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Season 2, episode 15
Series 215
1st release: 02/09/03
2nd release: 04/13/03
Last update: 08/09/03

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SYNOPSIS by Sally Dye
COMMENTARY 1 by Adriane Saunders
COMMENTARY 2 by Zero and E

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
Joey Slotnick as CIA Agent Steven Haladki
David Anders as Mr. Sark
Lena Olin as Irina Derevko/Laura Bristow

Christian Slater (Neil Caplan)
Terry O'Quinn (Kendall)
Yvonne Farrow (Diane Dixon)
Lindsey Ginter (Mr. Johnson)
Michael Enright
Tracy Middendorf (Elsa Caplan)
Arthur Young (Aaron Caplan)
William Dennis Hunt (Claude Shearer)
Simon Gray (Peter Kuntz)
Paul Michael (Tobias Dennet)
Evan Arnold (David)
Ahmed A. Best (Seth)

Written by Roberto Orci and Alex Kurtzman-Counter
Directed by Alex Kurtzman-Counter

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


This synopsis is by Sally Dye.


Scenes from previous episodes, culminating with Vaughn pulling Sydney away from dinner to make love. They wake up the next morning, and Sydney says it's her graduation day. She says she plans to quit the CIA.

Kendall refuses to accept Sydney's resignation. Even Jack says she is valuable to the CIA. Sydney says she is resigning anyway, and they can't stop her. Kendall says that Sydney won't have the clearance to see Irina if she resigns. Jack: "Legally, he's right. Ethically, he's an ass."

Sydney goes to see Irina. She tells her it's her graduation day, but Irina already knows. Sydney also says she's thinking of quitting the CIA, but that she won't be able to talk to her if she does. Irina says Sydney is too forgiving, that she doesn't owe her a second chance. She tells Sydney that the decision shouldn't be about her, and, in fact, if Sydney stays, she won't agree to see her anymore. Sydney leaves, and Irina's face is full of sorrow.

At an aquarium, a man and woman and their small son are looking at the exhibits. The man and woman argue, and when they look around, their son is gone. They split up to look for him. Sark approaches the man and tells him that he can help him find his son and his wife.

Sydney comes out in her cap and gown. "Francie" embraces her and tells her she's proud of her. The phone rings, and "Francie" says it's for Sydney. It's Sloane. He tells her that he was so disappointed to discover that she and Jack were double agents. Sydney is angry and tells Sloane just how much she wanted to slit his throat all those times she sat across the table from him at SD-6. Sloane says it was no coincidence that he was gone when she took out the Alliance. He says not to come after him: "I will end your life if you get in my way."

Sydney tells Vaughn and Jack about the phone call. They tell her that Neil Caplan, a mathematician, and his family have been abducted. They speculate that Sloane would want Caplan, who is an expert in a certain field of geometry, to put the Rambaldi artifacts together. Sydney realizes Sloane must be stopped.

Act I

Sloane tells Caplan about Rambaldi and his prophecies and that he wants Caplan to help him assemble all of the Rambaldi artifacts.

Sydney goes to visit Dixon and tells him that he's been cleared and the CIA is offering him a place there. She tells him he was her anchor and the only thing that kept her sane. He asks how long she knew. She says two years, and that she wanted to tell him so many times but was ordered not to. Dixon: "We were partners, and you lied to me and chose to tell me the truth when it was convenient for you. I never want to see you again."

Marshall, on the other hand, is thrilled to be a part of the CIA -- the real CIA. Sydney tells him she needs his help with Sloane's computer. He says he may be able to reconstruct part of the hard drive.

Dixon goes home and tells his wife they need to talk. He tells her he doesn't work for a bank and never has. She just looks at him in disbelief.

Marshall finds a name in Sloane's hard drive -- Holden Gendler, a cybernetic specialist. Jack goes to Gendler's place and finds him, dead. It's the man who made the chip deactivator for Sloane. Although he's dead, his left eye is blinking.

