04x06 - Nocturne



Scene opens to a large metal gate. A woman opens the gate to pass through it as the subtitle "Universitat Van Amsterdam" appears onscreen. The woman is wearing a small pack on her back and is seen jogging through a couple of halls until she skids to a stop and enters a classroom and sits down in an already full classroom. A female teacher who appears to be in her mid to late 30's, pretty, attractive, dressed conservatively stands at the head of the class.

Teacher: Okay, settle. Notebooks out. We're going to start with three sentences; at least one noun and one verb in each one...in English. Uh, Martina...why don't you go first: three things you saw on your way to class today.

Martina: Uh, I saw a man...pedd...peddling his bicycle?

Teacher: Peddling...good, good.

Martina: And then I saw...my friend Klaus kiss Katrina Walt. And then I saw Katrina slap Klaus' face...(class laughs) It's true! Katrina hates Klaus.

A cell phone starts to ring. The teacher looks around the room, but the ringing continues and no one seems to be answering it. She notices the girl who was running to class's backpack on the floor by her desk.

Teacher: Anna, please. Turn your phone off.

Anna gives the teacher a funny look, as does a couple of other kids in the class.

Teacher (more sternly): Your phone; turn it off.

Anna reaches into her backpack and pulls out the cellphone.

Anna: It...wasn't ringing.

The teacher looks suddenly frightened as her eyes dart back and forth. Her breathing becomes quick gasps. Grabbing her pack-like purse she says as she hurries down the aisle out of the classroom:

Teacher: Martina...take over class.

Martina and other students turn to stare after their teacher as she hurries out. Cut to her in the hallway. She turns a corner hurriedly only to come face to face with a tall ugly man talking into a cellphone. He looks menacingly at her. More panicked now, the teacher starts down the hallway in the other direction, pulling a revolver from her purse as she runs. Suddenly another man steps out from the shadows at the other end of the hallway, pointing a gun at her. Gasping, she turns again and sees the cell-phone guy at the other end of the hallway, slowly screwing a silencer into place on his revolver. She turns, her gun square, prepared to shoot the first man, but suddenly, he's not there. She turns to face the man with the silencer, gun still drawn...but he's gone, too. Still holding her gun up in front of her, her eyes wild, Martina steps into the hallway and into the teacher's line of fire. Martina looks shocked.

Martina: Mrs. Cowell!?

The teacher looks past Martina and the man with the silencer is back. She trains her gun past Martina and onto the man.

Martina (panicked): Mrs. Cowell!?

The teacher speaks to Martina wildly in Dutch, her eyes still trained on the end of the hall.

Teacher: Vertel hen het is grappig.

Then, with Martina looking on, she puts the gun under her own chin and we see Martina's shocked face as the gun goes off.



Evening establishing shot of LA skyline. Cut to Sydney and Vaughn playing ice hockey. Vaughn and Syd skate side by side, carefully passing the puck back and forth. Sydney awkwardly skates forward, carrying the puck as she says like a hockey announcer:

Sydney: Bobby Orr...moves in for the shot...

Suddenly Sydney loses her footing and falls very ungracefully face first onto the ice. Vaughn giggles as he skates over to her. She's also giggling as she turns onto her side and puts her arm out for Vaughn to pull her up.

Sydney (joking): Don't laugh at me!

Vaughn: Oh, I wouldn't dream of it. (pulls her to a stand) Lemme get your stick.

Sydney brushes the snow from her arms as Vaughn retrieves her hockey stick and hands it back to her. They are both standing in front of the net.

Vaughn: Okay, let 'er rip.

Sydney takes a shot and she pulls it to the side, missing the net. Vaughn stands right behind her, pulling her into position.

Vaughn: Here...move back...(positions her and then helps her with her shot as it goes in the net) Use a little more wrist. You just put a little more snap in it, like this.

Vaughn demonstrates his rising wrist shot.

Vaughn: Lift it up.

Sydney: What position did you play?

Vaughn: I was defense. In high school, coach moved me up to center.

Sydney (taking another shot): You were a chick magnet, right?

Vaughn (laughing): Actually, my first face off I took as a center, I got knocked right on my ass. The other team's center was like this 15-year-old 6 foot 2, bearded...actually, probably on steroids, now that I think about it...

Sydney giggles.

Vaughn: Finally, there was 12 seconds left, we were down by a goal... I'd had my teeth kicked in so many times I just said "Screw it..." I stopped caring, won the draw, skated around him, moved in for the shot (skating around Sydney and taking a shot at the net as if demonstrating what happened)...

Sydney: You tied the game...

Vaughn: Nah, I hit the post. (sighs) But I did learn something...about how we can let fear get in the way. Syd...I know you want to take things slow, but...what are you afraid of?

They share a long look and Sydney looks as if she's about to answer, when both their cell phones start to ring. Vaughn gives Syd a semi-exasperated look as they answer their phones.

Sydney: Yeah.

Cut to a scene of the subway station outside APO. Cut to the main entrance of APO as the door hisses open, allowing Syd (in slo mo) to enter. Cut to a DOD picture of the teacher we saw in the opening scene.

Sloane (voiceover): Her name is Nancy Cahill; an operative at Langley's Narcotics Task Force...

Sloane: ...specializing in the development of new synthetics. She's been stationed in Europe for the past three years. Her cover: Associate Professor at Amsterdam University.

In the briefing room, the APO crew open their dossier folders.

Sloane: She shot herself 36 hours ago: an eyewitness report; a student from Cahill's class.

