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Season 1, episode 12
Series 112
1st release: 01/20/02
2nd release: 07/14/02
Production number: E641
Last update: 08/09/03

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SYNOPSIS by Sally Dye
COMMENTARY by Adriane Saunders

Jennifer Garner as Sydney Bristow
Victor Garber as Jack Bristow
Ron Rifkin as Sloane
Merrin Dungey as Francie
Carl Lumbly as Dixon
Kevin Weisman as Marshall
Michael Vartan as Vaughn
Bradley Cooper as Will

Quentin Tarantino (McKenas Cole)
Joey Slotnick (Haladki)
Agnes Bruckner (Kelly McNeil)
Sarah Shahi (Jenny)
Patricia Wettig (Dr. Judy Barnett)
Greg Grunberg (Weiss)
Jennifer Tung (Toni)
Ben Bray (Tchen)
Kristof Konrad (Endo)
Igor JiJikine (Chopper)
Dave Lea (Ice)
Jeff Wolfe (Gamov)
Randy Hall (Security Agent #1)
Lawrence Lowe (Security Agent #2)

Written by Jesse Alexander and John Eisendrath
Directed by Jack Bender

Broadcast on ABC, 9-10pm, Sunday nights.


Quentin Tarantino begins a two-part guest stint in this tense installment. The Pulp Fiction auteur (who nabbed an Oscar for the 1995 film's script) plays McKenas Cole, a former SD-6 operative left for dead after a botched mission in Chechnya. Now he's back and ready for revenge, taking the Credit Dauphine headquarters by siege. His goal: Crack the agency's wired-to-blow vault and give the duplicitous Sloane a fatal lesson in torture techniques. But what Cole doesn't know is that two brave Bristows are on the loose somewhere in the building, cooking up a desperate plan to save the day. TVguide.com


This synopsis is by Sally Dye.


Scenes from previous episodes, culminating with Jack's confession that Sydney's mother was the KGB agent responsible for the death of several CIA agents, including Vaughn's father. Sydney rushes out of the room, but Jack follows her and tells her the rest of the story. Sydney's mother had been sent to the US to steal secrets from a ranking officer of the CIA -- Jack. He had believed she loved him, but she used him to carry out the KGB's orders. Sydney can't listen. She goes home and throws her mother's pictures into the fire. Later, she tells Vaughn that none of what she believed about her mother was actually real. She tells him she is sorry about his father. Vaughn doesn't say anything. They just hold each other..........

At SD-6, a maintenance van pulls into the parking garage, Several people emerge and begin assembling various weapons. A security guard comes to check it out, but is knocked out from behind.........

Sydney tells Vaughn she is resigning from SD-6. She wants her life to be real again. He warns that Sloane will have her killed, but she says she doesn't think he will. She says they -- she and Vaughn -- should attend a hockey game together, knowing this would blow her cover as a double agent.........

Will decides that continuing his story on SD-6 will probably endanger David McNeil's daughter. He tells Jenny he is off the story..........

The intruders gain access to SD-6. Sloane sees a familiar face on his surveillance screen and begins an identification search on the computer. Meanwhile, Sydney pulls into the parking garage. She sees the maintenance van, but walks on by. The driver pulls out a gun and aims at the back of her head........

Act I

Before the driver can kill Sydney, Jack pulls into the garage and runs to catch up to her. The driver ducks back into the van. Jack has been told of Sydney's intentions and tells her the Alliance Sloane works for will kill both her and Sloane if she goes through with it..........

Sloane discovers the identity of the face he recognized -- McKenas Cole. He immediately orders a lockdown of the building, but it is too late. Cole himself answers the phone from the security room.........

Jack tells Sydney that not only she will be in danger, but also her friends. They get onto the elevator, but as they start to ascend, the lockdown goes into effect and traps them in the elevator. In other parts of the building, gas pours into the rooms and knocks out Sloane and all the other SD-6 agents..........

Will receives a call from the mysterious voice, who tells him to go to his desk. He finds a sealed envelope there. He tells the caller that he is off the case and not to call him anymore. He throws the envelope into the trash.........

Vaughn tells Weiss that Sydney wants to quit SD-6. Haladki interrupts their discussion to tell Vaughn that Dr. Barnett, the CIA psychologist, wants to see him..........

The elevator starts up again, but Jack and Sydney have realized that SD-6 must be under attack. They know that when the elevator doors open, whoever is in control of SD-6 will find them.

