04x01 - Authorized Personnel Only (part 1)




Strains of Etta James' “At Last” plays as we look down a hallway at a closed door with a woman's silhouette behind it. The door slowly slides open to reveal Sydney in short blonde bob wig, wearing a white babydoll nightie. Sounds and lights indicate she is on a train.

As she walks from the bathroom into the main sleeping compartment, we see a man, mid 40's, glasses, white shirt w/sweater vest sitting at the table watching her. Sydney turns so that she is facing the man. She flips the split skirt so that he can see her lacy white undies and then asks in English with Swedish accent:

Sydney: Is dis…okay for me? I just got it.

Man (also with slight accent): For you? Yes. For you, is very…okay.

Sydney smiles and drapes herself across the bottom of the bed, facing him.

Man: For…me, too.

Sydney: I am sojy for barging in to you.

Man tugs on tie around neck as if it's suddenly too tight.

Man: Yeah…is no problem.

Sydney: Do you travel much?

Man: I…yes, for my work.

Sydney (seductively): I like the train.

Man: Yes.

Sydney: Vhat is your work?

Man: I'm in chemical business.

Sydney laughs.

Sydney: I knew something like that!

Man: You did?

Sydney: Yep.

Sydney gets up and walks over to Man.

Sydney: I look at your hands when I come in and I tink…

(Sydney leans across the table and touches the man's forehead, lets it travel down his face and then to his hands.)

Sydney: He uses brain…more than hands.

Man: I use hands also…(suggestively)

Sydney: I am hoping so.

Sydney looks down. Next to the man, there is a locked briefcase on the floor.

Sydney: So vhat is in case? Shemical?

Man: Chemical, yes.

Sydney (giggles): No.

Man: Yes…something danger…

Sydney: In dis…danger.

Man: Yes, in case.

Sydney: I don't believe.

Man: Yes, is true.

Sydney (giggle): Show me…I want to see… I want to see what you do. What is so danger?

Man picks up case and sets it on the table. He sets the combination lock and opens the case. Inside is a Cyrillic keyboard terminal.

Man: What is inside can be used for good…or evil.

Sydney: Me too.

Man smiles at her suggestive comment.

Sydney: Open it. I vhant to see everyting.

Man types in a password and lights beep inside case. Man opens side compartment with a metal encased glass tube.

Man: Is isotope. Unstable…

Sydney looks momentarily worried.

Man: Vhat is it?

Sydney smiles, then reaches over to remove the man's glasses, suggesting more is about to come. She runs her hand down the side of his face…and then smacks him in the face with the heel of her other hand, knocking him out. She grabs the isotope, then hurriedly dresses. She puts the isotope into a protective container and puts it in her bag. She handcuffs the knocked out man to the wall. She hurries along the corridor, just as a man with a gun comes around the far corner telling her to stop.

He trails her into a baggage car. He looks for her but doesn't see her. She jumps down behind him and fight ensues. At first, Sydney appears to have the upper hand, but the assailant starts to wear her down. She is flung against a door handle, which opens up the side of the car. He picks up his gun again, but she fights it out of his hand and it falls out of the car. He flicks open a switchblade as Sydney starts moving to evade the blade. Eventually, she gets knocked aside and grabs some protective netting that would normally be across the open doorway. She is hanging on, completely outside the car of the speeding train. There is no way for her to let go and she can't get back inside the car. The man comes over and starts cutting the straps off the netting one by one. As he starts to cut the last strap, we see Sydney look down and there is a several hundred foot drop below her. On her pained reaction, we:


72 Hours Earlier, then


Music cuts in, plays over following scene. (Song is "Cold Hard B*tch" by Jet)

Feet running against the pavement, then cut to another pair of feet running. First pair wear black knee high stockings and black Mary Janes, the second dark men's pants and shoes. (Think Sailor Moon) Cut back and forth between Sydney, in black shoulder length bob wig, short parochial skirt and white short sleeve button down shirt not buttoned but tied at the waist, partially revealing her black bra, and another man (not someone we know) dressed in a three piece suit. The man keeps looking back at Sydney as he runs. She motions for him to keep running. She is yelling and pointing for him to turn left.

Finally, music cuts to background and we can hear the scene.

Both are still running.

Sydney: Here, turn up here!

Man: What, the next street?

Sydney: Yes!

They turn up the street, and we finally see three assailants chasing them.

Sydney: The alley!

They get to the end of the alley and there is a grate across it.

Man (panicked): It's locked! It's locked!

Sydney runs right into the door, knocking it open and runs through it. Man runs behind her. Three assailants follow. Sydney and man run into the back door of a nightclub, and make their way to the grimy bathroom and lock the door behind them. Sydney reaches under the grimy sink and pulls out a small pack.

Man: All right, at the very least…I deserve answers.

Sydney (opening pack): We were compromised, Brodine.

Brodine: Yeah, I figured that part out. We were supposed to meet at 10:15, extracted by 10:25…

Sydney: I was late.

Brodine: Yeah, and I wanna know why!

Sydney pulls a handgun out of the pack and tosses it at Brodine.

Sydney (callously): Watch the door, please.

Brodine: There's a reason for protocol, you know that!? Where were you!?

Sydney: Can we save the debrief for the flight back?

Brodine: Did you try to contact Agent Strum?