Sydney (reading from transcript): "Vertel hen het is grappig." Tell them it's funny...

Jack: Cahill's most recent psych eval reported nothing of note. Mental status reviews have been exemplary.

Vaughn: What's our assignment?

Sloane (putting another photo up on the screen): Cahill's husband, Jason,also an agent, has gone off the grid. Hasn't been in touch with his handler in 3 weeks. All attempts to contact him after his wife's death have been unsuccessful. Our objective is quite simple: locate Jason Cahill. So Dixon, you take Weiss; retrace Nancy Cahill's final days. Vaughn, you and Nadia do the same thing for Jason Cahill. Sydney, Jack, the Cahill's Amsterdam apartment...standard protocol: recover all files, classified computers, any evidence of CIA affiliation. Any questions?



Cut to the outside of an upscale apartment building, evening. Cut to Sydney and Jack walking down a darkened hallway with flashlights and entering the Cahill's apartment. Sydney goes to turn on a lamp in the living room, but it doesn't go on. She walks over to another lamp and shines her flashlight on it from the top.

Sydney: No bulbs.

Jack and Sydney continue searching by flashlight. Sydney finds a picture of the Cahill's, smiling and happy. She sets it back down and moves on. Jack finds something that looks suspicious and stops to check it out. Sydney moves on to the kitchen, trying the lightswitch in there, but that one doesn't work, either.

Jack removes a false backing on the television set and pulls out a small laptop computer. Cut back and forth between Sydney searching the kitchen and Jack unwrapping and accessing the laptop. Sydney looks in drawers, in the fridge, while Jack attaches a USB memory pod to the computer to download information. Sydney opens a cupboard and moves a few pots to reveal a small hidden door which is locked with a padlock. Sydney can see that there is an open area behind the door through the slats, so she picks the lock and opens the door, crawling inside. She finds a small concrete bunker-like crawlspace. Papers strewn on the floor blow restlessly as she continues cautiously down the corridor. There are papers taped the the walls, filled with gibberish writing and disturbing drawings. Sydney shines her light to the floor to find flies gathering around what must be days old remnants of food on a plate. Sydney continues to look nervously around the walls at more and more papers with nonsensical writing and dark, frightening pictures drawn on them. She turns to the side to continue down a curve in the hallway when she is suddenly attacked. Jason Cahill, who appears completely insane, grabs Sydney and bites her on the neck as she struggles to push him away. Suddenly, it appears he's vomiting blood onto her and then he collapses on top of her. Sydney looks up to see Jack with his gun drawn, obviously having just shot Cahill in the back. Jack looks unnerved by what he just saw. Sydney pushes Cahill off of her and sits up, gasping.


Alias Theme (or now is the time in Alias when we dance!)

Sydney, now back at APO's Medical Services, is lying on a table in a red hospital gown. She lies quietly as they take a CAT scan of her brain with a concerned Jack watching from behind the technicians.

Cut to Sydney, now fully dressed with a bandage over the bite wound on her neck, nervously tapping a rubber knee mallet against her hand. She looks up as a doctor enters the room.

Doctor: Good news, Agent Bristow. Your blood work's negative and your scans are clean.

The doctor leans in toward her.

Doctor: May I?

Sydney: Sure.

The doctor removes the bandage to inspect the bite wound.

Doctor: Looks fine. My little brother did the same thing to me once; bit me like this.

Jack: Perhaps you can tell us now what you were looking for in the CAT scan.

Cut to Sydney, Jack, and the Doctor entering another room.

Doctor: The Cahills came in contact with a drug that affected the nervous system. The pineal gland...

The doctor walks closer and we see Jason Cahill on a table with the top of his cranium removed, exposing his brain.

Doctor: ...was about twice its normal size. Nancy Cahill's autopsy revealed the same condition.

Sydney: Which indicates what?

Doctor: By itself? Nothing. The pineal creates melatonin, which regulates sleep cycles and body temperature. However, actute melatonin imbalance has been known to create uncharacteristic behavior, even acts of extreme violence.

Sydney: The writing in Cahill's closet; it seemed like he was suffering from severe paranoia: seeing demons.

Doctor: I know. I initially assumed we were dealing with a psychotropic, but hallucinogens have particular biochemical markers, none of which were present here.

Jack: No matter what drug Jason Cahill may have been exposed to, he couldn't have transmitted it to Sydney by biting her...so why the CAT scan?

Doctor: The Cahills dealt with emerging drugs. I wanted to take every precaution, but all of our diagnostics indicate that you're fine. Do you feel okay?

Sydney: Fine.

Jack gives one skeptical glance at the doctor.

Cut to Sloane, sitting at his desk in his office.

Sloane: Langley wants to know what substance the Cahills came in contact with, who's manufacturing it, what's it being used for. So, what do we know?

Vaughn: Neither Cahill travelled outside Amsterdam in the past month. In her last days, Nancy placed twice her usual amount of phone calls. They were routed through anonymous relays; standard deep cover protocol.

Marshall: Well, if you give me the routing numbers, I'll see if I can hack a backtrace.

Now, as far as Cahill's laptop, the hard drive was erased, but it's possible the files weren't completely rewritten. I'll see if I can reconstruct them.

Sloane (holding up one of Jason Cahill's papers): Okay, what do we know about these?

Weiss: Jason Cahill was analyzing data; names, dates, links between sources. He was looking for something...I don't know, maybe his mind...this guy was really crazy. His wife actually locked him...(trailing off as he notices Jack entering the room)...in his...closet...