Act II

Marshall explains the implant that was Gendler's left eye. They deduce that Gendler made a deactivator chip for Sloane. The eye is also a recorder, and it recorded Sloane killing Gendler. Afterwards, he made a phone call that leads them to an airfield in the Mojave. Sydney suggests that they try to track Sloane by the flight computer in the plane there.

Sark visits Mrs. Caplan where she and her son are being held. He tells her to convince her husband to cooperate, or their son will be the first to suffer.

Vaughn goes to the Mojave airstrip and pretends to be an arms dealer looking to ship his weapons to Europe. They test him by making him identify a gun pointed at his head, and he is able to do so. They accept the shipment. Sydney gets out of the crate where she was hidden and accesses the plane's flight computer, downloading the information there. A guard surprises her, and they fight, with him finally being thrown into the plane's propeller. Vaughn picks Sydney up and they escape.


Dixon's wife returns after spending the night at her sister's. She is still upset that he had lied to her for all that time. He says he will never lie to her again. She says if he takes the job with the CIA, he'll take it alone.

Sloane plays a recording of Caplan's wife pleading with him to do what they say. Caplan says the artifacts are generating a magnetic field. He needs more precise equipment -- specifically, a magnetometer that he himself helped to develop, but that is locked away pending clearance by the government. Sloane says he knows where it is and will get it.

The magnetometer needed by Caplan is located in a bank vault in Zurich. Sark says it's too risky for Sloane to go himself to get it, but Sloane says he is so close, he can't let someone else take these steps.

Sloane's flight is traced to Switzerland. Vaughn speculates that Sloane would hire local help for whatever he's planning. Sydney and Vaughn go to Zurich and meet with an informant, who is persuaded via a broken nose to tell them that Sloane hired some men and is still in the area.

Act IV

Sydney and Vaughn get into the facility where Mrs. Caplan and her son are being held and free them. They get one of the guard's cell phones and realize they might be able to trace calls made to it. They call Marshall, who is having a great time explaining to the other CIA techies how he was able to detect the tap they had put on SD-6's computers. He is able to trace all the calls, and sees that one of the phones is presently on and is inside a bank in Zurich. Sydney and Vaughn race to the location.

Sloane, in disguise, enters the bank. Bank officials conduct him to the vault. Sark monitors the bank's security cameras and sees that Sloane has not been recognized. Then he loops the security camera's view so Sloane's actions will not be seen. Sloane then kills his escort and gets into the vault, where he finds the magnetometer.

Sark, watching the security cameras, radios Sloane that Sydney has just entered the lobby. When Sloane gets there, Sydney recognizes him through his disguise, and she and Vaughn pull their guns. Sloane's men do the same. Sloane says he has rigged the bank vault with explosives and if he doesn't come out of the bank in 30 seconds, it will be remote detonated. Sydney and Vaughn lower their guns. Sloane tosses Sydney his keys and says that she will drive him out of there.

To be continued.


This commentary is by Adriane Saunders.

"In or out, kiddo. You can't have it both ways." Kendall tells Syd. She wants to quit the CIA. Syd considers her job done now that SD-6 has been dismantled. Kendall has a different spin and some blackmail. No agent status, no further access to seeing her mother Irina in CIA lockup. But then, Irina plays the card of "motherly love" (and who knows what else?), telling Syd if she agrees to continue as an agent, Irina will refuse to see her. So, "in or out"? Not only can Syd not "have it both ways", she may not be able to have it at all. To stay or not to stay, that is the question.


Of course, the "in or out" just mentioned is at issue, but even more prominent is "trust" and "truth" between partners. Those partners are Syd and a decidely conflicted Dixon, and Dixon and his wife. Syd of course "lied" to Dixon for the two years of their working SD-6 partnership, not through deliberate deception so much as omission. Dixon is upset not by what Syd was telling him, but by what she was not. So, he does not want to see her again.

Dixon then of course promptly turns around to play the same theme for his wife, who feels betrayed by his long-time lie that he worked in a bank, as well as his now possible job with the CIA. If he says "yes" to that, his wife will leave him. That is the price of his deception and of her finding out the "package" she "bought" with Dixon is not the one she wants.