Sydney: I told you, his life is at risk!

Brodine: Look, he's in deep cover, Agent Bristow…that's part of the job description!

Sydney (looking over at Brodine's gun): Safety's on. (into comms) Mountaineer to Shopkeeper, please respond.

A woman knocks roughly on the door.

Woman (in Mandarin Chinese): I need to use the bathroom!

Sydney (in Mandarin Chinese): Then find another one, I'm busy.

(voice from comms): Mountaineer, this is Shopkeeper.

Sydney: Shopkeeper, your cover's been blown. We'll meet in Ming Hai train yard, 20 minutes!

(voice over comms): Wait a second…oh, wait, wait, what…how did…how did you find me!?

Sydney: Shopkeeper, do you copy!?

(voice over comms): They know where I am! They found me! They found me!

Brodine: What's happening?

(Over comms) shots are fired and then line goes dead for a moment before another voice says: Hello, Sydney Bristow…I heard about what you're wearing…I like it. But your work here in Shangai is not so good…you've broken radio silence. Sloppy…disappointing.

Sydney: Listen…who is this? What do you want?

Voice (amused): Oh, I got what I want. We're tracking your radio signal…right…now. I know the building you're in…

Brodine: They just tracked your broadcast!?

Sydney puts the transmitter in the sink and turns the water on to destroy it. Then she goes over to Brodine and starts undressing him, pulling off his suit jacket.

Brodine: What…What are you doing?

Sydney: Trust me.

Brodine: No, I'm not just following you blind anymore…What's your plan?

Sydney: I don't have time to type up an itinerary. You'll do what I say, or you'll die. Take off your shirt.

Sydney stands on the edge of the sink to reach the cracked open window.

Brodine: That's window's too small to climb out of.

Sydney: I'm not climbing out.

Sydney sticks her finger in the groove of the window, pulling out a big glob of black grime. Knocking on the door resumes. Sydney comes toward Brodine. She rips off the short sleeves of his T-shirt.

Sydney: Close your eyes.

Sydney rubs the grime along the top lids of Brodine's eyes, and then around the bottom.

Brodine: Oh my God, that burns!

Sydney: Better than a bullet. Open…

Brodine reluctantly opens his mouth and she spreads the grime along his lips as he groans. She removes an earring from her ear.

Sydney: This part's gonna hurt more…

Brodine: No, no! I don't need that!

Sydney: It's the details that matter…try not to scream.

Sydney shoves the earring through Brodine's ear as he lets out a girly squeal. Banging continues on door.

Sydney (in Mandarin Chinese): I'm almost done!

Sydney pulls Brodine's belt off and puts it around his neck like a collar. Sydney reaches down and fingers some grease from off a sink pipe.

Brodine: What is that for?

Sydney uses it to grease Brodine's hair forward over his face.

Sydney: They'll be looking for two of us, so we're both going to walk out of here alone.

Brodine: Oh God, they're going to kill me, aren't they?

Sydney: They might. You've got to strut out of this club.

Brodine: I don't strut!

She turns Brodine toward the grimy mirror while she writes the Chinese character for "dog" on his T-shirt with the black grease. (Thanks to JetBabee)

Sydney: Look.

Brodine now looks like a punk.

Brodine (whining): My ear hurts.

Sydney: We'll meet and Beding Hai station in 20 minutes. (grabbing the gun out of his hand and throwing it aside) You won't need this.

Brodine: What are you gonna do? They know what you look like!

Woman outside bathroom is still banging on the door.

Woman (in Mandarin Chinese): Come on already!

Sydney opens the door suddenly to a Chinese woman dressed in a long blonde wig and leather catsuit.

Sydney (in Mandarin Chinese): How badly do you have to go?

Sydney grabs the woman and pulls her inside. When the door reopens, we see Brodine in his new punk glory emerge from the bathroom. He starts strutting toward the door, then turns back to see Sydney, now dressed in the same clothes the Chinese woman had on moments ago. He turns to leave, bumps into one of the assailants who is guarding the door. Brodine swears at him in Chinese and stalks out of the club while Sydney watches him leave.



Cut to flying over skyline scene, then cut to:

Director Chase (Angela Bassett's character): In your complaint against Agent Bristow, you stated your pursuers tracked you to the restroom?

Pan over to Agent Brodine, sitting next to Director Chase, in 3-piece suit and a bandage over his pierced ear.

Brodine: Yes, Ma'am, they did…when…

Sydney (cutting him off): When I made contact with Agent Strum. I wanted to help him. I made arrangements with Agent Strum for him to meet us at the closest LZ in Jing'an. My intention was to extract him.

Chase: That wasn't your purpose in Shanghai. You were sent with one objective: to pick up surveillance photos from Agent Brodine…

Sydney: Yes, ma'am…photos taken by Agent Strum whose cover had already been blown.

Chase: That's presupposition…(speaking over Sydney's protests) a tip from an unauthenticated source and you opted to change the objective of the mission.

Sydney: I made a judgement call. You do understand that things don't always go as expected when you're in the field?

Chase: I don't need a 7th floor lecture from you; I've read your report. Even for you, Agent Bristow, your arrogance today is appalling!

Sydney: It wasn't meant to be a lecture, Director Chase…just a reminder.

Chase gives Sydney an annoyed look.

Sydney: With all due respect, it has been twelve years since you've been field rated.

