, led by former SD-6 agent, McKenas Cole. They take everyone in the office captive, including Sloane, Dixon, and Marshall. Cole is after a Rambaldi artifact in the SD-6 vault, and wants Sloane to provide the code. Sloane, however, has activated a fail-safe, and opening the vault will trigger C-4 placed throughout the building's substructure. Sydney and Jack, who had just arrived at SD-6 when the raid took place, are trapped in an elevator during the lockdown, but manage to escape through the maintenance hatch and hide in the building's substructure.

Will gets another call from the mysterious voice offering information about SD-6 and then receives a large envelope. He discards the envelope, deciding to kill the SD-6 story before someone gets hurt. He gets a call for a dinner meeting, but finds Kelly McNeil, daughter of Bill McNeil, waiting for him. She had gotten a call to meet Will, but he realizes someone else wants them to meet. He refuses to discuss the subject, but later, after Kelly visits him at his office, he decides to open the envelope left for him, and finds a locker key inside.

Sydney and Jack tap into SD-6’s security cameras to see exactly what is happening, and decide to “scramble” the vault codes by using a device sitting on Marshall's desk. By doing so, they keep Cole from opening the vault and setting off the C-4. Sydney, using the air ducts, is able to get Marshall's scrambler and uses it to scramble the vault codes. Meanwhile, Vaughn is told to attend counseling, and is confronted over his close ties to Sydney. He realizes that he was “turned in” by a jealous agent named Steven Haladki.

Cole tells Sloane that he works for someone called “The Man.” He then begins torturing Sloane with what he calls “Needles of Fire.” Cole's men attempt to open the vault with a code Sloane provided, but Sydney has already scrambled the codes. They hear Sydney up in the air ducts, and begin firing at the ducts, with Sydney trapped inside.

Cole (played by Quentin Tarantino) has a very Tarantino-esque scene in this episode, explaining the origins of the “Needles of Fire” with Sloane.

You really want some space, or are you and I gonna get drunk? ‘Cause there’s this bar, and you won’t even remember it tomorrow.”
-Weiss, to Vaughn

I can’t believe of all things we’re saving SD-6.”
-Sydney, to Jack

I can’t be the first person to have difficulty taking you seriously, can I?”
Well, while that was a moderately clever retort, I’m the man holding the box.”
-Sloane, to Cole, and his response

There's this little cajun food place in Abita Springs, Louisiana. It's called Rockamore's. You know what it's famous for? For making people cry. You know what makes them cry? The hot sauce, and no one knows how they get that crap so hot. Legend has it the devil comes by once a month and spits in their frying pan. Point being - the hot sauce at Rockamore's is like a fluffy vanilla ice cream cone when compared to what's in these. Each one is like you took a bag of red jalapenos, threw ‘em in a blender, and used them for an enema. And Arvin, you're about to get to know them.”
-Cole, to Sloane

A compact designed for Sydney to scramble codes for Taiwanese scud missiles is used to scramble the SD-6 vault codes.

This episode, a takeoff/homage to the film Die Hard, features a nod to the film's director, John McTiernan. The van Cole's men use to infiltrate SD-6 has the name McTiernan Air Conditioning on it. Parallels to the film abound: terrorists take over an office, wanting access to the vault; the hero hides atop an elevator; the hero uses air ducts to get around undetected; the hero runs around in a tank top, etc....This marks the first of several appearances by Kill Bill director Quentin Tarantino. Several Kill Bill cast members will appear in future episodes.

Original U.S. Airdate: February 10, 2002
Written by: Jesse Alexander and John Eisendrath
Directed by: Jack Bender
Songs: "Rockaway" by Jessie Harris & The Ferdinandos; "Songbird" by Fleetwood Mac

Jack, also hiding in the air ducts of SD-6, gives up to Cole to keep Sydney hidden. Sydney now knows what she must do: locate the three locations of C-4 in the substructure and disarm them before the vault is opened. Over Jack's objections, Dixon emails the CIA for help, and Vaughn is notified. Haladki convinces Devlin not to move until they have more information. Vaughn goes by himself to SD-6 to get confirmation of what is going on. Meanwhile, Cole is close to opening the vault, with a device that deciphers codes.

Vaughn gets inside SD-6 and finds Sydney. The two begin defusing the C-4 locations around SD-6. Toni, a woman serving with Cole, comes upon Sydney and Vaughn and captures them, but they overpower her. She then admits that she is an undercover British SIS agent trying to find out the identity of Cole's boss, known only as “The Man.” Sydney and Vaughn don't trust her, and tie her up anyway, and she promises to tell Cole there was only one agent. Once Toni is discovered, Cole threatens to start killing agents, starting with Jack. Sydney gives up, leaving Vaughn to disable one C-4 package and wonder if she disabled the others. Vaughn contacts the CIA, but Haladki brushes his call off.

Will heads to a local pier, where he finds the locker the key fits. Inside he finds a file about the suicide of McNeil's wife, including her autopsy. He gives this information to Kelly McNeil, who in turn gives it to her father. Kelly then goes into hiding for her protection.

Sydney is interrogated by Cole, and later uses another of Marshall's gadgets, an exploding earring, to disorient Cole's men and overpower them. Sydney goes after Cole, who is heading down to the vault to open it. Jack tries to free Sloane from the chair he is being tortured in, but he is held down by steel bonds. In order to stop the fail-safe, Sloane tells Jack to take his right index finger which, when placed on a biometric scanner, will deactivate the auto-destruct. Jack cuts off Sloane's finger and uses it to stop the auto-destruct just before Cole can access the vault. Sydney confronts Cole at the vault, and a fight ensues. Cole bests Sydney, knocking her out. He opens the vault, and finds the item he came for: a small box with the Rambaldi symbol on it.

Cole escapes to the parking garage and nearly makes it out, but the CIA is waiting at the entrance for him. Weiss learned of Vaughn's call and sent in a team. Cole tries to get away from the CIA, but runs into Sydney, who knocks him out. She gives the Rambaldi box to Vaughn, who finds a small bottle of liquid inside. The CIA takes Cole into custody and leaves without anyone from SD-6 aware of what happened. As far as SD-6 knows, Cole got away with the Rambaldi box. Sydney reconsiders her decision to leave SD-6.

