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(Open to Irina's cell. She's sitting on the floor. A fly is on the glass. She watches as it takes off and flies around the room. Still sitting, she calmly catches it in her hand. Fade out to the surveillance monitor of her cell upstairs at the ops center. Sydney stands near the monitor.)

SYDNEY: (voice over) When I found out my mother faked her death twenty years ago, after mourning her for most of my life, she was still alive. I tried to imagine what it would feel like to stand in a room with both of my parens again.

(Jack walks in the ops center across the room. Sydney smiles at him.)

SYDNEY: (voice over) It seemed impossible.

(Jack nods once.)

SYDNEY: (voice over) That two people with so much... deceit between them could ever find a way to breathe the same air.

(Cut to Sydney, Will and Francie's house. Sydney and Will are sitting across from each other on the sofa. Continuing the conversation from the voice over.)

SYDNEY: And all of a sudden there we were. Just the three of us... walking down a dirt road in the middle of Kashmir. When we were out there, working as a team, it was comforting.

(Flashback to "Passage, Part 1" when the three Bristows are standing side-by-side, shooting the PRF rebels with rifles.)

SYDNEY: (voice over) We were ambushed and we fought back.

(Back to the sofa.)

SYDNEY: And we survived.

WILL: Yeah, my parents and I sort of went through the same thing.

(Sydney looks at him. He gives her a look. They both start laughing and Sydney hits him with a pillow.)

SYDNEY: Thanks. Thanks a lot. Oh!

(She grabs her bookbag and takes out a book from inside. Wedged in the middle is a business envelope. She gives it to Will.)

SYDNEY: Vaughn told me Devlin approved you to do research if you pass the Moglin-Reich allegiance test. This is your SOP on where to meet for the pick-up. Remember to drop--

WILL: Drop it in the large--yeah.

(They hear Francie enter. They both scramble.)


WILL: What's up?

SYDNEY: Where you been?

FRANCIE: Okay, listen. Every time I walk into the room lately, you guys hush up as if I'm interrupting something. I mean, am I?

WILL: What? No.

SYDNEY: Francie, seriously, we were just talking. Why don't you have a seat?

FRANCIE: I can't. I gotta--I forgot my keys. I gotta open the restaurant.

(She grabs her keys from the counter.)

FRANCIE: I'll see ya.

WILL: Okay.

(Outside in a caged area, about six US Marshals pace the small enclosed area as Irina, out of her cell, walks around. She turns. Sydney enters, briefly looks at all the guards stationed around with their guns. Irina smiles.)

IRINA: Kendall's allowed me fifteen minutes here, twice a week. You put in the request, didn't you, to give me time out here?

SYDNEY: Yeah. We appreciated your help in Kashmir.

IRINA: I need you to understand... I was eighteen when the KGB recruited me. For a woman to be asked to serve her country, it was a future, it meant... empowerment, independence. I was a fool to think that any ideology could come before my daughter.

(They both start crying a little. Sydney looks down and turns to leave.)

IRINA: Sydney?

(Sydney stops and suddenly, Irina hugs her tight. The US Marshals run up to them.)

US MARSHAL1: Hey, stand down!

US MARSHAL2: Back away NOW!

US MARSHAL3: Let me see your hands!

(They jump apart and raise their arms. The US Marshals cock their guns. Sydney and Irina back away, tears running down their cheeks.)

(In an interrogation room at SD-6, two men drag Sark into a strapped chair. Sloane stands nearby.)

SARK: What is this?! We have an arrangement!

SLOANE: Yes. One you failed to live up to.

(They strap Sark into the chair. There's a strap on the top of his head and under his chin.)

SLOANE: Our operation in Kashmir was a waste of SD-6 resources.

(The two men pry open Sark's mouth and places a medium-sized glass ball in his mouth. Sark pushes it over to the right side, against his cheek and teeth.)

SLOANE: We acquired nothing.

(Sark gags.)

SLOANE: So my question is, have you betrayed me or are you simply incompetent? This interrogation technique was developed by the Khmer Rouge. Minimize brusing on political prisoners when they were allowing them to be photographed. You see, if I pull this just a little harder...

(He yanks at the strap on Sark's chin.)

SLOANE: ...the glass will break. And I do not want to do that. So tell me, do you think that we were unlucky on our first venture together or do you have another plan that you want to tell me about?

(Sark groans. One of the men grabs a pan and Sark spits the ball out.)

SARK: I didn't betray you. We agreed to combine our efforts. I swear to you, that's still my intent!