Chase looks up at Sydney, now irate.

Chase: Your poor judgment apparently cost a man his life.

Sydney looks down, chastened.

Chase: So…after dressing him up…(nodding toward Brodine) you violated protocol yet again by leaving your contact alone.

Sydney: Mr. Brodine would have been killed otherwise.

Chase: Miss Bristow, your record's a mess. Your consistent disregard for protocol obviously speaks to some larger systemic dysfunction; a psychological need to challenge authority. If the Shanghai incident were an isolated one, then perhaps a warning would suffice here, but this his hardly the first time you've exhibited rogue behavior.

Sydney: What happened in Shanghai was not rogue! I…

Chase: Miss Bristow, it is my turn to talk. I'm recommending to the board that you be stripped of classified clearance and assigned to the Dispatch Office at Langley.

Sydney: You're transferring me…to the mail room!?

Chase: You'll report to Officer Hermelin 8 a.m. on Monday.

Sydney: Wait, wait, wait… Lemme get this straight… Is this a permanent reassignment!?

Chase: Technically, that's what a demotion is.

Sydney: I don't know exactly what you have against me, but my record…

Chase: I resent you, and I'll tell you why. It's conduct like yours that endangers the CIA. It weakens us; it forces us to take a defensive posture.

Sydney: Wait…wait a minute. Am I supposed to…defend my record to you…!?

Chase(standing up): This is not a dialogue, Miss Bristow. In Virginia. Monday morning.

Sydney (also standing): If this is your…decision, Director Chase…I will no longer burden this agency with the hazard of my participation.

Chase: Are you opting to terminate your association with the CIA?

Sydney: I will say it in English for you; I quit!

Sydney and Chase glare at each other, then Sydney turns to give Brodine a betrayed look that says, ‘How could you do this to me?' before walking away.

Cut to nighttime aerial of Washington, DC. Cut to Vaughn in sleeveless gray T-shirt, covered in sweat, viciously beating the stuffing out of a punching bag. Behind him, we focus on Weiss, standing in the doorway.

Weiss: Yo! Vaughn…Vaughn! Bag's dead, man, you can give it up.

Vaughn finally stops.

Vaughn: Thanks for coming.

Weiss: Thanks for sweating.

Cut to the locker room as Vaughn starts getting stuff out of his locker.

Weiss: You all right?

Vaughn: Yeah…I think a full month's psych evaluation is more than enough.

Weiss: Really…for you? I…don't know.

Vaughn gives Weiss a droll look.

Weiss: Was a little overkill, though. C'mon…burning your house down?

Vaughn: It wasn't a happy home.

Weiss: Yeah, but still…fire.

Vaughn: Yeah, well, you kill your wife after learning she's a vicious, homicidal double agent, and see how rational you are.

Weiss: I…I just want you to know that I'm there for you…You know…if you need to stay with me for a while…'cause your house is…ashes…

Vaughn: I'm leaving.

Weiss: Leaving what?…(Weiss looks at the somber look on Vaughn's face) The Agency!? Is this because of Sydney?

Vaughn: No, it's not because of Sydney…it's because last year sucked. It's because I don't have the desire to do…not the desire, the need to do this job anymore…I don't have it…

Weiss: So you're telling me this stupid idea was all on your own? Sydney didn't talk to you about this?

Vaughn: I haven't spoken to her this week…or last. I don't know what's going on with her.

Weiss: All right, you gotta talk to her.

Vaughn: Well, I've already made my decision.

Weiss: Okay, this isn't about you. Her review was today. Sydney quit.

Cut to Sydney walking into a subway station. While riding on the train, she pulls a plain white access card out from inside a traffic ticket citation, and then stuffs the citation back into her purse. She gets off the train and then waits for the platform to clear. Once she's the only one left, she walks to the end and down a set of stairs that leads to a door that has a dingy sign on it that says “No Entry - Authorized Personnel Only”. She swipes the access card in the reader by the door and enters.

Inside is an electrical fixture room. On one side of the room, she pushes a switch up; on the other, she pushes a switch down. Then she opens a box and pushes three breaker switches into position…

And a secret door slides open. She walks into the hallway. At the end is an opening that leads to an all-white office. As Sydney walks closer, a familiar figure moves to stand at the end of the hall. It's Director Chase…and she's smiling.

Chase: Glad you found us.

Sydney (also smiling): Me too. That wouldn't have been a very good start.

Chase: You did very well with the committee…very convincing.

Sydney: Thank you. So were you…I actually felt like I was in trouble…

Chase: Well, I can pull it out when I need to. C'mon, let me show you around.

(As they walk through the all-white office)

Sydney: How is that man's ear?

Chase: Don't worry about Brodine; he thinks he's a hero. He has no clue Shanghai was a charade. The Agency's Pacific Rim surveillance worked out of this office until '98. This place was dark until two months ago when Langley approved the division.

Sydney: Miss Chase, I can't tell you what an honor it is to be asked to be part of this operation.

Chase: I know you…spoke of being hungry…looking for a fresh start…

Sydney: That was nothing…my father, Vaughn…irrelevant personal stuff. I want to serve my country the best I can.

Chase: Well, this assignment will be a challenge for you…more than you were led to believe.