McKenas Cole and Sydney meet, for the second time (they met years ago as SD-6 agents), with Sydney’s disdain still apparent. We get another signature Tarantino monologue.

Viewers finally got to see Sloane get a little comeuppance for making Sydney's life miserable when Jack cuts off his finger.

Hi, and what have we been drinking?”
Um, I don’t know. It was something with a little horse on the label, a dog, I don’t know, it was like a dog horse. Some kind of mythical creature comdemned to live in a bottle for eternity. It’s a dog horse. It’s like a dog horse.”
-Francie, to a drunken Will, and his response

Did you study bomb defusion at Langley?”
Just seminars. Nothing field specific.”
Does anyone ever learn anything in seminars?”
Sydney, to Vaughn, and his response

I know you didn’t want to kiss me, but when I was taking a hit off that bottle before, I backwashed in it. I mean like, really big time. See ya.”
-McKenas Cole, to Sydney

I love me kickboxers.”
-McKenas Cole, while fighting Sydney

An exploding earring Marshall designed comes in handy this episode.

Original U.S. Airdate: February 24, 2002
Written by: Alex Kurtzman and Roberto Orci
Directed by: Tom Wright
Guest Stars: Evan Dexter Parke, David Anders, Allison Dean, Keone Young
Songs: "Shoot the Moon" by Norah Jones; "Green Apples" by Chantal Kreviazuk;

SD-6 learns that associates for "The Man" have assassinated Quan Li, head of rival group FTL, and compromised its list of agents, causing the group to fall apart. Associates for “The Man,” contact K-Directorate, asking to meet. Sloane plans to send Sydney and Dixon to Las Vegas to plant a bug on a K-Directorate operative to learn specifics of the planned meeting..

Sydney considers leaving her graduate teaching program, disenchanted that her mother was not the teacher she thought she was. She goes to Jack for advice, but he has none to offer. Will meets with David McNeil, who is willing to cooperate now that his daughter has gone into hiding. He tells Will to go to a computer company under the guise of doing a story. While there, Will breaks into the company's computer room and finds a computer file on the server that has secretly tracked who has been using McNeil's encryption software. McNeil refused to sell his software, so SD-6 framed him for embezzlement, killed his wife and made it look like a suicide to force McNeil to plead guilty. He has served eight years of a sixteen year term. McNeil tells Will this computer list should point him to SD-6. Sydney discovers through an acquaintance at school that Charlie has been cheating on Francie. Will suggests to Sydney that she get Francie very drunk before she breaks the news.

Sydney and Dixon go to Las Vegas, where Dixon poses as a Jamaican diplomat to gain access to the high rollers room, where the K-Directorate agent, Brandon Dahlgren, is playing. Meanwhile, Sydney goes undercover as a serving girl to hack into the casino's security system. She discovers Charlie and Francie are there as well, inspired by her earlier mention of her upcoming trip to Vegas. Using a razor prism, Sydney accesses the casino security cameras, in order to prompt Dixon to Dahlgren's hand. Dixon plans to switch Dahlgren's fraternity ring with a duplicate that Marshall has placed a bug in.

Sydney sees Charlie and Francie head for the casino wedding chapel. She leaves her post to talk to the pair, and she quietly tells Charlie to come clean with Francie on his cheating. She gets back to her post in time to prompt Dixon on Dahlgren's final hand. Dixon gets Dahlgren to bet his ring, and makes the switch just before Dahlgren shows he has a better hand. Dixon is called out of the room, where he is confronted by security, who knows he is an impostor. Sydney shows up and helps Dixon escape.

Back in Los Angeles, Sydney learns that Charlie has not told Francie about his cheating, so she tells her. Francie doesn't believe her, accusing Sydney of being jealous. Later, Jack asks Sydney to meet him at a local carousel, which Jack says was her favorite place to visit. There, Jack gives Sydney some encouraging, fatherly advice about what to do with her life now that she has learned the truth about her mother. Sydney meets with Vaughn,, who tells her it would be nice to go out with her as she suggested before she decided to stay with SD-6. Francie apologizes to Sydney, telling her that Charlie admitted to cheating. Sydney decides not to drop out of school, and try to find her own identity..

SD-6 learns through the Dahlgren bug that a meeting between K-Directorate and representatives for “The Man” is set for Moscow. Sydney and Dixon go to find out who “The Man” is. He doesn't show, but his director of operations, a man named Mr. Sark (who is also the one who killed the head of FTL) attends. Ilyich Ivankov, the head of K-Directorate, is angered over Mr. Sark's proposition to buy their Rambaldi artifact. Ivankov is double crossed and killed, leaving his second in command to consider the offer. Sydney, suspended outside a window, knocks a brick loose, blowing her cover and causing guards to shoot at her.

Vaughn meets with Sydney at Griffith Observatory, and admits he would have liked to have gone out on a date. It also marks the first time we hear a music theme often played during scenes between the two, composed by Michael Giacchino. Call it the “Sydney and Vaughn Love Theme.”

Casino security is like an onion, it’s layer after layer after layer, and the more you peel back the more you want to cry.”

It would be nice to be in public with you, to actually get to look at you. Grab a pizza or go to a hockey game. I just wasn't clear that I would really like that too.”
-Vaughn, to Sydney

In Vegas, Sydney wears a short sequin outfit with matching hat. In Russia, she wears a traditional Russian parka and “ushanka” style fur hat.

A razor prism that allows Sydney to tap into a datastream without interrupting it, and a ring with an audio bug in it.

Hong Kong (first G is highlighted), Las Vegas (E is highlighted), Los Angeles (first E highlighted), and Moscow (W is highlighted).

Will uses "47" as part of a code to break into the server room

This is the first appearance of Mr. Sark, played by David Anders. Anders is a relative newcomer, with only one previous professional TV acting credit, as a high-strung high school student in one episode of the Olsen Twins series So Little Time. Despite his lack of experience, Anders excels in the role, and most casual watchers have no idea that Anders has no accent, and hails from Oregon. The character of Sark was originally intended to only appear for a few episodes, but producers liked Anders so much they expanded his role, to the point that he became a series regular in season two.