Jack: Sydney's fine. She's just exhausted; she hasn't slept in 36 hours, so I'm sending her home.

Sloane: Yes, yes of course.

Vaughn: Excuse me.

Vaughn gets up and leaves the room and approaches Sydney.

Vaughn: Hey.

Sydney: Hey.

They start walking together. Vaughn takes a peek at the bandage on Syd's neck.

Sydney (teasing): Oh, you think it's sexy, don't you?

Vaughn (teasing back): Only if I'd done it. (more serious) You need a ride home?

Sydney: No, thanks. I was freaked out...but now I'm just tired. Good night.

Sydney walks away as Vaughn watches her go with a concerned look. Cut to the readout of a digital clock as it changes for 12:10 am to 12: 11. Cut to Sydney, lying awake in bed. She rubs her forehead, but when she closes her eyes, she sees Jason Cahill's snarling face above her. Cut to Sydney, now lying on her side. She turns over and her clock now reads 1:45 am. She gets up and goes into her bathroom. She studies herself in the mirror for a long moment, then slowly removes the bandage to study the bite mark. Then she self-consciously covers it with her hair. She looks down on the vanity and notices a small spider. She watches it as it crawls along next to a prescription bottle. She picks up the bottle, but the spider is suddenly gone. She moves another bottle, but still doesn't see the spider. She studies her reflection in the mirror again for a long moment. Cut to Sydney searching in a drawer in the bathroom. She pulls out a digital thermometer.

Cut to Weiss and Nadia as they arrive home.

Weiss (obviously finishing a conversation started off camera): He still thinks that's funny.

Nadia says something intelligible.

Weiss: Greeaaat.

Nadia looks up and notices Sydney standing in the doorway of her bedroom.

Nadia: Oh, God...I hope we didn't wake you up. How are you doing?

Sydney: I'm fine. I had a headache; I couldn't sleep. I'm fine. Have you...learned anything new?

Weiss: Umm...well, lemme just say, Cahill's papers? Just thinking about them...makes my head hurt.

Nadia: Marshall said he's making some progress with Cahill's hard disk. He thinks he may be able to retrieve the data.

Weiss: Yeah.

Weiss starts fidgeting with his overcoat, as if unsure if he should remove it or not.

Sydney (smirking): Oh...Are you s...

Weiss: What? Staying over? No...

Nadia turns and gives Weiss an amused look.

Weiss (suddenly unsure): Unless I am...am I?

Nadia (amused): You're not.

Weiss: I'm not.

Nadia: I'll walk you out.

Weiss: She'll walk me out...She almost said yes...you saw that, right?

Nadia (talking over Weiss): Right now... (pushing on his arm)

Weiss (to Sydney): This close...I was...(to Sydney) Good night.

Sydney: Good night.

Sydney looks down at the thermometer in her hand as it starts to beep. The reading on it says: 111 degress F. Sydney puts her hand to her head and rubs at her eye and the side of her head. When she looks back down, the thermometer's temperature is still rising, 112, 113, 114, 115, 116.


The scene opens to Sydney (obviously the next morning), standing in front of a wall of monitors, flipping through scans of Jason Cahill's papers, studying them. She scans in on one particular page until the scrawled word "Vampire" practically fills the screen.

(From behind her)

Vaughn: Hey.

Sydney jumps nervously. Vaughn smiles apologetically and Sydney smiles back.

Vaughn: Sorry. You're here early...

Sydney: I couldn't sleep.

Vaughn nods.

Sydney: What do you think about this? Was Jason Cahill just...delusional?

Vaughn: Well, we're assuming the Cahills realized they were affected by something they came in contact with...probably a drug from one of their sources, but...which source, which drug, they didn't know. Looks like they were retracing their steps, trying to figure it out.

Sydney: Maybe looking for an antidote.

Vaughn nods.

Cut to the APO group around the briefing table.

Marshall: I thought I was losing my mind. The hard disk was wiped clean, remember? But the data recovery wasn't a problem. The files were fragmented.

Sydney: What's on the disk?

Marshall: The motherlode: Cahill's travel itinerary, dead drop protocols, routing numbers for discretionary funds...

Sloane: What's pressing for now is that according to his records, Jason Cahill has a meeting scheduled for Bucharest. His contact is known to him as "The Count".

Sydney: The Count!? You've gotta be kidding me...

Vaughn: No, the Count is mentioned several times in Cahill's papers. He seems to be one of their sources. He supplies them with samples of new drugs.

Marshall: Now, here is a photo...I retreived it from one of Cahill's disks...

(a photo of "The Count" pops up onscreen)

Marshall: Ladies and Gentlemen...introducing The Count.

Sloane: The meeting is tomorrow night. Obviously, Cahill won't attend, but we will. Sydney, you will identify yourself as an associate of Jason, you'll lead him into a conversation, and find out what drugs he'd acquired for them.

Dixon: It's a mistake.

Both Sydney and Sloane turn to look at Dixon.

Sloane: I beg your pardon.

Dixon: Sending Sydney back into the field so quickly. It's a tactical error.

Sydney: No, it's...

Dixon: Sydney, someone else can do this.

Sydney: I'm fine.

Sloane: That's it.

Sloane and Dixon stare each other down.

Cut to Sydney and Marshall walking from the briefing.

Marshall: Well, you know, based on my limited experience with mind-altering drugs, this one must have been a doozy.