Chase shows Sydney into a meeting room. The camera pans as if it were Sydney's eyes. First we see…Marcus Dixon, smiling in greeting to Sydney. Then we pan to…Jack Bristow, arms crossed in almost defiance…Then to Vaughn, moving to stand from a sitting position.

Chase: The four of you were chosen; hand picked to run this team.

Sydney (in shock): The four of us… Hand picked by whom?

Sydney turns to see… Arvin Sloane. He smiles and says to her:

Sloane: This is exciting.

Sydney turns and stares in shock at Dixon and Jack and then turns to Chase, saying:

Sydney: Could I have a word, please?

And then steps by Sloane out of the office with Chase trailing behind.

Sydney: When I was approached about joining a black-ops unit within the CIA, I thought I was doing the right thing. And while I appreciate the necessary protocol in assembling a new team, Arvin Sloane is not…

Chase (cutting her off): I understand you used to work for Sloane.

Sydney: Yeah, a criminal psychopath beyond verbal descripition…

Chase: I know all about Sloane.

Sydney: Then allow me to ask the most obvious question in the history of time: How can the CIA let that man, who ran what amounts to a terrorist cell within the borders of this country, run anything?

Chase: You don't need me to explain the geopolitical landscape, or to list this country's former enemies with whom we now collaborate.

Sydney: But we have to draw the line somewhere.

Chase: But we can use him now: His contacts, his expertise, and he will be closely monitored.

Sydney: I pity the man with that job.

Chase just looks pointedly at Sydney.

Sydney: Wait a minute…

Chase: With you here…Vaughn, Dixon, and your father, there's a built-in system of checks and balances. If Sloane missteps…you'll catch him. Now, that's it. This is your assignment.

Cut to Black.

Alias Credits and Theme

(aka - Now is the time in Alias when we dance)

Sydney walks back into the briefing room where Sloane is standing and Dixon, Vaughn and Jack are sitting. As she enters, Sloane turns toward her.

Sloane: I was just explaining how the CIA approached me.

Sydney gives Sloane a staredown, but does not reply. As she moves toward the couch, Vaughn slides over to make room for her to sit down. Note that Sydney does not sit down next to him, but rather on the arm of the sofa, putting space between herself and Vaughn.

Sloane: Concerned that increased public scrutiny of the CIA and resulting red tape has impeded their ability to do their job, what they asked me to set up for them was a covert unit; one that is still governed by US laws, but unhampered by bureaucratic chain of command with no accountability—except to ourselves.

Sydney: That part was made clear.

Sloane: Which was the part that wasn't made clear? That was me.

Sydney: No, it wasn't.

Sloane: Well, quite frankly, I was surprised by their call, too…until I understood what it is they want—their own SD-6: a unit that officially doesn't exist comprised of team members who have no apparent affiliation to the CIA. They don't want to know how we do our day's work…only that it gets done.

Dixon: And what is our day's work?

Sloane uplinks a photo to the monitor.

Sloane: His name is Yuri Komorov; he's Russia's leading nuclear scientist…until last month when he disappeared with the only viable sample of Orine-12: an deadly and highly unstable isotope. Signal intercepts indicate that on Thursday, Komorov will have a meeting on the train traveling between Belarus and Latvia. We can assume he'll be selling the isotope. The CIA is unable to use that information, which is why we are here. Sydney, Vaughn…you'll be on that train.

Sydney (almost to herself, disgusted): I can't believe this…

Sloane: I beg your pardon?

Sydney (shaking her head): Nothing.

Jack: The buyer…who is it?

Sloane: We don't know yet. But according to his grocery list, we can assume he's a serious threat. We were able to intercept the protocol of the meet: the buyer will be in the dining car, 8pm Greenwich Mean Time. There will be a green fountain pen on the table. He will ask Komorov if he would like some tea. Komorov will reply that he prefers…bourbon. Dixon, you will be on point. Sydney, you will recover Komorov and the isotope. Vaughn, you will ID the buyer. You will sell the buyer a bogus isotope outfitted with a tracking device so that Langley can follow him back to his base of operation and grab him there.

Vaughn: Is that it?

Dixon: Komorov is known to rig his transport devices with self-destruct mechanisms.

Sloane: Yes, that's correct, so Sydney, you'll need to get him to open the case for you.

Sydney (trying to hold herself back and not quite succeeding): Do you have any suggestions?

Sloane: I assume you'll come up with something interesting…Jack, you'll set up the operational plan. The wheels go up at 0600 hours. Are there any questions?

Sydney (sarcastic): Besides, “How'd you get this job?”

Jack: Sydney…

Dixon: Syd…

Sydney pauses, then looks down at the dossier on the table in front of her. It is white with a red rectangle with the letters “APO” inside it.

Sydney: What is this…APO?

Sloane: It's the name of our new organization, It's right on the door.

Sydney: Authorized Personnel Only.

Sloane: I thought it was fitting.

Sydney (standing abruptly): Excuse me, I have to prep.

She walks out of the briefing room, leaving everyone behind. As the meeting breaks up, Sydney is sitting at her new desk. Dixon walks in…his desk is right next to hers. He walks over toward her, and she gets up to meet him halfway.

Dixon: If I had known Sloane was involved? Not a chance.

Sydney: It was a little deceitful, right?

Dixon: Yeah, but then I thought if I refused the job, I can't watch over Sloane.