Syd's and Vaughan's "relationship" issues are, on the other hand, much relieved by having at last made it to bed. But then stress levels are ratchetted back to high by Syd's abduction, compliments of Sloane.


From bed to bank, Syd faces off first with Vaughan and last with Sloane, who kidnaps her. In between, Sloane and Sark abduct a mathematician and his family. With a warehouse full of Rimbaldi artifacts, Sloane needs the added brain power to help develop the "weapon" Rimbaldi's 500 year-old genius envisioned. The "magnotometer" Sloane steals from a Swiss bank before abducting Syd, furthers that end.


First rate. Well written, well acted, well directed, well produced. Even Sloane's prosthetics and makeup are well done. Even secondary characters like Sloane's captives, the mathematician and his family, are well scripted and bang on believable in portrayal. Three out of four stars for the whole episode, gold stars of course.

The episode is richly textured. There is an effortless or seamless flow to all interactions throughout. Seeds are planted for future conflicts. More questions are prompted for the future "tune in next week" considerations.

For example: How long will the separation of mother and daughter continue? Not long, hopefully. The more we see of Syd's mom Irina, (played so adeptly by Lena Olin), the better, especially "in action". Give Irina a "jail break". Show more, not less of Irina.

The same could be said of Francie, who through "transformed" with a switch of a genetic code from "good" Francie to "bad", still is not really given anything to do or say besides small talk with Syd. How that character is to be developed, if at all, remains to be seen.

But, this episode certainly showcases Dixon, (played by Carl Lumbly). Well done. Lumbly is a first rate. How I overlooked his acting abilities until now, I am not sure. Maybe he has not been given much "emotionally" to do before now. Anyway, lots of subtlety for this week's characterization as Dixon.


1--WHEN DIXON TELLS HIS WIFE, "We need to talk," she looks concerned. Her first thought is that something has happened to her mother. Curious how often that lead line seems to alarm people into thinking something is wrong. Or, perhaps it is not the "need to talk" that signals the bad news in many households, but the sudden requirement to "listen". Listening can be a stretch for many people.

2--THE IRRIPRESSIBLE MARSHALL IS BACK. Welcome back, Marshall. Kudos to the actor who plays Marshall. Unlike Dixon, Marshall is not conflicted. To him, apart from occasionally feeling the need "to weep openly", Marshall revels in his new "cool" office and high tech toys at the CIA. He is running on all cylinders, ramped up as usual compared to other, less expressive or energized mortals. The whole episode rocks with Marshall featured prominently throughout the plot, supplying tech support in the thick of all the action. And, he is humorous as usual.

3--GENDALL, THE TECH EXPERT KILLED BY SLOANE, is found by Jack. One eye is flashing with a retinal ocular implant. Gendall was blind in one eye. The programmed eye reveals the last sight Gendall saw before death: Sloane shooting him. Nice touch, that. Clever.

4--WHEN SLOANE AND SYD FACE OFF in the Zurich bank, Sloane says, referring to Vaughan at her side, "This must be the man you were willing to kill me for." Vaughan's retort is priceless. "She would have killed you for a lot less."

5--"YOU, MY DEAR, WILL BE DRIVING ME out of here," Sloane says to Syd at the end. He tosses her the keys, which she catches one handed. This he does after he has disarmed both Syd and Vaughan with threat of radio activated C-4 wired into the bank's vault. Syd continues to stare coldly at Sloane. If looks could kill.

End of episode. First rate. Well written, well acted, well produced--and well appreciated


This commentary is by Zero and E.

"We've helped set each other free."


-Fellow Travelers

Letting their night fade into morning, Sydney and Vaughn lie with mingling limbs, two parallel forms at last converging. They have fallen into each other's company with such effortlessness, familiar words and fingers brushing in unfamiliar ways. But they come together with an ease that consents to their independence, that does not threaten t0 alter who they fundamentally are. And because of this, they are recognizable to each other. They are recognizable to us.

"How come you never call me Michael?"
"I do, sometimes."