SLOANE: Then tell me what went wrong in Kashmir.

SARK: The Indian western command carried out an air strike on the PRF prison. The Rambaldi artifact was destroyed. My contact in the region, Gerard Cuvee, mistakenly believes I tipped the Indian authorities off. With all due respect sir, could the leak have come from this office?

(Self-storage building with Sydney and Vaughn.)

VAUGHN: So Sloane has no idea you sabotaged the operation in Kashmir?

SYDNEY: If he did, we wouldn't be having this conversation.

VAUGHN: Since Sark failed to deliver on his promise with Sloane, their partnership may not last for long.

SYDNEY: Unfortunately, it isn't over yet. Sloane is sending me to Paris with Sark tonight.


(Flashback to the SD-6 briefing with Jack, Sark, Sydney, Marshall and Sloane.)

SLOANE: The Echelon satellite system. Phone calls, e-mails, faxes from around the world are filtered through a program capable of flagging key words on an NSA watch list. Echelon has been immeasurably successful in indicating threats to our national security. Mr. Sark has provided us with new intelligence indicating that an enemy of this country may have acuired the ability to access this terminal. Gerard Cuvee, former leader of the People's Revolutionary Front -- a crime syndicate whose headquarters were raided by Indian authority last week. Mr. Sark?

SARK: My dealings with Gerard Cuvee go back several years. He once showed me an Echelon access terminal he stole from the NSA that he keeps at a front company in Paris. Recent attention by local authorities have led Cuvee to believe that I betrayed him. Therefore, he is sure to move the terminal to an undisclosed location.

SLOANE: Surveillance team intercepted an operations log indicating that an armored transport has been scheduled for a pick-up tomorrow afternoon. We believe that's when they will be moving the terminal. Sydney, you and Sark will intercept the convoy en route and bring the terminal back here safely.

(Back to the present with Sydney and Vaughn.)

VAUGHN: If Sloane gets a hold of that terminal, well, the Alliance will be able to eavesdrop on corporations, law enforcement, political campaigns... the potential for blackmail and insider trading would be unlimited.

SYDNEY: What's my counter-mission?

VAUGHN: I'll have technical services provide you with a secure deletion program. You'll upload it onto the Echelon terminal. When SD-6 turns it on, it'll wipe the hard drive clean.

SYDNEY: Sloane will think Cuvee installed a fail-safe to prevent...

SYDNEY AND VAUGHN: Unauthorized access.

(They smile.)

SYDNEY: I'll do it on the return flight. Sark and I are traveling separately to make sure no one can connect him to SD-6.

VAUGHN: Oh, by the way, I'm meeting with Will tomorrow to help him prep for his psych evaluation.

SYDNEY: Thank you. And I like it.


SYDNEY: Your new suit.

VAUGHN: Oh. It's not new. I just... don't wear it that often. I came from a funeral. Alice's father died.

SYDNEY: I'm sorry. How is she doing?

VAUGHN: Okay. Well, not really, but she'll be fine.

SYDNEY: Let me know if you need anything.

(Vaughn nods.)

(At the SD-6 offices, Sydney walks down the hall. Marshall runs up to her, carrying a camera and a file folder.)

MARSHALL: Uh, Miss Bristow! Uh, I know you have a plane to catch, but you mind doing a little favor for me?


MARSHALL: Uh, okay, will you take some snapshots around Paris with that for me?

(He gives her the camera.)

MARSHALL: Uh, you know, we have to maintain our cover for our loved ones and, well, my mom thinks I run global IT services for the bank so I like to composite myself into photographs for her. Oh, I actually hae an example right here...

(He looks in his file folder and gives her a picture of himself, waving at the camera.)

MARSHALL: There's me and the sphinx! Ha ha ha. Of course, I never actually left southern California but every once and a while I like to show my mom all the places I've never... really been to. Do you mind?

SYDNEY: Not at all.

MARSHALL: Okay, have a safe trip. I don't like to fly, personally. But, uh, that's why I'm here and you're... I've got some stuff to do.

(In Paris, a truck drives past Sark who is sitting in a car.)

SARK: Convoy's on the move. ETA -- five minutes.

(He pulls out and follows the truck. On an overpass, looking down at an intersection, Sydney poses as a road inspector, wearing a hard hat and construction vest. They talk via comm transmitter links.)

SARK: I'm right behind the truck.

SYDNEY: Copy that. I'm in position.

(She takes out a laptop and starts typing. Sark drives.)

SARK: You know, it's a pity we're traveling separately. We could've used the opportunity to get to know each other better.