Sydney: I'm having the same conversation with myself.

Dixon: You know, I told Langley that I wanted to step down as Director. That life, that suit was never for me…I belong in the field. And then the offer came from Chase…

Sydney: ‘An elite, black-ops unit' speech…

Dixon: Yeah, that's the one, and I was in.

Sloane walks up behind Sydney, and she turns around so that both she and Dixon are facing him.

Sloane: Look, I understand your reluctance to work with me…well, given everything. Despite my former allegiance, my betrayal of you, of this country…you can't deny it: we were a great team. So I'll do this just once and ask you to please…give me a chance.

Sloane walks away. Sydney turns back to Dixon, obviously not pleased.

Sydney: One thing makes up for all this: having you as my partner again.

Dixon gives Sydney a proud smile, and Sydney lets out a real, full-on, dimpled smile.

Cut to aerial scene of LA at night. Cut to Sydney gathering items throughout her house to pack for her mission. While she's in the bathroom gathering her makeup, the doorbell rings. Sydney looks apprehensive of whom it might be. She opens the door to find Vaughn standing there.

Vaughn: Sorry to drop by.

Sydney: It's okay.

Vaughn pauses, then says: I miss you. I wanted to say that I miss you.

Sydney (tentative): I've been thinking…obviously…about what…

Vaughn: Well, you're afraid to…

Sydney: I'm not afraid, but I…

Vaughn: But you won't return my calls…

Sydney: That's because I could feel what was happening.

Vaughn nods for a moment as if he knows exactly what she's talking about and then takes a deep breath.

Vaughn: Can I come in?

Sydney: If you come in, we both know what's gonna happen…and I don't want that—to jump right back in where we were…before everything…to pretend that those years didn't happen.

Vaughn: Well, that would be nice, wouldn't it?

Sydney: But they did.

Vaughn swallows and nods curtly, clearly not thrilled with Sydney's answer.

Sydney: We need to take it slow, Vaughn.

Vaughn: Yeah, you're probably right.


(Sound of train horn and the clacking of a train on tracks)


We see a train travelling down a train in deserted darkness. A heliocopter follows behind the train.

Cut to Vaughn in his Komorov costume (dark blazer, vest sweater, white shirt with tie, wire-rimmed glasses) typing on a keyboard inside of a briefcase and closing it. Turning his head, he says:

Vaughn: You ready?

Camera pans to Sydney in her Swedish girl outfit (white sweater with 1/2 zipper in front, white miniskirt, grey suede coat with white fur trim) while she primps her wig. They are in the baggage car.

Sydney (in English with Swedish accent): Ya, I tink so...you?

Vaughn picks up briefcase and starts walking. As he walks by Sydney, he says:

Vaughn (in Russian): Let's go. Nice tits. (Thanks to FunkyMonkey and mysticowl for the translation.)

Sydney follows along behind him, laughing.

Cut to a hand tapping ashes off the end of a cigarette. Pan up to Komorov. He's in his room smoking and looking at some paperwork at the table. Suddenly the door to the room opens and Sydney walks in, placing her overnight bag (white, looks sort of like an old-fashioned bowling bag) on the bed.

Komorov (in Russian): Excuse me.

Sydney startles and turns around, her hand over her heart is if it's pounding.

Sydney: Hello-ah.

Komorov (in Russian): This is a private compartment.

Sydney (in Swedish): This is my room.

Komorov (in Russian): This isn't your room.

Sydney (in Swedish): This is my room.

Komorov stands up, searching in his coat for his ticket. Pulling it out, he says something in Russian and holds it out for Sydney to see. Sydney has pulled her ticket from her bag and carries it over to him.

Sydney: Are you speaking English?

Komorov: Yes...I speak.

Sydney holds up her ticket to him, pointing out the room assignment.

Sydney: See, for me? This room?

He takes her ticket and holds it up to his, looking at them both.

Cut to Vaughn entering the dining car. He slowly walks down the aisle, looking for the telltale green pen. About 2/3 the way down the car, he spots it and sits down opposite a man who looks to be Japanese.

Man (not looking up from his reading): Would you care for some tea?

Vaughn (in heavy Russian accent): No, I prefer bourbon.

The man puts aside his reading and looks up at Vaughn for the first time.

Man: You're early.

Vaughn: I am eager to make exchange.

Man: As am I, Mr. Komorov.

Cut to sleeping car with Komorov and Sydney.

Komorov (still looking at duplicate tickets): I...I am sorry...

Sydney: Is good, no?

Komorov: Yes, is good...

He slowly hands it back to her as if assessing her for the first time. The train suddenly lurches and she lurches slightly toward him and smiles.

Sydney (as if confessing): I was drink...in dining car.

Komorov: Yeah.

Sydney: Too much.

Komorov: Yeah.

Sydney smiles.

Sydney: I am for sleeping now.

Sydney looks wistfully over her shoulder at the bed and then stretches her arms way over her head, which pulls her sweater up to expose her stomach all the way to almost under her breasts while Komorov watches interestedly.

Sydney (still stretching): Is there a place for changing?

Komorov: Uh, yes...uh, bathroom.

Sydney sighs, arms still over head.

Sydney: Thank you.

She puts her arms down and smiles, pulling her shirt down over her stomach with an apologetic smile. She turns and picks up her bag. Stopping before Komorov, she says:

Sydney: You are cute.