Act II

When the elevator doors open, Cole's men are waiting, but the car appears empty. Jack and Sydney have escaped out the ceiling of the car. They climb down the shaft to the basement. There Jack is able to tap into the security cameras, and they see the other agents being held by men armed with the latest sophisticated weaponry. Cole is reminding Sloane about how he was captured while on an SD-6 mission to Chechnya. He blames Sloane for not getting him out. He is now working for someone else, who wants some device Sloane has in the SD-6 vault. He wants the combination. Sloane refuses........

Vaughn goes to see Dr. Barnett. He tells her he doesn't need crisis management, but she wants to talk about his relationship with Sydney. She is concerned that the relationship is going beyond agent/handler........

Jack says if the vault is opened now, an explosion will bury the building and everyone in it. He asks Sydney about Marshall's descrambler device, and Sydney says she's seen it. They find the surveillance camera overlooking Marshall's office and see the descrambler lying on his desk.......

Cole tells Sloane about his capture and torture by the Russians. He had told them he was CIA, but the KGB contacted Langley and were told there was no agent named McKenas Cole...........

Jack wants to go through the air shafts to Marshall's office, but Sydney convinces him she'll be faster. She gets into the shaft muttering, "I can't believe, of all things, we're saving SD-6"..........


Will goes to a restaurant expecting to meet a woman he hopes to interview for a story, but instead he is met by David McNeil's daughter Kelly. She had received a message to meet him there. Will tells her he never called her and leaves.........

Vaughn accosts Haladki, asking why he reported Vaughn to Barnett. Weiss has to break up the confrontation........

Sydney makes it through the air vents to Marshall's office and lowers a magnet to try and snare the compact-sized descrambler. Jack is monitoring by video and sees Cole's men break through the outer door of the vault. Sydney can't get the descrambler with the magnet and opens the vent so she can get into the room. Jack knows she will be detected by the guard just outside, so he uses the light on the security camera to send Marshall and Dixon a Morse code message to create a distraction. Marshall finally sees the blinking light, and they distract the guards. Sydney drops into the room and gets the device. She gets back into the vent and closes it just as one of the guards comes to check out the room..........

Still trying to get Sloane to give him the vault combination, Cole takes out a box holding what he calls "needles of fire". He prepares to insert one of them into Sloane's hand.

Act IV

Sloane stops Cole from sticking the needle into his hand and says to get a pen. He gives Cole a series of numbers........

Kelly McNeil follows Will back to his office and tries to convince him to help her father. She says SD-6 killed her mother and framed her father. Will says more innocent people -- like her -- may get hurt if he tries to do something about it. Kelly says the lawyer Stoller can send her away to a safe place so that her dad can tell his story without fearing for her life. Will gets the envelope out of the trash and opens it. A key falls out onto his desk.........

After Sloane gives Cole the combination, Cole sticks the needle into his hand anyway and says now to give him the real combination. Sloane does, and Cole and some of his men set out for the vault. Sydney gets to the vault first and scrambles the lock. She gets back into the air vent just as Cole arrives. He punches in the code, but access is denied. Sydney starts to crawl away in the vent, but Cole hears her. He takes one of the machine guns and fires into the vent. Sydney avoids the bullets but hears the men coming into the shaft to search for her......

To be continued


This commentary is by Adriane Saunders.

SD-6 is under attack! Yet an another unexpected twist for Alias. Armed and dangerous, a random assault team breaks--at a run--into SD-6 Headquarters. Knockout spray through the ventilation system simplifies the takeover. Machine guns and duct tape keep everyone immobilized. Three guards are killed.

What goes around comes around. This week's "action" hits SD-6 Sloan in the face, and involves everyone else at SD-6 Headquarters, without exception.

And, surprise, surprise--SD-6 is breached not by any of its expected compatents like K-Directorate, by one of its own, a now embittered SD-6 x-agent named McKenas Cole. Captured and tortured by Russians after a botched SD-6 mission pick up 5 years earlier, Cole is back now for vengence. This time he brings his own "back up", under his own command--and that of his boss, "The Man".

But, wait! Back up a minute. Syd's not in the building, neither is her father Jack.