EPISODE 1.15 “PAGE 47”
Original U.S. Airdate: March 3, 2002
Written by: J.J. Abrams and Jeff Pinker
Directed by: Ken Olin
Guest Stars: Sarah Shahi, Amy Irving
Songs: "No Such Thing" by John Mayer; "Landslide" by The Smashing Pumpkins; "Home" by Abra Moore; "Feelin' the Same Way" by Norah Jones

Sydney escapes from the shootout in Moscow, with Dixon’s help. She takes her surveillance video back to SD-6, but the identity of “The Man,” and his agenda, remains a mystery. At SD-6, Sloane confronts Jack about Will Tippin, after he learns Will is visiting with David McNeil. Jack promises to take care of it.

On the home front, Will wins the Kaplan Award for an inspirational story he wrote. He makes plans to celebrate with Sydney, rather than with Jenny. Francie, still upset over her breakup with Charlie, breaks down with Sydney. The two both still wear their engagement rings, and in an effort to get past things, take them off together.

Vaughn tells Sydney the CIA recovered her camera from the Rambaldi cave in Argentina, and while while her pictures are good, she didn’t get the whole book. Her new countermission is to take pictures of everything whenever SD-6 gets the book. Vaughn is skeptical of the entire Rambaldi story, saying it is the kind of thing his crazy aunt would believe in.

SD-6 learns the Rambaldi manuscript is on a boat in Tunisia for a rendezvous with Sark, who will take it with him. Sydney and Dixon are sent to get the book before Sark does. Sydney is able to get on the yacht by pretending to be a tourist needing gas. She knocks out the guards and retrieves the book, but not before taking pictures of the pages for the CIA.

Will learns that forty-two companies have used David McNeil’s software, and six of them have a connection: Alain Christophe, a former CIA operative, serves on their boards. McNeil feels he finally may get the upper hand on SD-6. SD-6, however, is monitoring their conversations, and Jack has Will kidnapped. Disguising himself, Jack threatens to kill Will's family and friends (Sydney in particular) unless he drops the story. Jack releases Will, and he calls Jenny to pick him up in a remote warehouse. Will, afraid for Jenny, tries to break up with her, and in anger she leaves him on the side of the road.

Sydney mentions to Vaughn that Emily, Sloane’s wife, is sick and she should visit her, and he suggests she plant a bug in Sloane's office while there. Sydney is upset that Vaughn would ask her to violate her trust with Emily, but she agrees to plant the bug after making dinner plans with Emily. Jack gets invited to dinner as well and learns Sloane has the Rambaldi Journal in his office safe. Vaughn gives Sydney a duplicate of a blank page in the manuscript, page 47, so she can switch them. The number 47 is significant to Rambaldi, so they suspect there is more to the page than meets the eye.

At dinner in Sloane's house, Sydney takes Will along as a date, not knowing that Sloane wants him dead. Emily, as it turns out, is a fan of Will's. His award-winning story about a migrant farm worker was one of Emily's favorites. Sydney makes the switch of the pages.

Will goes to meet David McNeil in prison, and tells him that he cannot pursue the story any more. This angers McNeil but Will refuses to continue on it. Unbeknownst to the both of them, SD-6 has a man waiting outside the prison for Will, who will kill him if Will says he is continuing with the story. Will's decision unknowingly saves his own life.

Vaughn calls Sydney for a meeting after the CIA deciphers what is on the page. He tells her that the solution McKenas Cole tried to steal from SD-6 revealed the hidden message on the page. Sydney is shocked when she sees the revealed message on the page. Included on the page is a drawing of her.

The dinner scene with Arvin is ripe with irony: Emily relates Will’s award-winning story from the paper. In it, a person fights against an evil boss who will kill those who go against him. Some uncomfortable glances are exchanged, and Sloane is perfectly photographed, draped in shadow.

There are some truths Sydney must never learn.”
-Sloane, to Jack

Dear Aunt Stephanie, unfortunately, as my mom has informed you, the wedding is off. So, I am returning your kind gift of a coffemaker, because, as it turns out, the man to whom I was engaged is a deceitful, two-faced, sex-crazed jackass. All my love, Francie.”
That’s not too harsh.”
-Francie’s letter to Aunt Stephanie as she reads it to Sydney, and her response

In Tunisia, Sydney goes undercover as a tourist in a blond wig, red bikini top, and blue jean cut-off shorts.

No Marshall gadgets, but Vaughn does give Sydney a super small CIA paper clip bug

Tunisia (T is highlighted), Los Angeles (E is highlighted)

Original U.S. Airdate: March 10, 2002
Written by: John Eisendrath
Directed by: Davis Guggenheim
Special Guest Star: Roger Moore
Guest Stars: Lindsay Crouse, James Handy, Derrick O’Connor, Joey Slotnick, Castulo Guerra, Wolf Muser, and Amy Irving
Songs: "Hate To Say I Told You So" by The Hives; "World Gone Mad" by Bill Bonk; "Feels Like Home" by Hathaway; "From Rusholme With Love" by Mint Royale

Sydney is sent on a mission to Brazil to take surveillance photos of someone they believe to be “The Man.” Meanwhile, officers from the Department of Special Research, a division of the NSA, raid Vaughn’s office to take all of his files on Sydney. In order to help their investigation, Sydney goes in to answer the DSR’s questions. They won't tell her what the prophecy says, and when they ask to take physical tests, she protests and leaves.

SD-6 confirms the identity of the person in Sydney’s photos: Alexander Khasinau, a former lietenant colonel in the KGB who now runs a large, well-funded organization. Sloane wants the Alliance to go to war over Khasinau’s attack on SD-6, but he tells Jack that only four Alliance members will vote to go to war; he needs seven votes. He contacts one of the Alliance heads, Edward Poole of SD-9, to try to “swing” his vote. He tells Sloane he has some intel he wants him to see, and that he will meet him in Los Angeles to present it.

