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My name is Sydney Bristow.
Seven years ago,
I was recruited
by a secret branch of the CIA
called SD-6.
I was sworn to secrecy,
but I couldn't keep it
from my fianc�.
When the head of SD-6
found out,
he had him killed.
That's when I learned
the truth.
SD-6 is not part of the CIA.
I'd been working
for the very people
I thought
I was fighting against.
So I went to the only place
that could help me
take them down.
Now I'm a double agent
for the CIA,
where my handler
is a man named Michael Vaughn.
Only one other person knows
the truth about what I do.
Another double agent
inside SD-6.
Someone I hardly know.
My father.
I know you have a lot
of questions about your father.
I copied his file.
What do you know
about case 332L?
There's some missing pages
in my father's personnel file
and references
to case 332L.
And Agent Calder.
You read that, too.
Calder wasn't CIA.
He was FBI.
Why would the FBI be working
with my father?
They wouldn't.
Unless they suspected him
of selling secrets.
Here's your countermission.
You'll break into the building
as planned.
While Dixon sets the explosives,
you'll retrieve the inhaler
and rendezvous
with the CIA team,
which will already be
inside the building.
By this time, Dixon should've
exited the building.
You'll disable the explosive
while the CIA team
searches the rest of the lab's
main computer system.
Come on.
We got to go.
What are you doing?
I brought
a secondary detonator.
You good to go?
All right.
Let's go.
Sydney?
We've got to run!
Sydney,
we've got to move.
Sydney,
we've got to move now!
What's the matter?
Are you hurt?
No.
Let's go.
Run!
Go! Go!
Come on, Sydney.
We got to go.
I couldn't move.
Dixon had to drag me to my feet
just to get to the van.
And when he asked me
what was wrong,
why I had just frozen
I made up something about
having a flashback to Danny.
You did everything
you could.
I was supposed to stop
the detonation.
I didn't.
And because of that,
four CIA agents were killed.
You had no way of knowing
Dixon had a second trigger.
There was nothing
you could do.
I could've told him
the truth.
Dixon needs to know
who he's really working for.
Sydney.
I know.
I can't put
his family at risk.
- Or yourself.
- I know all of that.
But it's the right thing
to do.
Those men died for no reason.
No.
Those men died
for their country.
Sydney, I'm sorry.
I'm sorry you had to go
through that.
� Still hooked on cellophane �
� Hangin' round the mall,
the mall �
� Each penny numbs the pain �
� Sends you gently
for the fall �
� I followed you last night �
� I saw you turn
your lights out �
� I knew it wasn't right �
� I watched in fear and doubt �
You worked late.
Bar association dinner.
One of the lawyers
wanted to sue me
because his chicken
was undercooked.
Can you believe that?
An obnoxious lawyer?
What about
your obnoxious lawyer?
Have you talked to him?
I'm meeting Charlie
for lunch this week.
That's good.
Syd, he's gonna
break up with me.
Did he say that?
He didn't say that.
He didn't have to.
He was sneaking around on me.
We saw him
with that girl Rachel.
There's stuff he's doing
that he can't tell me about?
Please.
I don't think
he'd be meeting with you
just to break up with you.
Guys don't do that.
If they want to end things,
they just vanish, right?
Oh, your mom was so pretty.
Yeah, she was.
Thanks.
I got to go change.
I feel a binge coming on.
How was your trip?
Not good.
I was working
with these people who
They were terminated.
Oh, man.
The economy sucks.
� There's nowhere �
� To move on �
This is Helen Calder.
You left me a message?
Something about my husband
having worked with your father.
I know that your husband
worked for the FBI
and that his job was
to investigate CIA agents
that were suspected
of spying for Russia.
My dad was one of the agents
that your husband investigated.
I know that much.
Did he ever mention
the name Jack Bristow?
I'm sorry.
Bentley didn't talk much
about his work.
He looks kind.
Oh, he is.
I thought Bentley was dead.
Oh, dear, no.
That isn't Bentley.
That's my boyfriend.
Gary.
This is Bentley.
He wasn't so nice.
When did Bentley pass away?
In a car accident.
Do you have a copy of this?
I think so.
For the last 20 years, I thought
I knew how my mom died.
She and my dad had been out
at the movies.
They were coming home late.
Some postal worker was driving,
coming from
the other direction.
The police said
alcohol wasn't a factor.
This man must've fallen asleep.
His car drifted
over the white line.
My dad swerved.
They went off
the Canyon Creek Bridge.
I always told myself
that my mom didn't have time
to know what was happening.
Now I know that Calder
was hunting down a KGB agent.
My father.
So whatever happened that night
was no accident.
Calder was probably
chasing them.
They probably lost control.
The cars crashed.
Whatever it was,
it brings me back
to the same conclusion.