Flip back to last week's episode. Syd is in a conference room full of CIA senior officers, looking uncomprehending and quietly shocked--her mouth open. Syd has just learned her mother--not her father--was the KGB assassin 20 years ago who killed so many CIA agents, including Vaughan's father. Syd's own father, Jack, tells Syd this "truth" in that conference room.

Next, the door the conference room slams open and Syd exits, with her father just behind. "Wait! You can't lose control over this," he says. And Syd, resisting a lecture, tells him, "You've had a lot more time to make sense of this." Jack disagrees, saying, "There was a time when this was news to me too."

He tells Syd her mother--as a KGB agent--was sent to the United States specifically to steal secrets from the CIA, and the whole "meet" and "fall in love" routine with him was "just a set up". To which Syd adds, "Even to wanting to have a family?" Ouch!

Then, sentimental background music kicks in, complete with lyrics which compete with Syd's self-realization monologue to Vaughan. To whose words do I give attention? I pick Syd. The words of the background music are harder to decipher. And, I am not a big fan of heavy handed attempts to set "mood" with "talkie" music.

"Something happens when you discover the truth about someone," Syd says to Vaughan, "The truth changes everything." Really? Usually, more is needed--like insight about the "truth". Syd says, of her mother, "This woman, with a personality like a collage put together from the photographs, the few memories...the scraps of stories". Syd's insights about the "truth" about her mother is that "none of this is real." And, she now calls her mother "a horrible person".

For her mother's actions Syd apologizes to Vaughan. He embraces her, wordlessly. The sentimental music fades, and the Alias "get up and go" electronic beat switches back on. The scene shifts to the assault team's van entering SD-6's underground garage. A security guard responds and is killed.

While the assault is in progress at SD-6, the scene shifts back to Syd and Vaughan elsewhere. Syd is saying, "I don't want this job anymore...I need someone in my life to be real." To which Vaughan responds, "This, what we do right here is real." Syd is not convinced. "I want out," she says, then suggests a hockey game to Vauhan imagining a life apart from SD-6 is possible for her. "You can't do this," Vaughan tells her.

Yeah, really! I find all this--the "horrible person", "I want out" pronouncements by Syd--rather flat, not the acting, but the script. The script here skips, like a stone, across the surface of Syd's characterization and motivation. Little depth or substance. Some emotional or psychological steps are missing from the script.

Syd was not ready to quit SD-6 when she believed her father was the KGB killer. Why then would she quit for her mother? That makes no sense. Syd is intent on destroying SD-6. She can hardly do that without being "on the inside". That she would crumple or destroy her mother's photos is possible--maybe even probable, and she does. But, remember, Syd has little evidence of who or what her mother is or was--only hearsay, Jack's say so in the conference room.

Shock is to be expected, confusion, self-doubt at her own remembrances, but still, this is Syd's mother! Why doesn't Syd ask for evidence of her mother's alleged guilt? A few codes scribbled in the margins of some books is the only "indicator" offered. Just because a roomful of people--in this case CIA senior officers--believe something does not make it so.

Syd does not have a loss of what is "real" about her mother, only her "illusions" about what is real. Then again, maybe Syd should give her mother's "memory" another look. Her mother could not possibly have been such "a horrible person", not only that. Look, afterall, at what her mother created: Syd. And, Syd is a remarkable human being--and an agent extraordinaire.

The scene shifts again, this time to Will's newspaper office. His assistant, Jenny, tells him what little her researches have turned up about SD-6. Will worries that he is hurting the people he is writing about, including David McNeil's daughter Kelly, Eloise Kurtz, and Danny Hecht--Syd's murdered fiancee. "I don't think I can do this anymore, this SD-6 story," Will says, "I'm out."

Just as Will says "I'm out", the assault team at SD-6 is "in", having cut through a wall in the underground parking. Not too much later, Syd--on her way to quit SD-6, and her father Jack pass through the SD-6 parking garage, and enter an elevator. Jack tries to give Syd a "wake up call" about quitting SD-6--or thinking she can.

Syd tells him, "I felt this way even before I found out about my mother. This life has to stop." Then, word to deed, the elevator stops and all the lights go out. Like Will's "I'm out" comment, followed by a scene shift to an assault team coming "in" to SD-6, the "this life has to stop" from Syd just as the elevator does, delights me. I love Alias' snappy transitions between scenes. Perfect.

Of course, Syd and Jack realize that a "lockdown" is in progress, and so swing into action--literally. When the elevator doors open to the assault team on the upper floor, Syd and Jack are gone. The two are out the escape hatch for the elevator, then down ladders to the basement. Here Jack accesses surveillance cameras round the building to see what is going on.