At Sloane’s request, Sydney visits Emily again, who states she doesn't expect to live much longer. She says if she had tried to find the answer to her pain they might have caught the cancer long before. Her words move Sydney to agree to the DSR’s physical tests to see if she is the one spoken of on page 47, in what is being referred to as “The Prophecy.”

Poole gives Sloane evidence that Alliance member Jean Briault has received $45 million in secret payments from Khasinau. Sloane refuses to believe his friend would betray the Alliance and dismisses Poole’s suggestion to kill him, but he agrees to meet with Briault.

The CIA and DSR are butting heads over the treatment of Sydney Bristow, and Haladki takes the DSR’s side by suggesting Sydney may be up to something. Jack suggests the reverse-engineered code the CIA is using to decipher the prophecy may be wrong, but the real one is locked away in the Vatican. The CIA would not go after it, so Sydney and Vaughn do. With only an inventory lot number to go on, the break into the Vatican and find the item: a painting of Pope Alexander VI, for whom Rambaldi was the chief architect. They find the code in the frame of the painting. Although Vatican security discovers them, they both manage to escape.

Sloane discovers that there is a counterfeit Rambaldi page, just before he leaves for his meeting with Jean Briault in Montreal. In Montreal, Sloane kills Briault. With Poole’s assurances that the vote will now go in favor of war, Sloane heads to London for the Alliance meeting. The vote is 6 to 5 in favor of negotiations, and Sloane confronts Poole with his suspicion that he framed Briault to have him killed and sway the vote. Poole feigns ignorance with Sloane, but in reality he later meets with Alexander Khasinau.

Sydney returns from Rome, and briefly goes out to a club with Francie and Will. She realizes she is being watched, and excuses herself. Outside the club, she is placed under arrest by the DSR. Vaughn is with them, and explains that the code from the Rambaldi painting was the same code the CIA was using. The prophecy is correct, and Sydney matches three physical abnormalities shared by the woman mentioned in the prophecy: DNA sequencing, blood platelet levels, and the size of her heart. Dr. Evans recites a portion of the prophecy, which says the woman on page 47 will bring forth a great evil, causing great destruction.

This woman, here depicted, will posses unseen marks, signs that she will be the one to bring forth my works. Bind them with fury. A burning anger, unless prevented, at vulgar cost, this woman will render the greatest power unto utter desolation.

The break in at the Vatican, showcasing the chemistry between Vartan and Garner.

The episode’s final scene, in which Sydney is revealed as Rambaldi’s “Chosen One.”

I’ll break into the Vatican with you.”
-Vaughn, to Sydney

So I was thinking, later tonight, when we get the code key, maybe we can check it out.” “What, the restaurant?” “It's almost too good not to.” “Unless SD-6 spots us there and has us killed.” “Well, the food's so good, it's almost worth the risk.”
-Vaughn, asking Sydney out to dinner, during their mission in Rome

In Rome, Sydney and Vaughn go undercover as repairmen to break into the Vatican.

Los Angeles (O is highlighted), Rome (O is highlighted), Los Angeles (G is highlighted), Montreal (R is highlighted), London (L is highlighted), Los Angeles (second E is highlighted).

EPISODE 1.17 “Q & A”
Original U.S. Airdate: March 17, 2002
Written by: J.J. Abrams
Directed by: Ken Olin
Special Guest Star: Terry O’ Quinn
Guest Star: Joey Slotnik
Songs: "Diggin' Your Scene" by Smashmouth

Known as the “flashback episode,” viewers were treated to a recap of the Alias storyline so far, and also served to “catch up” those viewers who had not watched the early episodes. By this point in time, Alias was a bona-fide hit, but was criticized as being too difficult to follow. This episode hoped to change that, as well as provide a critical arc to the storyline.

The episode opens with Sydney, in a disguise and driving a car, being chased by the LA police and driving her car off a pier into the ocean. It then flashes back to the general point where we left off of the previous episode: with Sydney in CIA custody, and time running out before her cover with SD-6 is blown. Special Officer Kendall of the FBI leads in inquiry into Sydney and the Rambaldi prophecy. The questioning thens leads to flashbacks (and sometimes new scenes) of major points in the series: Sydney’s recruitment, Danny’s proposal and murder, Jack’s revelation, Sydney going to the CIA, and the search for Rambaldi artifacts.

Vaughn learns that Haladki was once an FBI officer, and doesn’t trust his motives. Vaughn studies the Rambaldi prophecy and finds a possible solution to Sydney’s problem. According to the prophecy, the woman on page 47 has never seen the sky behind Mt. Subasio. If Sydney can be taken there, and see it, she couldn’t be the woman described. Jack agrees with the plan, but they have to break Sydney out of federal custody to put it into action. Jack confronts Haladki at gunpoint, and he tells Jack Sydney’s location and transfer time to a safehouse. Jack, Vaughn, and Weiss break Sydney out of custody, and plan to get her to a plane to Italy. They split up, with Sydney taking a car to the airport. She is spotted by local authorities as a federal fugitive and a chase ensues. As Will and Francie happen to watch the chase on TV, Sydney is cornered on a pier. She drives off of the pier, escapes from her car, and stays underwater by getting air from her tire, long enough to convince police she drowned. Later, she meets with Jack and tells him that she suspects her mother, who supposedly died when her car went off of a bridge into water, probably did the same thing to stage her death. Sydney is certain the woman on page 47 is her mother, not her.

THE RAMBALDI PROPHECY (Additional portion added)
This woman, here depicted, will posses unseen marks, signs that she will be the one to bring forth my works. Bind them with fury. A burning anger, unless prevented, at vulgar cost, this woman will render the greatest power unto utter desolation.

This woman, without pretense, will have had her effect, never having seen the beauty of my sky behind Mt. Subasio. Perhaps a single glance would have quelled her fire.

The car chase (with Will and Francie's running commentary), a portion of which is briefly shown at the beginning, is shown in its entirety near the end of the episode.

Hey, honey.”
-Sydney, to a masked Jack, and his uncharacteristically fatherly response

While a number are featured in flashback, Sydney wears one disguise in the current episode while evading the police: a sweatsuit, a short-cut, dark brown wig, and large sunglasses.