Sydney's smile dismisses Vaughn's teasing concern with a playful nonchalance. "Vaughn." This is the man she knows. It was Vaughn who sat across from her in Mikro Self-Storage and, with the subtle smirk of ironic resignation, said so simply, "Yeah. I'll break into the Vatican with you." It was Vaughn who collected every casual allusion, who traced the details of her life and found her in the train station, who sat with her and apart from her and gave her his oath, "I'm in. If you need me." This is the man she has chosen. It is the pieces of their past that made him her partner that make him a part of her now.

"I wasn't even going to go to the ceremony. But... I've been lying here remembering why I never gave school up. And why I killed myself writing papers instead of just... I don't know... accepting that I'd be an agent forever."

Vaughn looks into her eyes and sees in them the woman who walked into his office two years ago searching for a way out. He hears the echo of her surrender across the concrete, chain link cage they shared. "Look where we are. I mean, this isn't real. This isn't what we should be doing." And he knows.

"You're gonna quit the CIA, aren't you?"

They may move onward with their lives, but the aspects of their natures that brought them together have not been lost or obscured. All too often, characters are diminished in the face of an emerging relationship, individuals lessened by their coupling, punished by the very act of their union. It is a testament to the paradoxical honesty of their attraction that Sydney and Vaughn can share this foreign moment and still develop independently, unburdened by regret. And though they still have much to learn of one another, they are content, for now, to let this relationship seep into their lives.

-Dixon: As a husband, as a father... as a partner

"How long have you known?"

The answer is a physical blow. It devastates him with the truth of his injury, the depth the wound inflicted upon him. "Two years." The pain in his face is the unmistakable anguish of a sadness bequeathed by an inescapable shame. His face contorts with an elegant fury, his eyes turned upward to bar his tears, his jaw tensed to hold back the flood.

"We were partners. You lied to me, then chose to tell me the truth when it was convenient for you. I never want to see you again."

There is so much power here, watching Dixon aim such vehement anger at a woman he loved, at a woman who depended upon that love. But she allowed him to play the fool. She sat by as he betrayed everything in which he believed. He looks upon her with a justified contempt, the same resentment that flared in Sydney toward her father, with eyes that ask how she dares to come to him as his partner and friend, how dare she assume that she is forgivable? And his own guilt will fuel his inability to pardon Sydney. For how can he absolve her when he cannot forgive himself?

"Diane's married to an investment analyst who loves his job."
"And you don't... you don't feel like you're lying to her?"
"If there's one rule you don't break, that's the rule you don't break."

"I don't work at a bank. I never have."

"If you had died that day, I would have buried a stranger...
...I don't know if a single word you have ever said to me was true."

Dixon's words are stripped from him, made hollow by his own admission. Sitting across from his wife, he tries to reaffirm the reality of their life together. But he is without a saving grace, without tangible justification, without reason or hope of palliation. Every excuse falls flat. He is left with nothing. And if he asks his wife to stay, to forgive him, he is asking her to share in his disgrace and humiliation. He couldn't see it. He shouldered the burden of the lie but could not recognize its cost. He could not see that between partners, between a man and a woman, between two human beings, there are rules deeper and more sacred than the prescripts of an ideology.

-"Welcome to the CIA" (the dubbed version)

"Heard that one before."

Marshall's enduring humor and his unending innocence shield him from the full weight of the break-neck transition he has had to make in the fallout of Phase One. His rekindled exuberance and unthinking velocity reaffirm the validity of Sydney's quest, reminding us that not everything was lost to the storm.

"Yeah, I mean, every few minutes I have to fight the urge to weep openly. I'm not really sure where that's coming from yet, but I think that's healthy, right?"

While the past has done it's damage and left its mark on Marshall, it does not consume him. His unyielding optimism stands in stark contrast to Dixon's current grief and is, quite honestly, a relief.

-And the cat's in the cradle...

"You're too forgiving, Sydney. Don't pretend I'm something I'm not. I've never been a real mother to you, and you don't owe me a second chance. If you make this decision about me, you're a fool. In fact, if you decide to stay I won't agree to see you anymore."