SYDNEY: Yeah, I'm broken up about that too.

SARK: You're surprisingly adept at keeping your curiosity in check.

SYDNEY: Don't flatter yourself.

SARK: I'm referring to the fact that your mother and I worked together before I arrived here -- before she... went into hiding. I learned a lot from her. In some ways, I think of her as a mother myself.

SYDNEY: Listen to me. You and I have nothing in common. We're not friends, we're not going to become friends, and you certainly won't bait me with stories about a woman I never knew.

SARK: I don't get any consideration at all for the fact that I didn't tell Sloane you conspired to kill him?

SYDNEY: We've covered this. You can't expose me without exposing yourself. Now, I'm almost into the city's traffic control network. Get your head into the game.

(Speaking of head into the game, Jack walks to Irina's cell and stands before the glass. She looks up and walks over.)

IRINA: How are your wounds healing?

JACK: You obviously had the chance to betray us in Kashmir, but you didn't.

IRINA: (smiles) I don't imagine that means you've decided to trust me?

JACK: Our previous... dealings would indicate that your strategy here may be long-term. So for now, I trust that your behavior is predictable.

IRINA: By "previous dealings" you mean our marriage? You know, technically, we may still be husband and wife.

(Big smile. He stares at her coldly.)

IRINA: I'm sorry.

JACK: Sydney's on assignment with Sark. It's my belief that he's still working for you, that you've coordinated your efforts to infiltrate both SD-6 and the CIA. Whatever you have in mind, I promise you, it won't work. So I'm going to offer you a deal. I'll see to it that you're relocated to a private residence on Puget Sound, under twenty-four hour surveillance, of course. But the illusion of freedom is better than none at all.

IRINA: In exchange?

JACK: In exchange, you'll confess, tell us what you're really doing here, why you've turned yourself in. I'll give you time to consider my offer.

(He walks away.)

(Back in Paris, Sydney types on the laptop on the overpass.)

SYDNEY: I see you. I'm turning the intersection to red.

(She types and the light turns to yellow, then to red. All the vehicles stop. Sydney packs up her laptop and takes out a pyramid like object.)

(Flashback to briefing with Marshall. He slaps the pyramid down on the table.)

MARSHALL: It is two-for-one day here at Marshall's Tech Emporium. Not only is this magnetic shape charge capable of penetrating two meters of armored steel, but act now, it will also come equipped with a secondary tear gas munition which will disable the guards inside the truck. Operators standing by. Hello!

(In Paris, with all the cars stopped, Sark gets out of his vehicle.)

SARK: I'm moving in to disable the escort car.

SYDNEY: Copy that.

(Three people in the escort car. The driver looks in the rearview at Sark approaching. Sydney drops the pyramid on the roof of the van. It opens and beeps. Sark pushes aside his cape and points his gun at the car. He shoots out the back window and the bullet lands on the floor of the car. It emits tear gas. The pyramid blows a hole into the van and fills it with the gas. Sydney strips off her construction vest and puts on a gas mask. She lowers herself down into the van with a secured rope. Inside the van, she looks around. Outside, a policeman runs up to Sark.)

POLICE: Police! Police!

(Sark shoots him with possibly a tranq. Sydney opens the back door of the van and jumps out.)

SYDNEY: It's empty. The terminal's not there.

(Sark turns and looks.)

SARK: The truck's a decoy.

(The three people in the escort car run out, one of whom is carrying the briefcase terminal. He starts running, Sydney takes off after him. He pushes random people out of the way. Sydney is after him, with Sark far behind her. Sydney hops on top of the cars and starts running, jumping in between them. She gains some distance on him and jumps, kicking him in the head mid-air. He falls to the ground. Sydney sees the briefcase on the ground and grabs it. Sark pulls up, screeching to a halt.)

SARK: Get in the car!

(Sydney jumps in with the terminal and they drive off together.)

(Jack knocks on the door of Sloane's office.)

JACK: I got your message.

SLOANE: Yes, Jack, come in. I want you to meet someone. Jack Bristow, this is Ariana Kane.

(Jack walks in and stops. He looks at her. Takes a seat.)

SLOANE: Kane is the head of Alliance counterintelligence. She is the one who plugged the leak last year at SD-9.

JACK: Impressive work. Particularly considering the guilty party attempted to frame you as the mole.

KANE: Men always call women crazy when they're caught with their pants down.

SLOANE: Ms. Kane is here to investigate the events leading up to Emily's disappearance and the subsequent attempts to blackmail me.