While Marshall does have a memorable montage of many of his gadgets this episode, no new ones are shown.

The familiar monologue opening used in season one was dropped for this episode, mainly because the episode itself caught you up on the show's premise.....The opening credits rolled ten minutes and forty five seconds into the episode.

Original U.S. Airdate: April 7, 2002
Written by: Roberto Orci and Alex Kurtzman
Directed by: Craig Zisk
Guest Stars: Peter Berg, Angus Scrimm, Patricia Wettig
Songs: "Plus Bele Que Flor..." by Anonymous 4; "Lay Your Weary Body Down" by Gigolo Aunts; "Break Me Gently" by Doves; "Dream On" by Depeche Mode

The episode opens with Sydney climbing Mt. Subasio to see the sky. Once she does, it proves she is not the woman depicted on page 47, and she contacts the CIA to tell them the situation. The CIA allows her to return to duty as a double agent, and admits they should have been looking for Sydney’s mother as the one Rambaldi predicted.

Jack confronts Sloane about Irina, and he admits that he was aware that Laura survived the accident, but was ordered by the CIA not to tell him. Sloane had helped investigate the damage she did to the intelligence community, which Jack did not know. Sydney goes to Sloane to ask his help in finding her mother, and wants to go off-duty to begin her search. Sloane refuses, and tells Sydney that Jack spent six months in solitary after Laura disappeared, suspected of helping Laura spy for the KGB. Sloane agrees to help Sydney, but within her duties at SD-6. Sloane then sends Sydney to Vienna to get intel on Khasinau, who was her mother’s superior in the KGB. Khasinau may provide answers to the whereabouts of her mother. Jack is upset that Sydney asked Sloane for help, and that he agreed.

In Vienna, Sydney is supposed to receive a microchip from an SD-6 operative named Wexler in the Russian embassy during a masquerade ball. The microchip details Khasinau’s business transactions. At the ball, another contact shows, and tells Sydney Wexler is dead. The contact is Noah Hicks, an old flame of Sydney’s from early in her SD-6 career. The two find Wexler’s body in the basement, and Hicks, suspecting that Wexler swallowed the chip, finds it by cutting open his throat. Outside, Dixon drives a handsome cab so they can escape.

With information obtained from the chip, Sloane sends Sydney and Hicks to Russia, to take Khasinau’s data core from an underground facility in Arkhangelsk. Pretending to be American hikers lost in the forest, they are quickly captured and taken to the facility where the data core is held. They overpower the guards and gain access to the underground levels.

Jack, who has been depressed since learning Laura was alive, is ordered to meet with CIA counselor Dr. Judy Barnett. The session doesn't go well, as Barnett doesn't buy the front Jack puts up. She orders him to attend weekly sessions. Meanwhile, Will and Francie find a ticket stub in Sydney’s coat, an overseas plane ticket, not a ticket to Seattle as she said. They begin to wonder if she has been lying to them.

In the underground Russian facility, Sydney and Hicks access the cold-storage room where Khasinau's data core is stored. Sydney must go in with a cold suit, as the core must be kept at a temperature halfway to absolute zero, and skin exposure can be fatal. While in the core room, the alarm is triggered by a guard, and lockdown procedures begin. During the melee, Sydney is knocked down, and her helmet visor begin to crack. The cold begins to knock her out, but Hicks manages to shoot out a glass door and pull Sydney to safety. They manage to escape the facility and make it to a safe house. While there, Sydney and Hicks pick up their interrupted relationship right where they left off.

Jack tries to talk his way out of counseling. Victor Garber's "I doesn't need counseling" discourse, is classic Jack Bristow.

What could she ever say that could satisfy you?”
-Jack, to Sydney, about her mother

You haven't got a clue what's required to lead the kind of life I lead. To maintain a balance between two lives and protect my daughter in the process. The kind of person who does that, the kind of person I have to be, is not the kind of person who would come in here and talk to you.”
- Jack, to Dr. Judy Barnett

In Vienna, Sydney wears a blond wig, a mask, and a ball gown to a masquerade ball.

Earrings that blink an infrared signature, so that an SD-6 operative can identify her.

Los Angeles (N is highlighted), Vienna (A is highlighted), Los Angeles (O is highlighted), Arkhangelsk (G is highlighted)

Original U.S. Airdate: April 14, 2002
Written by: Jesse Alexander and Jeff Pinker
Directed by: Barnet Kellman
Guest Stars: Peter Berg, Natasha Pavlovich, Stephen Spinella, Boris Lee Krutonog, Angus Scrimm, Paul Lieber, and Patricia Wettig
Songs: "From the Summer" by Matt Beckler; "Lover, You Should Have Come Over" by Jeff Buckley; "Ready, Steady, Go" by Paul Oakenfold; "There's Something Better" by Hathaway; "My Favorite Regret" by Gigolo Aunts

Khasinau’s men find the safe house where Sydney and Hicks are hiding, but they manage to escape on a motorcycle, then are picked up on a rappel line by an SD-6 C-130 cargo plane. Back in the States, Vaughn informs Sydney that they are tracking a hitman called “The Snowman,” who has a contract to find and dismember Khasinau.

At SD-6, Noah tells Sydney that he has quite a bit of money stored away in bank accounts that he skimmed from the Russian mob. He tells her it is enough for the two of them to run away together. Sydney is reluctant to take Noah’s offer. Jack tells Sydney that there was no useable information on Khasinau’s whereabouts on the data core, but there are several video files of her mother, after her disappearance. Jack does not want to see them, but Sydney does look at them. She recognizes one of the men debriefing her mother, whose real name was Irina Derevko, as the man she knew as Bentley Calder, the FBI spy hunter who was supposedly killed in a car wreck chasing her mother. It turns out Calder is actually Igor Sergei Valenko, a KGB agent.

Vaughn travels to Bogota, where he meets an informant named Kishell. Kishell was horribly disfigured by the “Snowman” years ago and Vaughn hoepd he may be able to provide information on his whereabouts. Kishell agrees to use his contacts to find the “Snowman,” but asks Vaughn in return to make sure he suffers.