Syd and Jack set into motion plans to rescue their fellow SD-6 agents. This involves Syd going through the ventilation system of SD-6. Just before she gets in, she says, "I can't believe--of all things--we're saving SD-6."

The assault on SD-6 proceeds, in tandem with Syd's and Jack's rescue attempts. Simultaneously, Will quits his SD-6 story--only to be drawn in again by the mysterious voice on the phone, and David McNeil's daughter Kelly. Vaughan is obliged to visit a CIA "shrink" about the revelation that Syd's mother killed his father, and to deal with office politics, and another agent who is causing him problems.

The vengenceful Cole takes Sloan to the "conversation room" for a little "friendly" chat. Sloan is told to give the combination to the SD-6 vault or else--torture. Cole's threat is "The Box" named as the title of Episode 12. "The Box" contains torture implements. Despite this, Sloan says to Cole, "I can't be the first person having difficulty taking you seriously." Yes! Though ballsy of Sloan to say so, under threat of torture--I concur.

The threat to SD-6 comes more from "wildcards" with high powered rifles, and with SD-6 own "lockdown" procedures--the building set automatically to self-destruct--than from Cole, who lacks chill or venom. In fairness, though, that perception may be less the fault of the actor playing Cole, than with his uncanny resemblance, for me, to "The Joker" in old Batman comics.

Or, maybe, the name given his boss, "The Man", did me in. Is this a joke? The expression "You the Man" is so much a part of popular culture these days, that calling anyone "The Man"--let alone the "arch villian" in a TV show--strikes me as hilarious. A little short on imagination?

And, so it goes. We see less of Syd in this episode. What we see instead is a montage of snapshots of action in different rooms--in SD-6 Headquarters, Will's newspaper office, Vaughan at the CIA, Cole and Sloan in the "conversation room". All these snapshots kindle the suspense and fast forward the plot. And, the threat to SD-6 Headquarters, and Syd's and Jack's rescue attempts underline it all.

Boxes, montages--everyone is in their own. SD-6 agents are boxed in by the assault team, x-agent Cole by his bitterness, McNeil's daughter Kelly by her impotence in finding anyone to help her father, Will by his fear. And Syd is boxed in, not only by being unable to quit SD-6, but by the vents and air shafts she climbs through, in her attempts to "save SD-6'. Not only Sloan in the "conversation roon" faces a "Box".

At the end, SD-6 is inches away from self-destruction, as Cole's assault team breaks into the vault, and Syd scrambles along inside the vents, gunfire spitting holes beneath her. In fright, and breathing too loudly, Syd scrambles up an air shaft. A spinning fan at the top blocks her escape. And so ends Alias for another week, or more.

In fact, "tune in next week" becomes "in two", as Alias is pre-empted for weekend award shows. First to air is the "People's Choice Awards", for which Alias wins "Best New Dramatic Series". Next come the "Golden Globes", for which Jennifer Garner--alias agent Sydney Bristow--wins "Best Dramatic Actress".

Bravo, Jennifer Garner! Bravo, Alias! Well deserved. We applaud you!


01-10-02. From Tipster D:

The Box #1 1-20-02
The Box #2 2-03-02

Quentin Tarantino begins a two-part guest stint in this tense installment. The “Pulp Fiction” auteur (who nabbed an Oscar for the 1995 film's script) plays McKenas Cole, a former SD-6 operative left for dead after a botched mission in Chechnya. Now he's back and ready for revenge, taking the Credit Dauphine headquarters by siege. His goal: Crack the agency's wired-to-blow vault and give the duplicitous Sloane a fatal lesson in torture techniques. But what Cole doesn't know is that two brave Bristows are on the loose somewhere in the building, cooking up a desperate plan to save the day.

The conversation with Sydney and Vaughn happens fairly early in the episode, from what I can tell. It happens after she tells him whatever her plan is involving SD-6. (SPECULATION BASED ON CONTEXT...) Looks like she's planning to quit SD-6 and if Sloane won't let her she is possibly planning on going to the FBI and/or Justice department and also alerting the press . (for those who didn't see it before, after Sydney tells Vaughn what her plan is, she asks him if he likes Bach because she heard it playing in his office one day and tells him that the philharmonic is playing the Brandenburg concerto and asks if he wants to go. He tells her that she can't do this (I think referring to her "plan") and she tells him that since she's getting her life back she'd like him to be a part of it.