Sydney: Theoretically, could the drug's effects have a delayed reaction?

Marshall: Well, there is a half hour or so for it to kick in...

Sydney: That's not what I mean. I mean a while, like a...day or two.

Marshall: Uh, no, not sure...hold on a second...it's my wife. (answers cell phone) Hey, honey... (whispering to Syd) I'll look into it, okay?

Marshall turns and walks into his office.

Marshall: Yeah, sure, put him on. (in a voice you'd use for young children) Hey, Boo Boo! Daddy loves you, yes he does!

As Sydney turns, she sees Nadia at her desk holding up a CD. Sydney approaches her. Nadia hands it to her.

Nadia: Scans of Cahill's papers, his references to The Count.

Sydney: Thank you.

Sydney puts her hand to her forehead suddenly, as if in pain.

Nadia: Another headache?

Sydney: Yeah.

Nadia: I've got some aspirin; you want it?

Sydney: No. Thanks. This is gonna sound crazy. After you got home last night, I took my temperature.

Nadia: MmmHmm?

Sydney: It was 111.

Nadia: Syd, that's not possible.

Sydney: I know. I must have been dreaming, right?

Nadia: Have you told Dr. Jain?

Sydney: Everything was back to normal this morning; all my tests came back negative.

Nadia: You have to let them know.

Sydney: Well, you just said it yourself: It's not possible.

Nadia: It's not, but you still have to.

Sydney: If I tell them, they'll sideline me for who knows how long.

Nadia: If you don't tell them, I will.

Sydney: Nadia, I'm fine. I shouldn't have said anything.

Vaughn walks up to them.

Vaughn: Hi.

They both turn to look at him.

Vaughn: The plane's waiting.

Sydney: Okay.

Sydney and Nadia give each other meaningful looks, and Vaughn notices.

Vaughn: Uh, what's going on here...girl stuff?

Nadia pauses, and then says:

Nadia: People stuff. (to Sydney) Be safe.

Sydney nods and walks away with Vaughn. Nadia also looks concerned.

Cut to Dixon, walking into Sloane's office.

Dixon: You wanted to see me?

Sloane: Yes, please.

Sloane indicates that Dixon should approach and he does.

Sloane: You know, Marcus...I appreciate your friendship with Sydney. Having said that, whether or not an agent is fit for duty is my decision.

Dixon: We both know Sydney has a history of putting her work ahead of her own wellbeing. I was just suggesting that someone else...

Sloane: Dixon... In the 11 years you worked for me at SD-6, I came to recognize your brilliance as a field agent. But during those 11 years, not once did you suspect you were working for a renegade organization.

Dixon's face goes cold.

Dixon: What are you suggesting? That somehow my loyalty is a liability?

Sloane: I'm suggesting that you do your job, and that I do mine.

Dixon, looking disgusted, walks away.



Cut to a nighttime flyover scene of Bucharest. Cut to scans of Jason Cahill's drawings. Cut to see Sydney, sitting in a bathrobe drinking a mug of tea sitting in front of a laptop, studying the pictures. Vaughn is sitting in a chair nearby readying a pistol for the op. Jack walks into the room.

Jack: 11:30; we should move. Sydney, when we find The Count, you'll approach him and see what he knows. If he gets suspicious, the abort code is "takedown". (to Vaughn) Once we're inside the club, you take point, I'll cover the back.

Vaughn looks up to acknowledge Jack as Sydney goes to take another sip from her tea mug. When she looks down, she sees a giant tarantula climbing out of the top of the mug. Stunned, she drops the mug which spills blood all down the front of her, splashing onto her face. As she stands, the cup shatters on the floor. When she sits back down, however, we see that the stains on her bathrobe are not blood but tea.

Vaughn (worried): Sydney!

Jack stares down at her, also concerned. Sydney studies herself again, and, seeing that it is in fact just tea spilled on her, she says sheepishly:

Sydney: The tea was hotter than I expected. (pause) Give me a minute to change?

As she gets up and leaves the room, Jack and Vaughn share a concerned glance.

Jack: I want one of us to have line-of-sight on her at all times.

Vaughn nods grimly.

Cut to Sydney walking into a "vampire" club (people sort of dressed like vampires and such, but just a nightclub). She is wearing a push up dress, a long cape and her hair in this bizarre reddish blonde wig with hair sticking up in the back. As she walks by Vaughn, seated at one of the bars, she asks:

Sydney: Do you see him?

Vaughn: Negative.

Sydney continues to wander around the club as we see The Count walk up to another bar.

Jack: Okay, he's at the front bar.

Sydney: I'm on my way.

Sydney sits down next to The Count at the bar.

Sydney (in foreign language): We have a mutual friend.

Count (in foreign language): I don't think so.

Sydney (in foreign language): Jason Cahill. He couldn't be here. He sent me.

The Count looks up suddenly at the mention of Cahill's name.

Count: Is good, is good you come, but uh, not safe to talk in the open. In the hall, there's a balcony. Count to ten, meet me there.

Sydney: He could run; I'm not gonna wait.

Jack: I agree; go.

We see The Count slowly weeding his way through the crowd and Sydney follows behind him. As she walks, sound around her becomes vaguely distorted, and it appears as if other patrons recognize her/toast her as she passes. She turns her head and sees a man sitting in a chair with a slight blond woman on his lap, passionately kissing her. She stops and stares in possible recognition. The two break apart and for a split second the man is Vaughn...but then another patron walks between them and we see that it is actually a stranger kissing an unknown woman. Unnerved, Sydney continues walking. Sydney climbs the stairs and walks into the balcony room by The Count, who locks the door behind them.