Hicks is interrogated about some questionable financial matters, but at Sydney’s urging, Jack helps to have him released. Sydney learns a man matching Calder’s description was spotted entering a facility in Cape Town, South Africa. Sydney and Hicks break into the facility, and using a gadget provided by Marshall, manage to access the data from the facility's computer mainframe, by dangling Sydney over a computer station from a line, much like Tom Cruise in Mission Impossible. Hicks is injured when Sydney’s line loosens and she nearly hits the sensor-sensitive floor, and he has to wrap the line around his arm. Later, they learn nothing was on the laptop, and an internal EMP may have erased their drive as they left.

Jack finally views the video of Irina Derevko, and he watches her call him a fool for falling for her. Afterwards, Jack asks Dr. Barnett for time for counseling. When Sydney returns from Africa, Will and Francie confront her about the overseas ticket. She tells them that her job changed recently, and she is often asked to go on international trips for overseas clients on confidential matters, so she couldn't tell them about it. They accept her explanation.

At SD-6, Sydney learns that Noah Hicks has volunteered for a long term assignment. He plans to use the mission to escape and go into hiding with a reluctant Sydney. After Hicks leaves, Marshall is able to retrieve erased data from the computer used in Cape Town, and finds Calder's location. Sydney and Dixon go to Calder's home in Australia, about the same time Vaughn learns that the “Snowman” is in Australia as well, presumably on Calder's trail. Sydney infiltrates the house, only to find dead guards and a masked man in the process of killing Calder. Sydney begins fighting the man, and Sydney pulls a knife. In the struggle, the man falls on the knife, and Sydney takes off the man's mask to learn the identity of the “Snowman.” It is Noah Hicks. As Dixon enters the room, Sydney sobs over Hicks’ body.

Marshall demonstrates his “noise control” device. In a rare comedic moment, Sydney, Hicks, and Marshall make comments and speak to each other with no sound being heard.

Sydney breaks into the Cape Town facility to steal data from their computer. While reminiscent of a scene from Mission Impossible, the scene succeeds in creating suspense as Sydney struggles to get Hicks’ attention, who cannot hear due to the noise control device.

You must promise me one thing: that when you find him, he will suffer too.”
- Kishell, to Vaughn, about the “Snowman”

I tried to keep you from this. I want you to know that.”
-Noah Hicks’ dying words to Sydney

For the Cape Town mission, Marshall creates an active noise control device, which emits an out-of-phase signal to “cancel out” any noise up to 200 dbs.

Los Angeles (G is highlighted), Bogota (G is highlighted), Cape Town (C is highlighted), and Mackay (C is highlighted).

Patricia Wettig, who plays Dr. Barnett, is married to Ken Olin, who has directed many classic episodes and also had the uncredited role of David McNeil.

Original U.S. Airdate: April 21, 2002
Written by: John Eisendrath
Directed by: Daniel Attias
Guest Stars: James Handy, David Anders, Tony Amendola, Kirk B.R. Woller, and Amy Irving
Songs: "Coming Down" by Trickside; "I'm Gone" by Alison Krauss & Union Station

Sydney tells Vaughn about Noah Hicks, and admits she feels lost in what she must do. Vaughn shows Sydney the same structure chart he showed her at their first field briefing, only this time, it shows all of the people Sydney has taken out of the structure. He tries to encourage her to stay the course.

Will, while at Sydney and Francie’s house looking for a rat, gets a call from the mysterious voice, telling him that Jack Bristow was the one who kidnapped him. At first, Will doesn't believe it, but later, after studying a picture of Jack, he realizes the voice was right.

At SD-6, Sydney suggests a plan to “bait” Khasinau by breaking into an art museum rumored to have Rambaldi artifacts, and claiming to steal a vial of Rambaldi solution. The hope is that Khasinau will believe there is a second vial of solution (the CIA has the original, and SD-6 believes Khasinau has the original from the McKenas Cole break-in). The CIA will then pose as the thieves and offer to sell the solution to Khasinau in an effort to track him down. Sydney later visits Emily, and during the conversation Emily admits to know about SD-6 and Arvin's involvement. Security section is monitoring Emily's conversations and hears her admission.

Sydney and Vaughn head for the museum in Algeria, posing as insurance executives wanting to ensure the museum, and Sydney is able to get to an airshaft and use a winch line to move down it to the museum vault. Meanwhile, Vaughn stages a museum security test, during which the power is shut off, giving Sydney a small window during which her actions will be undetected. She accesses the vault and begins taking items (they will be returned later) as a cover for “taking” the Rambaldi solution. When the museum curator demands the power be turned back on, Sydney’s line gets entangled in a shaft fan, and Sydney (who is still attached) is quickly pulled up the shaft. She manages to free herself and exit the shaft, but she drops an explosive charge she is carrying, which goes off in the bottom of the shaft.

Back in L.A., Will confronts Jack in a bar. He tells him he knows what he did, and that a source seems to know all about him. Jack denies the accusations, and later tells Devlin that there is a mole in the CIA, and suspects Haladki. Devlin is not happy with Jack’s recent actions and tells him he will handle it his way. When Sydney arrives back in Los Angeles, she admits to Francie in a quiet moment about her affair with Noah Hicks, but doesn’t tell her he’s dead. Francie knew of Sydney’s first romance with Hicks, and doesn’t care for him. She tells her that she was too good for Noah anyway.

Will and Jack meet again, and this time, Jack admits he works in intelligence, but Sydney is unaware of his work. He tells Will that he isn’t the one who killed Danny or Eloise Kurtz, but he holds some responsibility for their deaths. He admits to trying to get Will to drop the story for his sake and Sydney’s. He begins to work with Will to attempt to find out who the mysterious voice on the phone is. He starts by telling the voice (through the bug) that he is back on the story. Meanwhile, the Alliance tells Sloane that he must kill Emily now that she knows the truth, and doing so would enhance his standing in the Alliance.