Kendall allots Sydney only one choice. You're in. Sloane, with an ironic seduction offers her escape but binds her to a forced continuance. She's in. Vaughn and her father remain as mute snares, abiding bonds to this life of espionage. Please stay. It is only Irina who denies her daughter sanctuary within these walls. "Take care of yourself." She's out. An exile.

Irina's admonition comes as an amorphous portent. She warns of the perils of lingering, urges flight from her own designs or the designs of others, offering her daughter emancipation, a chance that she herself either denied or was denied.

And again, under the eternal burden of motherhood, she lets her daughter go.

-A Quixotic Epilogue

Everyone's gone just a little bit crazy, lost in the hazy aftermath, transformed into maddened sprinters, plunging toward an illusory finale. They seek the mirage of their destinations with blind recklessness. Sloane marches toward the end of his life's work, trusting no one to the task but himself. Sydney flies after him, tearing across Swiss streets, bursting through a bank's doors. They are starved, lured by the promise of an end. The sound of her voice reverberates "Sloane!" The frantic desperation that underlies her cry hangs in the air, bringing everything to silence under the tension of their drive, their focus, their obsession. They stand before one another in defiance, poised as mutual obstructions.

"This is never gonna stop"


-"In or out, kiddo. You can't have it both ways." This was truly one of the most exasperatingly patronizing lines in Kendall's unrelenting barrage of condescension. Never one for subtlety, he certainly threw some low blows this episode. He was in rare form, despite his antagonistic nature. He wants what he wants... and this time, he may very well get it.

-"Legally, he's right. Ethically, he's an ass." Classic Kendall. Classic Jack. What more do you want?

-We like the insinuation that Jack is keeping Irina informed. We're curious about the precise content of their exchanges and the state of their dynamic.

-Vartan like you've never seen. Vaughn's bravado this episode gave spectacular insight into just how sharp this agent can be. His character has spent a lot of time unfolding in the background of Sydney's story, but this season, this episode in particular, has allowed him to take an equal part in the action. And really, the equality of their partnership is part of what makes them such a fascinating duo.

-The score behind Sydney and Irina's meeting carried the moment perfectly. It was highly reminiscent of the lamenting movements that swept through Passage Part II, with the same wavering fluidity that haunted Jack's words "I'm proud of you, that's all."

-While Francie's replacement appears to be improving in her masquerade, it's clear that Sydney is unsettled.

-Jennifer Garner was, as always, incredible. The way she painfully fits the pieces together in the CIA briefing room, the way she winces at having once again been taken in by Sloane's manipulation. Her emotional flexibility is unparalleled, from the contentedness of her early-morning banter to her tortured acquiescence to Dixon's parting words.

-Christian Slater, Tracy Middendorf, and Arthur Young were all entirely believable. Mr. Slater was the perfect obsessed mathematician, complete with the rumpled semblance of a man in pursuit of an answer. His family's saddening hysterics were portrayed with impressive feeling.

-Sark's presence creates a great ambiance. His disinterest in Sloane's petty games, his boredom, his blasť demeanor, all fashion a strange mystique. He's just so unimpressed it's spectacular.

-An incredible number of references to the first season made appearances in this episode. While history was taking a turn about the room, we were able to relive some of themes and emotions prevalent in the show's inaugural year.

-The layered dissolve as black lines give way to rippling blue, fading from one lost child to the next was mesmerizing. This has to have been one of our favorite transitions ever.

THE CIRCUS (A triumphant return):

Source Music - Season 1

We recently rediscovered this essay, which had been published in an incomplete incarnation earlier this season. It's quite lengthy, so we've provided a link. http://www.geocities.com/alias_zerosum/musicessay.html


Zentertainment Review: "The creators stay true to their supporting characters, as Dixon broods on the odd turn his life's taken, even as Marshall eats up a modicum of inter-departmental celebrity, not to mention the better CIA facilities. Now we just need to fix him up with the female techie from earlier in the season..."

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