If my father hadn't been
a double agent
My mom would still be
alive today.
I'm sorry to lay this on you.
I have no one
to talk to about this.
It's okay.
I want to report him.
What?
I want to turn him in.
For being under suspicion
- The agency knows that.
- What about the file?
There were pages missing.
Maybe it didn't end.
Maybe he's still working
for Russia.
Stop.
Stop.
What is important
is taking down SD-6.
Your father is helping us
do that.
You're suggesting
that I do nothing.
Not about this.
We have too much work to do.
I wasn't supposed to do
anything about Dixon, either.
Is anything ever
unacceptable to you?
I understand that
we're talking about your dad.
If he did sell
or is selling secrets,
that would be hard.
I hope that would be
*** you, too.
Before you do anything,
let me find out
if he's under suspicion,
if he's being tracked.
Just give me two days,
all right?
I get it.
You wanted to do it in person.
Instead of coming out with it,
you're making small talk,
which is really pathetic.
Francie
I have always supported you.
No matter what.
The idea that you would
sneak around behind my back
and lie to me about it
is just the worst part.
Francie
I want to be a singer.
A singer?
I wasn't going to say anything
until I had everything set up.
That woman? Rachel?
She plays piano.
When you saw us that night,
we were rehearsing.
We have our first gig
this Friday night.
A singer?
Sweetheart, I'm sorry I wasn't
up-front about this before.
Being a lawyer,
it's been my goal.
My family's goal forever.
The thought of me
doing something else
or even wanting to do
something else
Fran, I've been too afraid
to admit that.
You're not breaking up
with me?
Are you kidding?
You're my baby.
Charlie singing?
I wouldn't miss it.
I'll be there.
Yes.
Yes.
Best behavior.
I got it.
Get off my chair.
How's Sydney?
That was Sydney, right?
You got to stop doing that.
Anybody call?
Yep.
A guy from the DMV.
He ran the license plate
you copied
off of Kate Jones' car.
The woman pretending
to be Kate Jones.
According to her
Social Security Number,
the real Kate Jones died
in 1973.
Hank.
It's Will.
You come up with anything?
Did that match
the license-plate number
for a 663, Sam, Tango, Frank?
Oh, you're the best.
Eloise Kurtz.
Eloise Kurtz is living proof
that someone's covering up
Danny's ***.
She was definitely lying
about having an affair with him.
Hollywood.
Good work in Germany,
Sydney.
The inhaler prototype's
safely in analysis.
The Badenweiler factory
was demolished
without any casualties.
Thanks.
Dixon deserves the credit,
not me.
Jack will no longer be working
out of Jennings Aerospace.
His assignment there
is complete.
As of today,
he will be working here
with a cover as portfolio
manager for Credit Dauphine.
This way, he can
more actively participate
in the planning
and execution of missions.
Good.
Jack.
Two months ago, FTL vacated
their forward base at Roubaix
and their support station
at Chaniers.
All the heavy equipment
was moved, including the T-47 s.
At the time, recovery team
found this at Roubaix.
Last week we learned
that FTL also abandoned
their transfer facility
at Kenilworth.
A recovery team did a sweep.
They returned with this.
Is the ink encoded?
That was
my first thought, as well.
Anyway,
you want some fritter?
It's apple.
Analysis studied
the music sample.
They found an identical pattern
of numbers
buried
in the higher frequencies.
It's not noise.
It is where they hid
the code.
- Have we deciphered it?
- No.
Barrage.
It's a converted
salvage tug.
FTL uses it
as a floating lab.
Weapon design,
data storage, crypto.
An SD-6 commando team
stormed the ship last night
as it was passing through
the Panama Canal.
They brought back this.
What is it?
FTL's latest code machine.
Without this device,
we're unable to read
any of their communications.
- How does it work?
- Very well.
We don't know yet.
The team gathered
what they could.
Unfortunately, there was
a self-destruct on the ship.
Needless to say,
they left fairly quickly.
From what they gathered,
only eight decoders
have been produced.
One of them is in
the possession of this man.
John Smythe.
Owner of the Hobbes End
Photo Gallery in London.
He's also an FTL operative.
One of the code machines
is being held at the gallery
awaiting pickup next Tuesday.
You leave for London tonight.
We want to find out
where FTL relocated
and what they're up to.
Your job is to bring back
the encoding machine.
I would have told you
about the realignment,
but you were in Badenweiler.
I heard about what happened.
It's tragic.
I know about you.
That you were hunted
by the FBI.
I know that mom died
because they were after you.
Sydney
Every time I think I know
just how awful you are,
I learn something worse.
But this time
I'm gonna make sure you pay.
What's this?
A bug.
What are you?
No, a bug.
We didn't know about Smythe.
After we get the code machine,
they'll scan
for listening devices.
The technology
is totally passive.