SD-6 learns that Khasinau is planning to buy a second ampule of the Rambaldi liquid from a group called Raslak Jihad (actually Sydney and the CIA) and send Dixon to intercept the exchnage the get the ampule. Sydney is unaware that Dixon is coming. In order to prove to Sark she is who she says she is, she has to spar with him using a latajang. After besting Sark, they begin the exchange. She gives Sark the real solution, but before she can switch it with a fake, Dixon storms in. The episode ends with Dixon holding Sydney and Sark at gunpoint, and even though Sydney is covering most of her face, Dixon seems to recognize her.
We need a professional. We need a hit man.”
-Francie, trying to solve their rat problem.

"There are a few things we need to talk about, and uh, quite frankly, you scare me.”
-Will, to Jack

Focus, Mr. Tippin!”
-Jack, to Will

While not much of a disguise, Sydney goes undercover as an insurance investigator in a business suit at the museum in Algeria. In Denpasar, Sydney wears a traditional female Indonesian robe, headdress and veil when she impersonates a member of Raslak Jihad. She also darkened her skin with makeup

While not a gadget per se, Marshall takes Edward Poole's body scan when he visited SD-6 and finds he carried a second phone. He taps into the phone's line, gets Khasinau's number when Poole calls him, and taps the line. He then learns of Khasinau's plan to buy the second ampule.

Algeria (G is highlighted), Denpasar (P is highlighted)

Original U.S. Airdate: May 5, 2002
Written by: Erica Messer and Debra J. Fisher
Directed by: Ken Olin
Guest Stars: David Anders, Derrick O’ Connor, Jospeh Ruskin, Wolf Muser, Kamala Lopez Dawson and Amy Irving
Songs: "Autumn Leaves" by Jacintha; "Since I Fell For You" by Sydney Bristow (Jennifer Garner); "Just Like You" by Maren Ord

In the standoff with Sydney, Dixon, and Sark, Vaughn tosses a smoke grenade, and in the confusion, Sark takes off. Vaughn captures him, but has to leave him handcuffed to a gate to help Sydney, who is cornered by Dixon. Dixon cuts Sydney with a knife in a fight, but Vaughn helps her escape.

Will talks to the mysterious voice on his cell phone, and tells him that he knows about “The Circumference” and wants to meet. He later meets with Jack, and tells him that a meeting is scheduled - in Paris. Jack gives him a bug that will pass inspections but will hopefully record the voice of the mole or his associates.

At SD-6, Sloane meets with Alliance partner Ramon, to ask the Alliance to spare Emily’s life for now and allow her to die naturally. Ramon tells Sloane not to kill Khasinau, but rather gather intelligence from him, and in return the Alliance will consider his request. Sloane then goes in to talk to Sark, whom they captured in Denpasar. Sark is willing to change alliances. He makes plans to make his scheduled meet with Khasinau in a Paris nightclub he owns, but will inform Sloane of any intelligence he learns. Sydney will go undercover as a singer at the club during the meet, and Dixon will break into Khasinau’s office to retrieve a Rambaldi page there.

In the Paris club, Sydney uses one of Marshall's gadgets to get Khasinau’s biometric signature, which is downloaded to Dixon’s phone. Dixon in turn uses it to break into Khasinau’s vault and get the page. Sydney is about to leave when she sees Will being brought in for his meeting. She is unaware of Will and Jack’s plan, so she assumes he is in big trouble. With Dixon on his way to their meeting place, Sydney goes into the room where Will is being held, and frees him. Will, of course, is shocked to see Sydney, and when they try to leave the club, they are spotted by Khasinau’s men and a gunfight breaks out. Sydney uses a couple of signature moves to kill the shooters and escape from the club. Jack is waiting outside to drive them away and isn’t happy that Sydney has not only blown her cover with Will, but they didn’t find out who the mole is. Sydney tells Jack that there were no CIA agents there, only Khasinau’s men, causing Jack to wonder who at the CIA has been bought by Khasinau.

Sydney and Jack take Will to a CIA safehouse where he is given a new identity in order to leave the country. Once back in the states, the CIA plans to put him into protective custody. Jack believes Khasinau knows Sydney and Jack are CIA and is trying to expose them.

After hearing about the success in Paris, the Alliance agrees to spare Emily. However, Emily later discovers that she isn’t about to die, and in fact her cancer is going into remission. While Sloane is relieved, he also knows what this will mean once the Alliance finds out.

At SD-6, Sloane reveals that he gave Sark wine laced with a radioactive isotope that can be traced. Sark believes once SD-6 released him to meet with Khasinau, they would not be able to find him. An SD-6 team tracks Sark to a warehouse in Geneva, but instead find he has received a blood transfusion, and has escaped. In Los Angeles, Sark finds the safe house where Will is being held. The episode ends with Will opening his door and being shot by Sark.

Will's rescue from the club. Will's reaction to Sydney, a major turning point in the series, is one of his character's best moments. The gunfight that follows is a great mix of stunts and Will's astonished reaction to them.

Why does that guy have such a guilty look on his face?”
Yesterday, Ginger told Rod that Gavin was Ruby’s pimp, but Rod didn’t even know that Ruby was a prostitute.”
Who’s Gavin?”
Ruby’s father.”
- Sydney, catching up on a soap plot, and Francie, filling her in

There is a line that we have been sworn not to cross. We’re about a mile past that.”
I don’t know how to be Sydney’s handler without making it personal.”
Figure out a way.”
- Weiss, upset over Vaughn's actions, and Vaughn's response

WOAH! Oh my God, what the hell is going on?”
- Will's yell in response to seeing Sydney
Syd, I don’t love you because of what you do or what you don’t do. I just love you.”
-Will, to Sydney

Sydney goes undercover as a singer in Khasinau's nightclub wearing a bright red wig and a strapless top and black slacks, which come in handy when she has to do some high leg kicks later in the club's bar.

A ring with a cardiac event recorder, which sends the bio-data to a cell phone Dixon carries, which can replicate it. The ring is used on Khasinau, who has a heart condition, and his bio-signature opens his vault.
Denpasar (A is highlighted), Los Angeles (O is highlighted), London (D is highlighted), Paris (A is highlighted).

It took ten minutes and thirty seconds for the credits to appear.