She reaches over and grabs his glasses by one temple, moving them slightly as she talks.

Sydney: I like these framings.

Her fingers trail down his face as she walks by him into the bathroom. He turns and follows her with his eyes until she closes the door to the bathroom.

Cut to Vaughn, grabbing the handle of his briefcase and setting it on the table between him and the man. He looks around the car as if nervous and asks:

Vaughn: You want to do this in public?

Man: Mr. Vadik is not afraid of the public...and neither am I.

Vaughn gives a mini shrug and opens the briefcase. He types in a password on the Cyrillic keyboard and after a moment the compartment in the side pops open. He reaches inside and pulls out a canister that looks extremely similar to the one we saw in the earlier scene with Sydney and Komorov. He sets it on the table between himself and the buyer and waits. The buyer pulls out an electronic device, holding it up to the side of the canister, checking it. While it's checking, the buyer looks up at Vaughn and smiles slightly, almost like a cat playing with a mouse before eating it.

Cut back to Sydney and Komorov. We are back at the scene from the beginning of the show:

Sydney: Is dis…okay for me? I just got it.

Man (also with slight accent): For you? Yes. For you, is very…okay.

Sydney smiles and drapes herself across the bottom of the bed, facing him.

Cut back to the electronic device as it beeps and registers some numbers.

Vaughn: You can't test power with toy from hardware store.

The buyer smiles that 'cat that ate the canary' smile again. Vaughn gives a nervous smile in return. After a moment's pause, the buyer tosses a small black jewlers bag across the table.

Man: When the more comprehensive tests are done, Mr. Vadik will forward you the other half of your payment.

Vaughn picks up the bag and then takes another surreptitous look around the dining car.

Vaughn: You're not very discreet.

Man: Terror happens every day, around everyone. Nobody notices a thing until something detonates. Mr. Vadik and I rely on that.

Man puts his paperwork into his briefcase. Vaughn closes his briefcase and then opens the jeweler's bag and tilts out the contents: diamonds.

Cut back to Sydney and Komorov.

Sydney: Vhat is your work?

Man: I'm in chemical business.

Sydney laughs.

Sydney: I knew something like that!

Man: You did?

Sydney: Yes, because...

Sydney gets up and walks over to Man.

Sydney: I look at your hands when I come in and I tink…

(Sydney leans across the table and touches the man's forehead, lets it travel down his face and then to his hands.)

Sydney: He uses brain…more than hands.

Cut back to Vaughn and the buyer. The buyer is staring intently at Vaughn. Vaughn looks up and meets his eyes.

Man: You look familiar.

Vaughn: Sometimes people tell me I look like hockey player...Alexei Kovalev.

He smiles slightly and looks back down.

Man: No, that's not it.

Vaughn looks back up at the man.


Shot of train rushing by from the outside. Cut back to Vaughn and the buyer. Buyer is still staring Vaughn down.

Vaughn: Well, perhaps we have met before, maybe your boss, Mr. Valik...perhaps I know him.

The buyer looks discreetly over Vaughn's shoulder to the corner table in the car. Two men sit there. One makes eye contact with the buyer and the buyer surreptitously nods. The henchman walks to their table. The henchman is built like a football player. He puts his hand on Vaughn's shoulder.

Vaughn: What is this?

Man: I don't know where you're from...but you're not Komorov.

Vaughn: Excuse me, but this is me.

The buyer looks out the train window and then back to Vaughn.

Man: I'm getting off the train a little early.

Vaughn looks out the window to see a heliocopter alongside the train. To the henchman, the buyer says:

Man: Find out who he is.

The buyer gets up to leave. He grabs the parcel of diamonds off the table and pockets them. At the corner table, the other henchman gets up. As the buyer walks away, we see that Vaughn is considering doing something there in the dining car, but he looks across the aisle to see a little girl talking and he knows he can't. He turns to see the buyer talking with Henchman #2 and then the henchman walks off. Vaughn nudges his comm link and says to Sydney:

Vaughn: Syd, they're on to us. There's one heading your way. Move!

Cut to Sydney's face as she registers what Vaughn has said. Worry momentarily crosses her features.

Komorov: What is it?

Sydney smiles at him.

Cut back to the dining car.

Henchman grabs a fistful of Vaughn's coat and yanks him to a stand.

Henchman: Get up!

Cut to Sydney slamming Komorov in the face and stealing the isotope container. Cut to her leaving Komorov's room and Henchman #2 giving chase.

Cut back to Vaughn being led down a corridor by Henchman #1. Vaughn takes his glasses off and tucks them in his blazer's front pocket. The Henchman pulls him to a stop in front of a door.

Henchman: Here.

Vaughn opens the door and enters the room, immediately spinning around, grabbing one of the man's arms and punching him in the face. He then spins the gun out of the henchman's hand. Vaughn tries punching again, but is blocked. Henchman puts his hand around Vaughn's throat and throws him forcibly up against the wall.

Cut to Sydney and Henchman #2 in the baggage compartment. Sydney has just hopped down behind him and punches him. She kicks the gun out of his hand and kicks at him again, but misses. The henchman punches her in the face.