Count (worried, afraid): Who are you? Why did Jason not come?

Sydney: He's sick; he sent me to talk to you for him.

Count (worried, agitated): He's sick!? He's sick how?

Sydney: Listen, he wanted me to tell you...

Count (pulling a gun from the waist band of his pants): You're lying. Who are you?

Sydney: I'm not lying.

Count (agitated): Turn around...I said turn around!

The Count starts to frisk Sydney as she tells him,

Sydney: Cahill is dead. His wife is too.

The Count finds Sydney's pistol and steps away from her.

Count: Who are you!? You police!?

He throws Sydney's gun aside.

Sydney: I don't know what they told you, but they're dead because...

Count: Oh no, you lie again!

Sydney: They were affected by a drug; I'm trying to find out what that is...

Count (noticably upset by that news): Oh, my God...

Sydney: You know that drug is; tell me what it is.

The Count rushes Sydney and whacks her on the side of the head and bolts out the door. As the door opens, Vaughn comes from around the corner firing and the Count fires back.

Vaughn: We're under fire! Takedown! Takedown!

Cut to Jack running through the patrons of the club. Cut to Vaughn as he tackles the Count by the feet. They cascade down a half a flight of steps, stopping on the landing. The Count pulls out his pistol and Vaughn rushes him again, knocking them down the rest of the staircase. Vaughn grabs the Count by the lapels and punches him in the face, knocking him out. Sydney comes down the stairs behind Vaughn training a gun on the Count. Vaughn looks over his shoulder to see her standing there.

Vaughn: You all right?

Sydney: Your arm...

We now see that Vaughn's arm was nicked by a bullet and is bleeding.

Vaughn: I'm fine. Let's get him out of here.

Cut to an ashtray with a smoking cigarette in it. Cut to The Count picking up that cigarette and taking a drag. Jack, followed by Sydney and Vaughn enter the room. Jack sits down at the table.

Sydney: We know who you are, Andre Cirescu.

Andre: Nice...that was good pronounciation.

Sydney: We know you're Romanian national, 32 years old, charged twice with black market electronics.

Jack: We know you were convicted three years ago for fencing stolen pharmaceuticals.

Andre: Yes...I wanted to appeal this one...

Jack (cutting him off): Tell us what you know about this man.

Slides a photo of Jason Cahill across the table.

Jack: I will only say that if you choose not to cooperate with us, you'll regret that decision for the rest of your life.

Andre (not sure if Jack is serious): Who are you guys, huh?

Jack: Just answer the question.

Andre (nervously swallowing): He told me he was chemist. Worked for pharmaceutical company. He hired me to be his, um...spy. Keep eye on competition.

Vaughn: In a sense, that's true, but in fact, you were spying on behalf of the US Government.

Andre (brightening, as if pleased by this news): Oh...

Vaughn: Who called the meeting, you or Cahill?

Andre: He did.

Vaughn: Why?

Andre (shrugs): I don't know.

Jack: You performed other jobs for him.

Andre: Yeah.

Jack: Start with the most recent.

Andre: I need this...how do you say? pen...

Sydney's cell phone rings as Jack hands Andre a pen.

Sydney (to Vaughn): Marshall...

Sydney walks into the kitchen to take the call. Cut to Marshall's lab as he walks to sit in front of a computer.

Marshall: Hey, Syd...your idea? Well, you were right.

Sydney: What idea?

Marshall: The incubation period. Turns out I did some research and it turns out the Czechs, oh, well and some Germans...anyway, they've been toying around with some designer analogs across the blip brain barrier they'll be a pathogen. So, in other words, this drug works like a virus:

Cut back to Syd, pouring herself a cup of tea, listening.

Marshall: It gets in your blood and incubates for a few days. It infects you and then permanently alters your brain.

Cut to Sydney's reaction to this news.

Marshall: Weird, huh? Anyway, I called Dr. Jain, and he's gonna culture Cahill's blood and make sure that's not what we're dealing with, okay. Syd...this...isn't about...you, right? I mean, you're feeling okay, right?

It's clear from Sydney's face she knows what's happening to her is exactly like what Marshall described.

Sydney: Yeah. Thank you, Marshall.

Marshall: No problem. That's what I'm here for.

Sydney hangs up the phone. She looks devestated.


Jack is sitting at the table, reading what Andre has written, while Andre rubs his head wearily and yawns. Sydney walks into the room, drinking from a tea mug.

Jack: Nocturne. Two weeks ago, you delivered a sample of it to Cahill. Tell me about it.

Andre: It comes in vial like this (indicates size with fingers). Cahill says is like speed, only better.

Sydney: What do you mean like speed?

Andre: You take, you don't sleep. Except not (imitates being jittery)...just energy, but no need to rest.

Jack: You failed to include where it came from.

Andre: Yes, because I don't know.

As Andre continues to talk, Sydney notices him picking up a pistol from the table and beginning to load the gun with bullets.

Andre: Nocture developed in Eastern Bloc.

Sydney looks at Jack and then Vaughn, but neither one is reacting to the fact that Andre is loading the pistol right in front of them. Sydney closes her eyes for a moment as if to indicate she realizes what she's seeing must not be real and she's trying to make it go away.

Andre: But I find no evidence of this, so...I ask an associate. One week later, he bring me a sample of Nocturne.