KANE: How much have you shared with him?

SLOANE: He knows everything I know.

KANE: I'm aware of your reputation as a first-class strategist, Agent Bristow. Tell me, where would you begin this investigation?

JACK: With me. Over the years Arvin's trusted me with everything I'd need to know to be the perpetrator. And if his standing within the Alliance were undermined, I'd be a candidate to inherit his seat. Motive.

KANE: Well, that's a hell of an answer. In addition to being true, it's the only thing you can say to diminish your viability as a suspect.

JACK: Not really. Your obvious awareness of game theory would invalidate my approach. Therefore, the best course ofa ction for me to make as a suspect is to simply tell the truth.

(Sloane smiles at the two of them.)

SLOANE: Well, as soon as you've officially eliminated the possibility of Agent Bristow as a suspect, I'm sure he'll be quite happy to assist you in your investigation.

JACK: Of course. If you'll excuse me. (stands) A pleasure.

KANE: All mine.

(Will and Vaughn meet in a parking lot outdoors.)

WILL: You ever have a dream where you're back at school and they won't let you graduate because you failed a test? I had that last night.

VAUGHN: Well, we don't screen for general knowledge. It's strictly a psych profile.

WILL: So I can't fail but I can find out I'm a sociopath.

VAUGHN: (laughs) Yeah. Listen, some of the questions on the test may seem a little shocking.

WILL: Shocking, how?

VAUGHN: No, like, things you might punch someone out at a bar for asking.

WILL: I don't want to get ahead of myself here, but, um, if things go my way, what's next?

VAUGHN: Well, you're cleared to read classified documents and you get a government salary. Which isn't much.

WILL: Compared to what I make now it's... much.

VAUGHN: Oh, and just be honest because if you're caught in a lie, you're automatically disqualified. And since we don't know how often SD-6 keeps tabs on you, it's too risky to take the test at a federal building. So we've arranged for you to go to one of our operational fronts.

(Cut to Will entering a shipping building.)

VAUGHN: (voice over) Now when you get there, the officer will lead you in the back room where you'll take the test.

(Will speaks to one of the employees who leads him down the hall.)

VAUGHN: (voice over) He'll tell you the shipping manifest was lost in transit and he needs your help to ID the parcel.

(In the back room, a simple desk with a folder and a pencil is against one wall.)

VAUGHN: (voice over) He'll take you in the back room and that's where you'll take the test. Now, there's no time limit but it shouldn't take you more than an hour.

(Will picks up the pencil and begins.)

(Cut to a bar/restaurant that night. People play pool while Sydney and Will sit at a table together, drinking and talking.)

WILL: I can't believe some of the questions they asked. Like, if forced to choose, who would you rather kill. A) Your mother. B) Your father. C) Yourself. And "none of the above" wasn't even an option. I mean, what the hell does that measure?

SYDNEY: How you see yourself in relation to authority. Basically whether or not you'd be willing to sacrifice your life for your country.

WILL: Now that makes sense.

SYDNEY: By the way, I got Francie season tickets to The Hollywood Bowl for her birthday from the both of us.

WILL: Oh, great, thank you. You know, she was right about what she said. We used to tell each other everything, now we don't. I can't tell her anything.

SYDNEY: I know. I hate it, too. But after Danny and what happened to you, I've accepted the fact that it's as a gesture of love to deceive the people I care about.

(She takes a drink and looks up as Vaughn and Alice walk in. She stares. Will notices.)

WILL: What?

(Vaughn and Alice come over.)

ALICE: Hey, what are you doing here? Rita, right?

SYDNEY: Alice, hi.


VAUGHN: Hey, Rita.

SYDNEY: Hey. This is Will.

WILL: Hey.

VAUGHN: Hey. Michael. Nice to meet you.

WILL: Michael, nice to meet you.

ALICE: Hi. Alice.

WILL: Hey.

SYDNEY: Michael and I work together at the state department.

WILL: Oh. Great.

SYDNEY: I was so sorry to hear about your dad.

ALICE: Oh, thank you. Michael's been amazing. He's...

SYDNEY: He's an amazing guy.

(Will looks from Vaughn to Sydney, noticing the tension.)

WILL: Oh, Rita, we're going to be late. We got to go meet some friends. I'm sorry.

ALICE: Oh, it's no problem.

SYDNEY: It was nice running in to you guys.

ALICE: You, too.


WILL: See you.

(On their way out, Sydney looks back. On their way to their table, Vaughn looks back.)

(Briefing at SD-6, the next day, with Sydney, Marshall, Jack, Sloane and Sark.)