The guys at Langley
cribbed the design
from a Russian device
they pulled from
the American embassy.
The thing only works
when we hit it
with a microwave beam
off an orbital satellite.
It acts as a microphone.
It's completely undetectable.
If they find it,
they'll just think it's a bug.
Exactly.
What about the code machine?
We won't have time
to pull a switch,
so deliver it to SD-6.
When they break the code,
they'll inform affiliate offices
through the computer network.
Thanks to you,
we're still downloading data
from their mainframe.
How much have you gotten
so far?
Almost 2%.
In all this time,
that's all you got?
If we take too much too quickly,
they'll notice the leak.
If we're patient, we can get
all their internal files.
Then we can do
some real damage.
Good.
Oh, I checked around
about your dad.
He's clean.
No internal investigations.
I told him.
Told him what?
That I know everything.
About Calder, his spying
for the KGB, the accident.
Damn it, I asked you
not to say anything.
I'm sorry,
but I don't care.
If you'd been in my position,
you probably
wouldn't have been able
to control yourself, either.
You're just gonna
have to learn how to do that.
Don't lecture me
about my father.
Because of the spy trade,
my mother is dead.
You couldn't understand
what it's like
to have a parent die that way.
There's a book back at Langley.
They keep it locked up
under glass.
Behind it is a marble wall
with stars carved in it.
It's a memorial to the agents
the company lost in action.
Families are never told
how they died or even where.
Only that they won't be
coming home.
I was 8 when my father
became one of those stars.
At the funerals,
there's a protocol
the agency representative
has to follow.
What to say,
whose hands to shake.
You're admonished.
That is actually the word
they use.
Admonished.
Not to be
conspicuously emotional.
Vaughn, I'm so sorry.
The agents that died
at Badenweiler
I've been assigned to represent
the agency at their funerals.
Delivery.
Got a package
for Eloise Kurtz.
I just need five minutes.
How did you know my name?
- I won't use it.
- I don't know anything.
It's people who say that
that always know much more
than they think they do.
Do you know how they killed
Danny Hecht?
They broke into his apartment
and shot him in his bathtub.
It was three bullets.
It was two here.
One through his heart.
- I'm warning you.
- I just want five minutes.
I have pepper spray.
God!
- I told you.
- My eyes!
I warned you.
Now just go away.
� Come on, Shirl �
Ready?
It should take me about
Excuse me, sir.
Actually, this is
a nonsmoking gallery.
Not anymore.
I'm afraid if you don't
put that thing out,
we're gonna have to
escort you to the door.
What kind of a deal
you think I can get
if I take
the entire collection?
I'll go call the owner.
I'll be right there.
Chester Conlan is
an award-winning artist.
It is almost Keeferesque.
I said the same thing.
Is this bothering you,
by the way?
Not at all.
I am tempted,
but I don't know.
Sir, I've already offered
to come down 10%.
I'll eat the tax,
but that is it.
Cherie
I think I prefer
the Lamborghini.
You are the birthday girl.
Could you do something
with this?
He doesn't sing in the car,
in the shower.
He doesn't even sing
the National Anthem
at baseball games.
He doesn't even hum.
Too "I'm with the band"
kind of
If he had a good voice,
he would have used it
somewhere.
Once.
I would have heard it.
You're gonna be there,
right?
I mean, I need you there.
Of course
I'm gonna be there.
When he's not
If he's not good,
he's gonna be so devastated.
Or it could be the start
of something great.
Raid my closet.
Thanks.
But I got ***.
I'm Rachel.
Charlie has told me
so much about you.
Really?
Going for her MBA.
Best cook ever.
You're like
this mythic person.
Okay, I like her.
And this is Will.
- You know anything about me?
- No.
And Sydney.
- This is my sister Amy.
- Hi.
How are you?
Will Tippin.
It's Eloise Kurtz.
Sorry.
I can't hear you.
Hold on.
This is so exciting.
A little terrifying.
We got to get ready.
You guys are gonna be great.
This is gonna be a disaster.
Stop it.
- Hi.
- Are you all right?
You mean can I see again?
I feel horrible.
It's okay.
I was wearing my glasses.
I'm really not a bad person.
No, I never said
you were a bad person.
You just got to talk to me.
Help me out here.
They gave me $2,000 cash
to say that I was having
an affair with Danny Hecht.
Who gave you the money?
I was between jobs
and my car was broken.
It's still broken,
and anybody in my position
would have done
the same thing.
Can I buy you a cup of coffee?
Meet you in person?
Why don't you come by
my apartment tomorrow afternoon?
Yeah, yeah.
How about 3:00?
I have a great car mechanic
if you need one, too.
Yeah, I'm here.
Listen, everything's
gonna be okay.
How's Francie?
A wreck.
Charlie!