Sydney watches as Andre spins the bullet barrel and closes it, and begins to place the gun in his mouth.

Jack: He didn't tell you where he got the Nocturne?

Andre: No.

Andre appears to be looking right at Sydney, speaking only to her, stroking the gun along the side of his face.

Andre: Is too bad for you...because you're dying, too.

Sydney watches as Andre puts the gun in his mouth again. We focus on Sydney's face as she hears the gun discharge. She jumps at the sound...but then we cut back to Andre at the table, obviously fine with a gun nowhere near him. Everyone looks up at Sydney.

Vaughn: You all right?

Sydney (quietly): Yeah.

Cut to a videophone screen with Sloane and Dr. Jain on it.

Dr. Jain: It seems that Nocturne incorporates a stimulant which overrides the pineal gland.

Cut to Vaughn, sitting on a couch on the other side of Jack.

Vaughn: There was intel a few years ago that the North Koreans were working on an experimental program just like this one, trying to create 24 hour soldiers.

Dr. Jain: And there have been others; all failures because no one understood the true biochemical nature of dreaming.

Vaughn: So, the Cahill's delusions were...were forms of dreams?

Dr. Jain: Nightmares, yes; in a matter of speaking. The problem being with these dreams? Once triggered...

Jack leans forward on his knees, blocking our (Sydney's) view of Vaughn.

Dr. Jain: ...there's no waking up.

Cut to Sydney, watching the videoscreen, then to the screen itself.

Sloane: Sydney, you listening? It's working, isn't it? Bit by bit, I'm wearing down your defenses. I'm gaining your trust.

Sydney looks to the side as Jack sits back and instead of Vaughn sitting there, it's Sloane.

Sloane: But we both know at some point, I'll betray you. And the people you care most deeply about? They'll die.

Sloane leans back behind Jack again and we settle on Jack's face, worriedly watching Sydney as Sydney stares wild-eyed at the spot where she saw Sloane. Cut back to that spot, and Vaughn is sitting there, staring at Sydney also.

Vaughn: Syd...you okay?

Syd looks away, and then gets up and stalks into the other room, grabbing Andre in a choking grip and pushes him back into the chair he's sitting in.

Sydney: You weren't surprised when I told you Cahill had died from Nocturne. You weren't surprised. Why weren't you surprised!?

Andre: I don't know...I don't know what you mean!

Sydney (fierce): What aren't you telling me!?

Andre: I tell you everything.

Sydney: Do not lie to me!

Sydney starts choking Andre.

Sydney: I'm one of them. Do you hear me, you son of a b****!? Cahill bit me!

Sydney is yanked off of Andre by Jack and Vaughn. She steps back behind Vaughn.

Andre: Okay! I know it was bad. This was why I was to meet Cahill! I contact him to tell him. I don't find Nocturne...at least, not what they make today.

Vaughn: So what did you give Cahill?

Andre: Old sample. It was meant to be destroyed. This drug, it go right through skin!

Vaughn (bitterly): And he didn't know this.

Andre (pleading for them to understand): I need money! I lied to him; I'm sorry.

Behind them, Sydney starts to break down, leaning her weight on the back of a chair and putting her head down.

Jack: From where!? Where did it come from!?

Andre: I don't know...is somewhere in Prague. I don't know.

Andre looks at Sydney with remorse.

Andre: I'm sorry. I'm very sorry...

Sydney leans her head down on the chair and starts to silently sob. Vaughn puts a comforting hand on her back as Jack turns back to Andre with a "What have you done?" look.

Cut to daytime flyover of some buildings in downtown LA. Cut to Weiss and Nadia, still working on Cahill's data.

Weiss: What was the last thing Nancy Cahill said to that eyewitness? "Vertel has hat es grappig?" Tell them it's funny!? That's gotta mean something else...

Nadia thinks for a moment and then types the word "grappig" into the APO database. It immediately pops up with an information window.

Nadia: The Grappig Group, Prague. Loose affiliation of biochemical engineers.

(A photo pops up with more intel)

Nadia: Milan Latuza, Grappig's senior chemist, specializes in synthesis and isolation of novel therapeutics.

Weiss: Nancy Cahill had found where Nocturne originated, only she was too far gone to do anything about it.

Cut to Jack listening to Sloane on videophone.

Sloane: Jack, I know this isn't what you want to hear, but even if we could recover a sample of the drug, we don't have time to engineer an antidote. Sydney needs medical attention.

Cut to Vaughn's distraught face and then to Sydney, lying on the couch with her eyes closed, moving restlessly.

Vaughn: Unless Latuza's already taken that step for us. If they realized they made a bad batch of Nocturne, it's possible they manufactured a remedy.

Jack: Contact the jet. We're going to Prague.



Cut to a black van pulling to a stop in an alley. Jack opens a laptop and is speaking to Vaughn.

Jack: Once you've accessed Latuza's database, any files that may be even remotely related to Nocturne, research, test results, formulas...

Cut to Sydney, uneasily listening from the front seat of the van.

Vaughn: I'll grab what I can.

After a pause,

Vaughn: What if I don't find anything?

Jack: Let's not discuss that here.

Cut to Sydney, still listening the two of them. She hears them talking quietly to themselves and looks over her shoulder at them:

Jack: Sydney's about as trustworthy as her mother.

Vaughn looks over at Sydney worriedly.

Vaughn: I know.

Jack: I'm going to kill her just like I did Irina.