SLOANE: The Echelon access terminal that you retrieved in Paris was rigged with a boot sector fail-safe. When we turned it on, the hard drive was erased. The good news is that Mr. Cuvee is no longer in possession of the terminal. The bad news is that he may still have a way to access Echelon.

SARK: One of Cuvee's men placed a call to a data storage facility in London. This facility caters to high-end corporate clients. It's likely Cuvee duplicated the Echelon software and had them stored in a secure server there.

JACK: If he did, he could use them to reverse engineer a new terminal there.

SLOANE: Sydney, you'll acquire the files and delete them from Cuvee's back-up server. Mr. Sark has provided Marshall with tech specs on the data storage facility.

MARSHALL: Actually, um, yeah, actually, about that, the, uh, the facility is wired with electronic countermeasures and the computer's secured via military-grade encryption. So any decryption device or radio contact would be detected so the only way the terminal can be accessed is by someone who knows how to crack polymorphic algorithms.

SYDNEY: My math skills may be above average but I can't do advanced calculus in my head.

SLOANE: That's why you're going in with Marshall.

MARSHALL: Marshall who?

(They give him a look.)

MARSHALL: Wait a minute. What?

SLOANE: You're the only one qualified to hack the server without the aid of an electronic device.

MARSHALL: B-But I'm, uh, I can't go because I'm not field rated. So...

SLOANE: You will be by the time you leave. Sark will help you review the operational parameters and I'm sure Sydney will take very good care of you.

(Self-storage with Sydney and Vaughn.)

VAUGHN: We got your debrief. If Marshall succeeds in copying those system files Sloane will be able to reboot the Echelon terminal.

SYDNEY: Marshall has a photographic memory. Once the files flash across the screen, he'll remember them.

VAUGHN: Yes. We know that.

SYDNEY: I can't just give SD-6 a fake Marshall.

VAGUHN: No, but we can pull him out of SD-6.


VAUGHN: Devlin made it clear that we cannot, under any circumstances, allow SD-6 to access Echelon. And sabotaging the mission is too risky after Kashmir. Sloane could start to suspect something. We've considered every option, Syd, there's no othe way to do this. (sighs) When you and Marshall return from London, we'll take him into protective custody. He'll be transported to Langley for an extensive debrief.

SYDNEY: As ridiculous as this sounds, SD-6 is his whole life. It's never easy finding out everything you believe in is a lie.

VAUGHN: We'll do whatever we can to make it easier for him, I promise. And when he adjusts, he'll have the option to come work for us.

SYDNEY: What about his mother? Will they be able to make contact?

VAUGHN: Well, that'll be up to Marshall but we can bring her into protective custody too.

SYDNEY: What's my cover story with Sloane?

VAUGHN: As far as you'll know, the mission went without a hitch and you separated at the airport. We'll intercept Marshall on his way home.

SYDNEY: I should pack.

VAUGHN: Listen, um, about the bar...

SYDNEY: Did you see the security camera?

VAUGHN: Yeah, we sent an agent to pull the tapes so we couldn't be tied together.

SYDNEY: Good. Alice seems really nice.

VAUGHN: She said the same thing about you.

(Sydney touches his arm and walks out.)

(At an SD-6 conference room, Kane and Jack sit across the table from one another. She writes in a notepad.)

KANE: How long have you known Arvin Sloane?

JACK: For thirty years. When we met, he as my superior at the CIA.

KANE: Yes, and once he left the CIA, he invited you to work with him at SD-6?

JACK: Yes. We were both disillusioned with the US government. We'd both come to see it as corrupt and we believed then, as we do now, that the Alliance would ultimately succeed in achieving global dominance.

KANE: You and Sloane have been so close all these years, why do you imagine he recruited your daughter into SD-6 without telling you?

JACK: Because he knew I would've been opposed to it. Trust... doesn't come easily to Arvin Sloane so while at the time, I may not have approved I now accept that he recruited Sydney to ensure that he'd never have to take my loyalty on faith.

KANE: You're asking me to believe that Sloane took your daughter hostage to ensure your friendship?

JACK: In our line of work we can't just cry foul when things don't go our way.

(She writes something down.)

KANE: With whom have you had intimate contact over the past ten years, Agent Bristow?

(Jack blinks, startled.)

JACK: I-I'm curious to know where you're going with this.

KANE: More secrets have been revealed through pillow talk than through torture. If there's a prostitute or a stewardess out there you think may have heard you talking in your sleep, I need to know about it.