SD-6 is being infiltrated by McKenas Cole (I'm thinking Tarantino) and his men while Sydney is walking through the parking structure.They're posing as a/c repairmen. Sydney is oblivious to the whole break in thing. In fact as Sydney is walking in she sees one of Cole's men in a van and he smiles at her, waves and tells her to turn her frown upside down. When she walks past him he levels a laser sight at the back of her head then lowers it as Jack comes screeching into the garage, gets out and hurries alongside Sydney and tells her she's committing suicide. He tells her that Vaugn told him of her plan and that the FBI and Justice department know about SD-6 and that Sloane knows they know. Sydney then tells him that the newspapers don't but Jack tells her they won't publish without other sources and that SD-6 will eliminate her and anyone they think she's talked to including Francie and Will.

You can then see Cole and his men going through the air ducts and through the vents we see Dixon working...Sloane passing by..As they come out of the vents a janitor happens to turn the corner and is shot immediately and is frisked by one of Cole's men (Endo, the explosives expert) for a keycard while Cole peels off his coveralls revealing an immaculately tailored suit. You can tell he means business.

Jack ends up revealing something to Sydney in the elevator (remember the guard from the pilot episode? Jack orders him out of the elevator, so apparently it's something big) Sydney gets extremely torn up with emotions - empathy, sadness, relief - and tells him that he should have told her before, that he was carrying an impossible weight and he didn't have to do that. She's hoping that he takes the opening to bond but he just continues to stare at the panel lights of the elevator and then goes to stop the elevator to tell her she can't do this. She tells him that it's not up to him - but he tells her he will hurt her if he has to. She calls his bluff though - and tells him no, he won't.

Basically it looks like SD-6 is being taken over by Cole because he's interested in what is in the vault. Dixon, Sloane and Marshall are amont the agents that are tied up and being held at gunpoint. Jack and Sydney are in the basement storage room watching on a monitor everything that's going on. After Cole tells Sloane that he will need the vault combination in 9 minutes (this is punctuated by Cole shooting one of the agents) Jack tells Sydney that last year when FTL intercepted a cache of stolen missles bound for Saudi Arabia, Marshall gave her a device to scramble the launch codes.

As Cole and his men are standing with Sloane in front of the vault Sydney is hiding in an air duct. Cole tries the combo that Sloane gives him and it fails so he orders one of his men to kill Sloane. Just then Sydney shifts in the air duct causing a crunch and Cole points a heartbeat monitor up towards the vent. He tracks down the heartbeat and opens fire. Jack is watching what's going on via the monitor and is directing Sydney (gotta love those earpiece thingies) to an upper level shaft while Cole and his men are still firing their guns into the wall. Sydney climbs into the shaft to the upper level and shimmies her way up only to find above her a fast moving fan that stops her ascent.

In the hallway the heartbeat monitor is showing no activity.

Sydney, up in the vent. is having trouble staying braced & as she starts to slide down the heartbeat monitor Cole has is starting to blip again. Cole and his men follow the blip to a vent. They kick it in and out comes...JACK! Having sacrificed himself for Sydney, he is now a hostage.

A little later (I think) Dixon, still cuffed watches one of Cole's men (Martin) pace back and forth. With each pass, Dixon goes unwatched for a few seconds. In that window he slides open a credenza. Inside: office supplies, computer disks and a palm pilot. Dixon eyes the computer on the desk across the room. It's on. He cranes to find Martin -- sees him light up a cigarette, his back turned. The next thing we see is a headset like operators wear and hear " Good afternoon...Central Intelligence Agency You're calling from where? SD-6..." She types SD-6 into her computer. A name scrolls across the screen - Notify Michael Vaughn Ext 7071. Vaughn is sitting at his desk totally tense. He's wondering if Jack was able to intercept Sydney, or if she told Vaughn she was going to quit. When the phone rings he jumps to get it. The operator tells him he has a call from SD-6 and even though she's not familiar with that branch she saw on the computer..he cuts her off as he tells her to put it through. Back at SD-6 we see on the computer screen "Voice over internet call in progress" as Dixon whispers to Vaughn that his name is Marcus Dixon and he is an agent with SD-6, as ID he gives him his payroll number...

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