Vaughn: Good.

Jack: Latuza's office is on the 6th floor; you'll need to get a key.

Vaughn: Yeah.

Sydney turns back facing front. As Vaughn leaves the van, she surreptitiously slides a switchblade into her hand from a pack behind her chair. Sydney turns around just in time to see Jack pulling a pistol on her...but then suddenly he's only holding a bottle of water. She appears to realize that what she just saw was not real, and it disturbs her. Jack notices the look on her face.

Jack: What is it?

Sydney (tentatively): Dad..

She gets up and comes to sit behind her chair, facing him.

Sydney: Do we have any tranquilizers?

Jack: No.

Sydney: Then I think you'd better tie me up.

Jack looks horrified at the prospect of doing that as Sydney puts her head in her hand.

Cut to a security guard in the building, sitting in front of a monitor console, talking to someone on the phone in a foreign language. Suddenly, some of the monitors and lights go out, then the rest go out. The guard goes off with a flashlight en route to the fuse box, but is knocked out by Vaughn when he gets there. Vaughn filches the guard's keys.

Vaughn: All right, I'm in. Headed upstairs.

Cut to Sydney's hands, pressed together in her lap as Jack wraps silver duct tape around her wrists. She is already bound around her chest to the back of the chair. Sydney looks up at Jack just as he finishes and sits back. Jack is visibly concerned, almost as if he wants to cry, knowing Sydney is suffering and is helpless to help her.

Sydney: I'm gonna be all right, aren't I?

Jack: Of course you will.

Sydney: What if we can't make it stop?

Jack: Shhh...don't talk...

Jack's face goes blank and his voice is suddenly monotonic and cold.

Jack: You can't imagine how much I hate it...when you talk.

Sydney (startled): What?

Jack: The reason I killed your mother? I had a desperate need to make her voice stop ringing in my ears. What torments me now, is that every time I look at you, I see your mother's face.

Sydney (crying): Noooo! No...(shaking her head as if to clear it) That's not true. That's not...

Jack (his voice full of emotion again): Sydney! Listen to me! This is all going to pass...

Cut to Vaughn, searching by flashlight.

Vaughn: All right, I'm on the 6th floor. How is she?

Jack: Okay. Just get to the lab and find the damn antidote!

Cut to Sydney, trying to hold back tears. Cut to Vaughn entering Latuza's office.

Jack: Sydney, look at me. Breathe, in and out. That's right. (She looks up at him and breathes.) That's right. Good.

The timbre of Jack's voice changes slightly.

Jack: Look into my eyes... (Sydney does) They're the last thing you'll ever see...

Sydney (keening): Noooo...

Cut back to Jack's face. He's alarmed now, almost panicked.

Jack: Sydney! I'm here with you!

Cut back to Vaughn, still searching the office, opening and searching through filing cabinets, but he's not finding anything useful. Cut back to alarmed Jack in the van with Sydney.

Jack: Sydney, look at me! Breathe!

She nods as he continues is his alter ego voice,

Jack: Your mother killed me...just like I'm gonna kill you.

A tear rolls down her face as she shakes her head.

Sydney: I won't let you!

Jack: How are you going to stop me? You're tied up.

Sydney looks down and sees that he's right and starts to cry. Jack's voice is again panicked, trying desperately to reach her.

Jack: Sydney! I'm here with you. No one's going to harm you. I won't let anything (his voice breaks slightly here) happen to you!

Sydney looks up pleadingly, tears in her eyes, and whispers,

Sydney: Dad...

Jack: I'm here, Sydney.

Sydney looks off to the side for a moment as tears slide down her cheeks. Then she looks back and asks with a pitiful little girl voice,

Sydney: Will you hug me?

Jack (moved): Of course I will.

Jack leans forward and gives Sydney a comforting hug, whispering to her,

Jack: It's okay...

He starts to pull back from her, he looks into her eyes...and she viciously head butts him, knocking him back.

Jack (alarmed): Sydney! No!

Sydney kicks him in the face, knocking him out. Then she opens the switchblade still hidden in her hand and starts to cut herself out of her bindings. Cut back to Vaughn in Latuza's office.

Vaughn: Jack, can you hear me? Jack, what is it? What's happened?

There's no answer from Jack. Desperately, Vaughn looks at a digital clock on the table in front of him...and seems to get an idea, following the cord to a power strip and then following another cord out to what appears to be a case. Vaughn opens the case to reveal a small refrigerator inside, filled with vials. Vaughn opens the door and searches the vials, grabbing one with yellow liquid inside and grabbing a needle from a nearby counter.

Vaughn: I've got the antidote; I'm on my way.

Vaughn opens the door to the van to find it trashed and deserted. Suddenly, he hears Sydney's desperate voice calling from down the alley,

Sydney: Help! Help! Anybody!

Vaughn runs down the alley until he's within 10 feet of her.

Sydney: Help!

Sydney looks down on the ground and looks like she is going to break down completely, tears streaming down her face. As Vaughn slows to a stop, she says,

Sydney: My father...I think...

Vaughn looks down and leaned up against the side of the brick building, sitting up and at least unconscious, is Jack.

Vaughn (out of breath and incredulous): Sydney, what did you do?

Sydney (crying hysterically): I think I killed him!


Sydney bends down and puts her hand on Jack's shoulder. Vaughn also leans over and...Sydney suddenly pulls a gun on him. Vaughn looks incredulous; he can't believe what he's seeing.

Vaughn: What are you doing?