JACK: There is one way for you to verify if my nocturnal activities are a security risk, Ms. Kane, but somehow I think we'd both prefer the torture.

KANE: Oooh! (drops pen, laughs) What happened to that gentleman I met in Sloane's office this morning?

JACK: He got tired of your baseless accusations.

KANE: Good. I don't trust anyone who doesn't have the sense to know when he's being insulted.

JACK: Are we through?

KANE: Yes. For now.

(Angrily, Jack gets up and leaves.)

(The plane to London is about to take off. Marshall sits by the window, typing frantically. Sydney looks at him.)

MARSHALL: APU -- set. Aft cargo heat -- set. Hydraulic pumps -- set.

SYDNEY: Marshall. What are you doing?

MARSHALL: Oh, I, uh, patched into the inflight phone network and logged into the onboard computer. I just want to make sure the pilots don't miss anything in preflight checklist. What was that! That's the flaps extending... totally routine, totally routine...

SYDNEY: Is this really your first time on a plane?

MARSHALL: Yeah. I couldn't sleep last night so I memorized the FAA 747 flight ops manual. Just, uh, sorry. Sorry. I'm just a little nervous.

SYDNEY: Marshall, you're sweating.


SYDNEY: Maybe you should take your jacket off.

MARSHALL: No! No way. Nooooo waaaaay. I compressed a high glide tactical parachute in the lining of my jacket. Just in case. Don't worry, though. My belt hyperextends into a tandem sling. Just loop it around your waist, it'll hold us both.

SYDNEY: Thanks.

MARSHALL: You don't have to thank me. It's, uh, it's my job to keep you safe.

(Beeping and blooping noises.)

MARSHALL: What was that! That's not a plane sound! That could be bad!

SYDNEY: (laughs) Marshall...

(She gestures to a kid across the aisle playing a Gameboy.)

MARSHALL: Oh. A little kid playing... (imitates video game noises) Dee dee dee dee! Is that all right? Is he allowed? Onboard play--you're not supposed to... Sorry, can I get a ginger ale?

(Sydney, wearing a short auburn wig and black dress escorts Marshall, dressed in a tux with his hair brushed back, up the stairs at the symphony.)

SYDNEY: I don't think I've ever seen you look quite so handsome, my darling.

MARSHALL: And you look lovely, my dear. Shall we?

SYDNEY: We shall.

(Upstairs, Marshall stops to look out at the stage and seats below.)

MARSHALL: Whoa. This is... SO cool.

(Sydney laughs and grabs him. They walk down a hall where the other symphony guests are chatting. Marshall starts nodding at them as they walk past.)

MARSHALL: Hey, how's it going? Good to see you. Hey, how's it going? Hey. How you doing? Hey, uh, nice to see you.

SYDNEY: (whispers) The key to doing this right -- be inconspicuous.

MARSHALL: Right. Sorry. I just, uh, I didn't... Hey, how's it going?

SYDNEY: You don't have to say hi to everybody.

MARSHALL: I'm sorry, I think I know her.


(Flashback to SD-6 briefing with Marshall, Sydney and Sark.)

SARK: Box seats have been reserved for you at Royal Hall behind this man. Thatcher Powell, Cuvee's head of IT security. And the only man with access to his security server.

(Cut to the box seat at the symphony. Powell sits in the seat closest to the edge.)

SARK: (voice over) Powell attends the London philharmonic every third Saturday of the month and takes in the performance with a bottle of Cristal.

(Sydney and Marshall take their seats behind him. Sydney nods at Marshall.)

MARSHALL: (English accent, leans forward) Um, you know, Bach is my favorite composer.

POWELL: Are you speaking to me?

MARSHALL: Yes. I bet you didn't know that the last piece of music that Bach ever composed, he encoded his name into the musical notes.

(Sydney drops a pill into Powell's glass.)

POWELL: He certainly was the most ingenious composers of the Baroque movement.

MARSHALL: You know what I always say -- If it ain't Baroque, don't fix it!

SYDNEY: Pardon my husband, he does tend to prattle on.


(Powell takes a drink.)

SARK: (voice over) Once Powell injests the scopolomene, it'll take effect in roughly five minutes.

(Flashback to the briefing, continuing.)

SARK: The idea is to make Powell believe he merely fell asleep.

(Back at the symphony, Powell nods off.)

SARK: (voice over) So the dose will be mild. That means once you steal the access card, get across town to the server facility, download the Echelon software and return the key to the pocket before intermission, there will be a car waiting for you out front.