Cut back to Vaughn as he's thrown across the room, landing on a desk and then falling to the floor on his back. The Henchman looms large over him. Vaughn kicks him hard in the groin with both feet and then, when the henchman bends over in pain, kicks him with both feet in the forehead, knocking him backward. Vaughn goes on the offensive and tries to punch the henchman in the face, but the henchman catches his fist and then wraps his other hand around Vaughn's neck again. Vaughn tries in vain to remove the man's hand. The henchman throws Vaughn against the wall into the dining table in the room. On the table is a metal water carafe and a couple of glasses.

Cut back to Sydney and Henchman #2. The door to the baggage car is open now and Sydney is evading the henchman's knife swipes. He kicks Sydney in the face, and she goes flying, grabbing on to the nylon straps that cover the baggage. She is hanging helplessly outside the baggage car as the train speeds along.

Cut back to Vaughn and Henchman #1 as the henchman gives Vaughn a vicious punch to the stomach. Vaughn picks up the metal carafe and blocks his next punch and then hits the man in the head with it. The man staggers, but stays on his feet. After a second, he moves toward Vaughn again. Vaughn hits him in the head with the carafe again. The man staggers backward more forcefully, but still doesn't go down for the count. Vaughn can't believe it. In disgust, he growls:

Vaughn: Are you kidding!?

And hits the henchman in the head a third time, which finally knocks him out. After a quick glance to make sure he's really knocked out, Vaughn charges out of the room and through the car.

Cut back to Sydney, still hanging from the netting outside the baggage car. Henchman #2 has started cutting the ropes that attach the netting to the car. One by one they let go as he cuts through them.

Cut to Vaughn racing through another car, presumably toward the baggage car.

Cut back to the man, still cutting ropes. Sydney slips a little farther as another rope lets go.

Cut to Vaughn, holding his side where the henchman punched him, but still running as fast as he can through the car.

Cut back to an external shot of Sydney hanging outside the train by the netting. Sydney looks down and sees they are going over a very deep ravine. Just then, Vaughn bursts into the baggage car. The henchman stops cutting the last rope and turns to fight Vaughn. They wrestle for a few moments before Vaughn finally shoves his attacker out the open door of the train into the ravine.

("Bad" by U2 begins to play and plays over the following scene.)

He rushes over to Sydney and pulls her back inside the train and into a desperate hug. Sydney hugs him back just as desperately before pulling back to study his face. Tears well in her eyes as she sees the love and worry clearly written on his face. He cradles her face with his hand and strokes it.

Cut to Sydney, wearing a tank top, lying on top of a shirtless Vaughn in bed and they are kissing passionately. Cut to another angle where you can see Vaughn's hands restlessly running along Sydney's back as they continue to kiss. Vaughn then rolls Sydney beneath him and the kissing continues. Their movements are heated, passionate, frantic, lustful...not the gentle lovemaking we saw in "A Free Agent". A closeup of their faces as they kiss and fondle each other melts into a quick montage of their union until it fades into one shot of Vaughn lying on top of Sydney, the sheet covering him up to his waist, heaving out a huge breath and lying his full weight on her as if were immediately post-climax. Cut to a close up of Sydney's face as she holds him close, running one hand through his hair and the other across his bare back as he cradles her face with one hand. Then Vaughn pulls away to lie down next to her on the bed. Sydney brushes the hair away from her face with one hand and gives Vaughn the smallest of tentative smiles. Cut to Vaughn, who is intently looking at Sydney as well. His expression is hard to read. Sydney reaches over tentatively and touches the cleft of Vaughn's chin and he turns his head slightly as if to shake it, almost as if he's partially regretting rushing things the way they did. Sydney turns her head and stares at the ceiling, as if wondering the same thing.


Cut to aerial scene of LA at night as Vaughn says:

Vaughn: Syd, before we left, Jack came to see me with a...message for you...

Cut to Sydney and Vaughn, still lying in Sydney's bed. Syd is wearing her tank top (still or again...not sure), Vaughn is still shirtless.

Vaughn: Your father wanted me to remind you that in Belarus we're not gonna have a tactical team.

Sydney looks away from Vaughn, clearly not wanting to deal with this issue right now. Vaughn half sits, leaning on his elbow as he speaks.

Vaughn: So why is your father speaking to you through me?

Sydney looks at him, but doesn't answer. Finally Vaughn nods slightly, and then says:

Vaughn: When I was in DC, I know you went to Wittenberg, and I know your father was there. What happened in Wittenberg?

Cut to flashback of Sydney extracting the file from vault #1062. She sits down at the table, pulls out a small black light and begins to read, crying as she reads the first, and then more and more pages. She hears a voice:

Jack: Sydney...

And looks up with tears in her eyes. Jack looms in the doorway; his face is tight, even perhaps menacing.

Jack: You were never supposed to have found this.

End flashback. Vaughn is still leaning over Sydney, waiting for an answer.

Vaughn (in the voice he always used to use when he was trying to get Sydney to talk about her problems with him...that soothing sort of voice): You wanna tell me what happened in Wittenberg?

Sydney slowly turns to face Vaughn. There is pain and just a twinge of stubbornness on her face.

Sydney: No...Actually, I don't.

Vaughn looks down, chastened, as if that admission hurt him. Sydney looks away also, as if it hurt her to say it. Then she gets up and walks out of the room, leaving Vaughn alone in bed.

Cut to a train rolling by in the train station.