� When the road gets dark �
� And you can no longer see �
� Just let my love
throw a spark �
� And have a little faith
in me �
� And when the tears you cry �
� Are all you can believe �
� Just give these loving arms
a try �
� When your secret heart �
� Cannot speak so easily �
� Come here, darling,
from a whisper start �
� To have a little faith
in me �
It tickles.
What just happened?
It took a piece of your thumb.
A speck.
A cell.
Then this is true genius.
It created a code
based on your DNA.
That's how the code from
those greeting cards worked.
The encryption was DNA-based.
Whose?
We know he was the recipient
of one of the cards.
Gareth Parkishoff.
Leader
of the FTL Cell in Rabat.
That's the good news.
We know it's Parkishoff.
The bad news is that
Parkishoff is dead.
We need a sample of his DNA.
We don't know where he's buried.
Marshall?
Marshall?
The system's a little sluggish.
Marshall, get Fisher.
Last month, we received Intel
that Parkishoff was assassinated
by Martin Shepard.
Shepard's an interesting case.
His subconscious was programmed
to respond to a simple phrase.
Say it to him, and he'd do
whatever you asked, even kill.
Say it again,
and those acts would be erased
from his conscious mind.
He'd have no recollection
of the acts he'd committed.
Now, we have known for some time
what that phrase is.
- It's by John Donne.
- Right.
We want you to get close
to Shepard, recite the poem,
and get him to tell you
where Parkishoff is buried.
Where is he?
Shepard checked himself
into a mental institution
in Bucharest,
Southern Romania.
If you don't mind
There's something
kind of weird going on
with the computer network.
Marshall
Kind of a bandwidth leak.
Why don't you get me a report
by the end of the day?
Agent Fisher will be
your support on this one.
His alias is
Dr.
Carlos Fontanetta.
- Nice to meet you.
- Nice to meet you.
The Mangalov Clinic is
expecting Dr.
Fontanetta
to check a patient in
the day after tomorrow.
You are that patient.
If your handler is unavailable,
once you've located Parkishoff,
you are to relay
the coordinates
Vaughn's at a funeral.
Four heroes who died
because of people like you.
You are to relay the correct
coordinates to SD-6.
Once they have
decoded the message
Go to hell.
People's lives are at stake.
Your life.
What you think you know,
you don't know.
Then you explain it to me.
You don't have clearance.
- Clearance?
- Yes.
To be told
how my mother died?
There are rules, Sydney.
Then you break them.
Think about what you're saying.
Acting cavalier
about breaking the rules.
Think about the last time
you did something like that.
I'm not a perfect man.
I know that.
But I am smart enough
not to draw simple conclusions
and then act upon them.
I would think if anyone
had learned that lesson,
it would have been you.
Miss Dicamila is bipolar.
We were doing some
relief work up in the North
when she suffered
a psychotic break.
She's suffering
from auditory hallucinations.
She thinks that her government
wants to kill her.
Her previous doctor
submitted her
for some rather
experimental treatments.
Lithium substitutes,
neurolinguistic reprogramming.
All of which had no effect
on her condition.
I'm still trying to find
her parents,
but until then,
I need a place for her.
Is she taking
any antipsychotics?
Olanzapine,
There are other
institutions in Bucharest.
How is it you honor us?
The Consulate.
They directed me here.
This way.
We'll get her admitted.
Miss Kurtz?
I'm coming in.
Easy on the pepper spray.
� Be still, my soul �
� The Lord is on thy side �
� Stand calm within �
� The storm of grief and pain �
� Trust in thy God �
� To order and provide �
� Through every change �
� His faithful light remains �
� Be still, my soul �
� The restful peace within �
Your dad was a hero.
� Through trying times �
� Eternally �
� In love �
That leak.
The glitch.
There's a worm.
There's a hacker in our network.
They're downloading
all the files off the server!
Got to cut the hard line.
Hello, Alain?
We need to meet.
I think we have a mole.
Hi.
- Sorry to keep you waiting.
- Not a problem.
Two more forms,
and her admission is complete.
While you were waiting,
I called the Consulate.
I am speaking at the
U.
N.
Conference on refugees
in New York next month.
I called them about a visa.
Naturally, I thanked them
for having recommended
our institution.
I was surprised to hear
that they were unaware
of any such recommendation.
Do I know you?
No man is an island,
entire of itself.
Every man is a piece
of the continent
Who are you?
Who are you?
Yes, that is because
the Consulate
referred me to the local
health department.
They made a recommendation.
Well, that explains it.
We know what you're doing,
Miss Bristow.
Where's Vaughn?
He's covering the funerals.
Badenweiler.
Why?
You finally get a date?
You know that assignment
Bristow's been sent to?
The doctor who's running
the place? Kreshnik?
He's with K-Directorate.
Fisher?