(Sydney sneaks her hand into the chest pocket of his jacket and gets his wallet. She removes the card and puts the wallet back. She looks over at Marshall, who's enjoying the music, getting into it.)


(She gestures with her head. They get up and leave.)

(At the server building, Sydney and Marshall rush up to the main desk in the lobby.)

SYDNEY: (English accent) Oh, thank goodness you're still open! I'm Marie Robinson, this is my associate Frederick Fields.

MARSHALL: (cockney accent) Hallo.

SYDNEY: We work for Jennings Aerospace. The New York office just paged me at the symphony, our CFO's laptop was stolen, we need to access our backup server right away.

GUARD: May I have your corporate PIN number, please?

SYDNEY: 86119.

GUARD: You're on server thirteen, second floor.

SYDNEY: Oh, thank you. We won't be more than ten minutes.

MARSHALL: Cheerio!

(Back to the briefing.)

SARK: SD-6 has opened an account at the data storage facility under the name Jennings Aerospace. Your client status will get you past the desk guard, and the security staff will be reduced for the nightshift. Since Cuvee is justifiably paranoid, he's leased out the entire third floor as his own. You will need to break into the third floor to access the server.

(On the third floor, Sydney and Marshall walk down the hall together.)

MARSHALL: Syd, you were amazing! You were acting, you're spying...

SYDNEY: Ready to do your magic?

MARSHALL: I'm ready for anything.

(Two guards see them coming down the hall.)

GUARD1: How did you get up here? This area is restricted.

(Marshall starts shouting gibberish, pointing his finger.)

GUARD1: Sir, you're going to have to come with us.

(Sydney twists his arm around, hits him in the throat. She flings him to the ground. She punches the second guard twice, he shoots at Sydney but misses and gets Marshall in the chest.)

MARSHALL: Syd, I've been shot! Oh, my God! Oh, my God!

(He falls to his knees. Sydney his the second guard, punches him in the face and then knees him. She rushes over to Marshall.)

MARSHALL: Syd, Syd, I've been shot! I'm shot! Oh, my God!

SYDNEY: Marshall, Marshall...

(She takes the bullet out.)

MARSHALL: Oh, my God!

SYDNEY: Wait, it's just a tranq dart. It's okay, I pulled it out before you got a full dose.

MARSHALL: Thank God for the British and their anti-gun laws, right?

SYDNEY: (laughs) You're okay?

MARSHALL: I'm okay, I'm okay.

(They stand up.)

SYDNEY: What were you saying to those guards?

MARSHALL: I think I said, "I can smell you from here" in Ewok.


MARSHALL: Official language of the indigenous creatures on the planet Endor. I think I... peed myself a little. I mean, not a little just, like, a little... squirt.

(He sways a bit, passing out. Sydney catches him.)

SYDNEY: Mashall, stay with me! Stay with me!

MARSHALL: I'm okay, I'm okay.

SYDNEY: Are you okay?

MARSHALL: Yeah, yeah, yeah.

SYDNEY: Are you sure?

MARSHALL: Yeah, I'm okay. I just, I got a little... (thumbs up) Let's walk. I can walk.

(Sydney walks ahead of him. Marshall falls over, passing out. Sydney turns around.)

(At the control access panel to the server room, Sydney holds Marshall up -- his arm around her neck.)

SYDNEY: Okay, okay, hang on, hang on. There. Hang on.

(She takes Powell's card and swipes it through.)



SYDNEY: Okay, stay awake, stay awake, come on, stay awake, stay awake, stay awake, stay awake...

(They go inside.)

(Sydney plops Marshall down in front of a computer. She sits next to him.)

SYDNEY: Marshall, focus.

MARSHALL: I love youuuu.

(Sydney slaps him across the face.)


SYDNEY: The Echelon software is on this computer. You have to access it, I'll do the rest.

MARSHALL: Okay, okay, okay, I got it. I got it.


MARSHALL: I got it. It's all... good.

(As he's typing, his eyes close.)

SYDNEY: Marshall!

MARSHALL: Hmm. Mama?

(Sydney grabs his face and kisses him. His eyes pop open.)

MARSHALL: Accounting for the relevant state during key generation in the crypto compiler combined with a pseudo random generator will give you a password.

SYDNEY: Oh, Marshall, you're a genius!

(She slides a disk in, starts to download the software. Marshall passes out, his face falling on the keyboard.)

(Out in the lobby, Sydney has Marshall's arm around her as they walk out. The guard watches them.)

SYDNEY: (whispering) Left, right, left, right, left right. (to guard) Thank you so much!