Original U.S. Airdate: May 12, 2002
Written by: J.J. Abrams
Directed by: J.J. Abrams
Songs: "My Skin" by Natalie Merchant;
"Music Response" by The Chemical Brothers;
"Supermoves" by Overseer; "Canzone Del Salce" (Verdi's Othello) by Miriam Gauci

The episode opens with Will being dragged into a dark room and being handcuffed to a chair. As it turns out, Sark only shot him with a tranquilizer dart. Sark and the Taiwanese torturer known as "Suit and Glasses" begin questioning Will to find out what he knows about the circumference. Unfortunately, Will can't tell them anything, since Jack only gave him the word, not what it means.

Back in Los Angeles, as she talk with Francie about her restaurant, Sydney gets a call from Sark, telling her that they have Will and want the Rambaldi page and the ampule of Rambaldi solution in return. The page is in an SD-6 lab on an island off the coast of Santa Barbara, and the CIA has the ampule. Jack and Sydney begin to plan on getting both to exchange for Will. She speaks to Vaughn, and while she doesn't admit she is planning something, he senses something is up. Meanwhile, Sloane takes Emily to a beachside bed and breakfast, and while there, he tells her the whole truth about SD-6.

To get the page from an SD-6 lab, Sydney gets Sloane's fingerprints and records his voice to create a voiceprint that will open the doors to the Santa Barbara lab. Dixon finds out Sydney's call sign on the mission in which he was shot was actually “Bluebird,” not “Freelancer,” as he remembers her saying. Dixon's suspicions with Sydney continue to grow.

Weiss tells Vaughn he needs to report his suspicions about Sydney to Devlin, but he refuses. At SD-6, the Alliance offers Sloane a full partnership, if he agrees to kill Emily and “contain the leak.” In Taipei, “Suit and Glasses” begins to torture Will.

Sydney, using Sloane's fingerprints and voiceprints, breaks into the Santa Barbara lab via an underwater pipe and steals the Rambaldi page. When she comes ashore, Dixon is waiting for her. He wants an explanation or he will turn her in. While she refuses to say exactly what she is doing, she tells him she is not a traitor. At the CIA, Devlin confronts Vaughn after Weiss tells hm about his suspicions. Vaughn admits Sydney may be hiding something. His confession comes too late: Jack has already taken the ampule from the CIA. Jack calls Devlin to tell him what he is doing. Back in Taipei, “Suit and Glasses” gives Will a shot of a liquid to get him to talk, which he says paralyzes one in five as a side effect. He continues to grill Will about the “circumference.”

Sydney and Jack put the Rambaldi solution on the page Sydney stole, and find it has the illustration of the device Sydney stole from Taipei in the first episode. Jack theorizes that the device is the “circumference,” and the page has instructions on how to use it. Jack realizes that Haladki mentioned the “circumference” to Devlin, but doesn't have the clearance to know about it, thus someone else told him about it. Jack then kidnaps Haladki and begins to torture him, during which he admits he works for Khasinau. He tells Jack where the “circumference” is, and after Jack tells him he nearly had Sydney killed by trying to expose her, he kills him.

Vaughn finds Sydney and tells her he is willing to help her get Will. Sydney, Vaughn, and Jack go to Taipei. “Suit and Glasses” realizes Will doesn't know about the “circumference” or he would have said already. They prepare him for the trade with Sydney, but Will grabs the needle with the fluid he was injected with, and manages to stab “Suit and Glasses” with it, after which, he is dragged away.

Sydney and Vaughn enter a club and use it to gain access to the pharmaceutical warehouse next door. Meanwhile, Jack makes the exchange for Will with Sark. Will, badly beaten, gives Jack a hug. Sydney enters room 47 in the warehouse, and finds the circumference device, only this time it is not a foot long, but rather over twenty feet long, with a large ball suspended over it, as before. She knows the ball is filled with water, but she destroys the device with explosives once guards find her. Vaughn enters the warehouse to back Sydney up, only to find Sydney running down a hallway trying to get out, with a flood of water rushing behind her. Sydney manages to get out of the hallway as a safety door shuts, but Vaughn doesn’t get out in time. Unable to open the door, Sydney can only watch through a small window as the water hits Vaughn, and he is submerged. Sydney tries to break the window, to no avail. As Vaughn disappears in the murky water, Sydney is knocked out by a guard who comes upon her.

Later, Sydney wakes up, handcuffed to a chair. Khasinau comes in, and Sydney wants answers. He says she should talk to his boss. Sydney then learns the true identity of “The Man.” A woman, draped in shadow, enters and tells Sydney that she's waited almost thirty years for this moment. Sydney can only utter one word: “Mom?”

Of course, the final three minutes of the episode are some of the best ever in the Alias series. While viewers contemplated whether or not Vaughn is dead, they received a second shock: the introduction of Sydney's mother.

Emily's final scene. Faced with the truth, and unaware Sloane has to kill her, she tells him she loves him and forgives him.

There are plenty of smaller scenes and character exchanges that make this a classic episode: Haladki's torture and death; Will giving “Suit and Glasses” a taste of his own medicine, literally; and Vaughn pushing off a guy trying to put the moves on Sydney in the Taipei club as she smiles over his act of gallantry.

I don't need rhetoric, Sydney. Right now, I need a reason not to report you to Security Section.”
-Dixon, to Sydney

If you're doing what I think you're doing, I'm in, if you need me.”
- Vaughn, to Sydney

What I'm trying to say is, I forgive you.”
- Emily, to Sloane

You should read Tippin's stuff, it's not so bad.”
- Jack, to Sark, when asked why he bothered to save Will's life

Please pass along to your daughter how much I enjoyed the stage show in Paris. She has her mother's singing voice.”
- Sark, to Jack

I have waited almost thirty years for this.”
-Irina, to Sydney, and her response

To go undercover in the Taipei club, Sydney wears a blue wig, black leather pants, and a fish-net leather top.

Los Angeles (A is highlighted), Taipei (T is highlighted)

The room number at the Taipei lab where the Rambaldi device is stored is 47.

Speculation over whether Vaughn had died continued that summer, and Michael Vartan was not allowed to discuss the matter to reporters. It was announced during the summer that Lena Olin had been cast as Sydney’s mother for season two.