Sydney: Get...get down. On your knees.

Vaughn: Sydney...it's Michael. I've got the antidote; it's right here in this bag.

Sydney (disbelieving): Don't lie to me.

Vaughn: Oh Sydney...Sydney, listen to me...

Syd starts to sob, but tells Vaughn sternly,

Sydney: Put your hands up... now!

Vaughn does.

Sydney (accusing): I know what this is. This is a game to you! A cruel joke at my expense.

Vaughn (doesn't understand): What, what's a game?

Sydney: You and me. (she raises the gun and points it right at his face) Admit it.

Vaughn (gently): No, Sydney...Sydney, listen to me. What are you scared of?

Sydney: I am scared! Scared you're gonna betray me...again...like you did when you married Lauren.

Vaughn: Sydney...I would never, ever hurt you...

Sydney: Stop! Stop right there...

Vaughn slowly closes in on Sydney, fully believing he can talk her into giving him the gun.

Vaughn: You need to give me the gun, all right?

Sydney (more desperate): I said stop!

Vaughn: Just give me the gun...

Vaughn starts to reach out his hand toward Sydney...and she pulls the trigger as Vaughn flinches...but there are no bullets in the gun and it clicks hollowly. For a split second, Vaughn looks at Sydney as he couldn't believe she'd actually tried to kill him..and then he knocks the gun out of her hands. She tries to punch him, but he grabs onto her fist, so she kicks him in the stomach. He grabs onto her leg instead, and she uses a flip move to knock him aside with her other leg. He bangs into a metal dumpster and she flips herself back to a stand. Vaughn turns to face her and attempts to block her punches and kicks without hurting her. She pins him by his neck against the dumpster.

Vaughn (struggling): Sydney...don't do this...

He grabs Sydney's head and headbutts her to get her to let go. He tries to grab Sydney's hands, but she grabs him by the back of the hair and shoves him back into the dumpster. He elbows her in the stomach and then shoves her backward, pinning her against the brick wall.

Vaughn: Sydney, don't do this.

Sydney leans down and bites Vaughn's hand, forcing him to let go. She puts her hand over his face to hold him off and then knees him in the gut. Then she grabs Vaughn by the hair and slams his face into the brick wall. He falls over backward. Sydney grabs a long metal pipe from the ground and hits Vaughn in the back as he tries to stand up and then sweeps his feet out from under him with it. She swings the pipe up to deliver the killing blow as Vaughn tries to shield himself...

Vaughn: No!

Jack grabs Sydney from behind, carefully choking her unconscious and laying her on the ground.

Vaughn: You took the bullets out...

Jack: Seemed a reasonable precaution.

Vaughn goes over and collects his bag from the ground and pulls out the antidote and the needle. He fills the syringe and injects it into Sydney's arm.


Cut to daytime view of LA skyline.

Sloane: Preliminary review by Medical Services: Sydney will be fine.

Cut to Sloane, talking to the others at APO in his office.

Sloane: For that, I know we are all deeply grateful. Furthermore, Interpol has raided both the office and laboratory of Dr. Milan Latuza. The Nocturne program has been dismantled. That threat is now over. Okay, that's it.

The meeting starts to break up as people leave the room.

Sloane: Dixon?

Dixon turns and looks back.

Sloane: Sending Sydney out...(nods his head) a tactical error, indeed.

Dixon nods his head, then walks closer, getting right in Sloane's face.

Dixon: I'd've said this earlier, but when I get done, it's likely you'll have me relieved of my position and I didn't want that to happen while Sydney was in the field. I've asked myself...countless times...why I never saw the...true nature of SD-6. For a while, I punished myself over it. Finally, I realized...my only failure was that of...imagination. Despite all the evil I'd encountered, I'd never imagined a person could exist...someone as throughly...toxic as yourself. I won't make that mistake again. You want us to believe you've reformed; that for the love of your daughter you've decided to listen to the better angels of your nature. Arvin...let's be honest: You don't have any. And on that inevitable day when your true motive reveals itself? I promise you...I'll be there. I'll be waiting.

Dixon turns around and walks away, leaving Sloane to stare inscrutably after him.

Cut to Sydney, lying in a hospital bed in Medical Services. She appears to be deep in troubled thought. She looks over at the doorway and Vaughn enters the room.

Sydney: Hey.

Vaughn: Hey.

She looks up at him wide-eyed, almost as if she's afraid of what he might say.

Sydney: Vaughn, what I said to you...what I did...

Vaughn sits down on the side of Sydney's bed and lets out a sigh.

Vaughn: Syd, you weren't yourself.

Sydney (whispering): No.

Vaughn shakes his head also and looks down. Sydney looks down, troubled, and then raises her head up to give Vaughn a small kiss. As they pull away from each other, Sydney gives Vaughn a tenative smile, which he returns. She looks down and to the side...and sees a spider crawling on top of her bedsheet. Vaughn turns to see what she's looking at, smiles slightly and then puts his hand down, scoops up the little spider to deposit it on the floor next to the bed. Smiling at Sydney, he says,

Vaughn: My father liked spiders; he said they were good luck.

Sydney gives Vaughn an almost playful side glance.

Sydney: I've never heard that.

Vaughn: No?

They smile at each other and then Vaughn whispers to her,

Vaughn: Get some rest.

Sydney gingerly lies back down.

Vaughn: I'll see you tomorrow.

Sydney: All right.

Vaughn leaves and Sydney is once again alone with her thoughts.