(Back at the symphony, the music ends and everyone claps. Powell wakes up, startled.)

POWELL: Ahem. Goodness. I-I must've dozed off.

SYDNEY: (clapping) Well, you certainly weren't the only one!

(Marshall wakes up.)


(Across the way, in the box seats on the other side, someone watches Marshall, Sydney and Powell with opera glasses/binoculars. His wheelchair engine whirs as he leaves.)

(It's raining in Los Angeles when Sydney and Marshall head to the curb where their cars are waiting for them.)

SYDNEY: So, this car will take you home.

MARSHALL: Okay, thanks. Hey, you think the driver will take the scenic route home? I've got this unbelievable filmstrip running in my head. The thing I still can't believe is that we're the stars. I just want to watch it a couple of more times before I go back to my room.


MARSHALL: Hey, oh, at least I got some real pictures of London to show the folks back home now.

(Sydney smiles then hugs him. Smiling, he hugs her back. He goes to get in the car when Sydney stops him.)

SYDNEY: Marshall... see you soon, okay?

MARSHALL: Okay. Hey, you know the best part? I've never been prouder to be one of the good guys.

(He gets in and the car drives away.)

(In the back of the car, Marshall's on his cell.)

MARSHALL: Yeah, Mom, I'll be home in a little while. I'm just getting back from my big business trip to London! And--yeah, Mom, of course they fed me on the plane. I-I don't know, some sort of chicken or squid. Wait, hold on a second. (to driver) Um, actually, can you make a left right here? There's a nightclub I want to drive by and--

(The car comes to an abrupt stop. Marshall bangs his head when he falls forward. Various men come to the car in the middle of the street, their guns pointed. They open the door. Marshall peeks out.)

MARSHALL: What's going on?

(At their house, Francie walks in and the lights come on.)

EVERYONE: Surprise!

(Will and Sydney come up to her, laughing and smiling.)

FRANCIE: This is why you guys shut up when I walked into the room!

WILL: Gotcha. Happy birthday.

FRANCIE: Oh, I love you so.

SYDNEY: Happy birthday, sweetie.

FRANCIE: Oh, my God!

(Music plays as everyone dances around, drinking wine. Sydney and Will dance together.)

(In Sloane's office, Ariana paces.)

SLOANE: Jack Bristow is not the man responsible for blackmailing me.

KANE: His answers are too perfect. I mean, he even gets angry when it makes strategic sense.

SLOANE: If he had nothing to do with it, I would expect his answers to be perfect. Now, Ariana, unless you have evidence--

KANE: Contrary to what you tell your subordinates, we are not the US government. I don't need probable cause to go after Bristow. All I need is a hunch.

SLOANE: Well, your hunches notwithstanding, you're talking about a man with whom I've been partnered for thirty years.

KANE: Yeah, well, you have a blind spot when it comes to him. Look, he's not the first suspect I interviewed. I talked to all the other heads of the SD cells. People who might've taken issue with your promotion to the Alliance. You know what I found? They're all afraid of you. Except for Jack Bristow, who I promise you, is hiding something.

(Jack walks to Irina's cell. She's already leaning against the glass.)

JACK: Have you thought about my offer?

IRINA: (nods) I have nothing to confess, Jack. I know you find it hard to believe I'd turn myself in to make up for my mistakes but that's the reason... the only reason I'm here.

JACK: If that's the truth, why didn't you simply refuse the offer?

IRINA: I was considering whether or not to fabricate a confession just to get out of this cell.

JACK: You were right. Although our marital contract was founded on fraudulent pretenses, it's still valid until it's annulled. Which means, technically, we are still married.

(He starts to leave.)

IRINA: Jack. Thus far, I've agreed to be debriefed only by Sydney. From now on, I'm willing to talk to you, too.

(Upstairs in the ops center, Vaughn watches Jack leave Irina's cell on a monitor. The phone next to him rings.)

VAUGHN: Vaughn here. What do you mean we didn't pick up Marshall at the intercept point, who did?

(In an interrogation room somewhere, Marshall has chains across him and a blindfold over his eyes. The blindfold is ripped off. Next to him a man gets a syringe ready.)

MARSHALL: Oh, my God... Oh, my God. P-Please don't hurt me, Mister. Mister, please. Please don't hurt me.

(A wheelchair engine whirs.)

MARSHALL: P-Please...

(Suit and Glasses -- the man who interrogated both Sydney and Will -- leans forward.)

SUIT AND GLASSES: Tell me, how did you enjoy the symphony?

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