Sloane: We now know the men on the train were working for Roman Vadik; CIA's 26th most wanted. Vadik's resume has him responsible for the Chun Hai blast in '86, Mats Hu in '89, over 12,000 dead total. Close, personal contacts of mine have confirmed Vadik's cooperation with known terrorist cells in planning a major attack within the next six months.

Sydney: Close, personal contacts?

Jack: The CIA wants Vadik.

Sloane: Yes, that's right.

Sydney: What's the move?

Sloane: Last year, a foreign agent working on infiltrating Vadik's operation made particularly good progress. She needs to be briefed. I'm sending you, Sydney. I'll give you the details in my office.

Sydney: Lucky me.

Cut to Jack entering his office and then looking through the window into Sloane's office where Sydney is.

Sloane: The agent working with Vadik's operation...was with Argentine intelligence.

Sydney: Your daughter?

Sloane: Your sister.

Sydney: If Nadia's the one with intel on Vadik, why not debrief her yourself?

Sloane looks down for a moment, as if unsettled before looking up and continuing.

Sloane: We went searching...Nadia and I for an artifact built by Rambaldi.

Sloane gets up and walks across the room, away from Sydney, and gets himself a glass of water.

Sloane: It's value immeasurable. And we found it. And we promptly handed it over to the US Government.

Sydney: That's how you got this position; you bought it.

Sloane: It turns out the pain that she felt as a result of her job was profound...something with which you're familiar.

Sydney: Ya think?

Sloane: I tried to convince her to stay, to transfer over to the CIA. I knew she would be of great value here...but she chose to leave intelligence...drop out.

Sydney: You sure she really left? Fake-quitting seems to be all the rage.

Sloane: She's out...she's back in Argentina. She wants nothing to do with me...or this life.

Sydney nods her head and a slight smile plays around the edges of her mouth.

Sloane: You're awful glib, Sydney.

Sloane takes a drink from his water glass.

Sydney: Nadia left you on bad terms.

Sloane: I suppose I have something to learn...about being a father.

Sydney: I can see why you don't want to go. That wasn't meant to be glib. I still don't know why you think she'll talk to me.

Sloane: Because I see in her something I once saw in you: the need to work for what's right. And because you know what it is to put aside personal issues, and that...that's a gift.

Sydney: It's not a gift. What's it's been is a necessity, and it's become a burden, and, quite frankly, something I've run out of patience for.

Sydney stalks out of Sloane's office.

Cut to Vaughn, taking intel out of a folder, as he turns from his desk, we hear:

Jack: Vaughn.

Vaughn turns to face Jack.

Jack: Before she goes, you might tell her that...

Vaughn (cutting Jack off): No, I'm not going to be a conduit to your daughter. I've tried that before; you can imagine how well that went over. And no, she didn't say anything, if that's what you're asking yourself. She hasn't said a word about what happened between the two of you...which gives me an idea of what that is. And Jack, I hope for Sydney's sake that I'm wrong.

Camera holds on Jack's face as Vaughn walks away.



Daytime. An outdoor beach restaurant near a pier. Sydney approaches spying Nadia across the way, standing leaning on a post, nursing a beer and talking with friends. Nadia looks Sydney's way and recognizes her. Sydney gives her a small smile in greeting. Nadia hands her beer off to a friend and approaches Sydney. They look at each other for a moment, and then Nadia smiles a big smile and gives Sydney a hug. When she pulls back, she says:

Nadia: I'm guessing this isn't a personal visit.

Sydney: No.

Cut to a distance shot of Sydney and Nadia alone on the pier talking, then close up on Nadia's face as Sydney says:

Sydney: Roman Vadik.

Nadia looks away.

Sydney: We need your help. Nadia, I need you to come back with me.

Nadia: No. Sydney...

Nadia pauses, then opens her wallet to show Sydney a picture of herself with man, both of them are smiling.

Nadia: He was a good friend; worked with me. Vadik killed him. Had his head shipped back to our office. But I'll give you what I have. No one deals with Vadik directly. Everyone goes through his lieutenant...You want to write this down?

Sydney: No, I've got it.

Nadia: Kazu Tamazaki. Considers himself a modern samarai. Arrested five years ago trying to rob the Hazunanga Asian museum in London. Escaped from police custody...among the least of the charges against him. I hope that helps.

Sydney: Men like Vadik, like Tamazaki...they need to be eliminated.

Nadia: I can't.

She looks down, and when she looks back up, there are tears in her eyes.

Nadia: I can't. You do understand.

Sydney: Yeah.

Cut to aerial view of LA at night. Sydney is in her kitchen, cooking at her stove. The doorbell rings and she goes to answer it. Thinking it's going to be Vaughn, she starts to say:

Sydney: I knew penne was...

But it's Jack.

Jack: This cannot continue.

Sydney turns and tries to slam the door in his face, but he pushes it open and walks in behind her.

Jack: A crucial assumption of our operational competance is communication!

He shuts the door behind himself and follows Sydney into the kitchen, hovering over her as she cuts vegetables and tries to ignore him.

Jack: Sydney...If we don't have that...every mission, the life of every operative could be at risk.

Sydney: I'm doing my job.

Jack: No, what you need to do is find a way to accept what's happened.

Sydney just shakes her head. Jack insists:

Jack: If you can deal with Arvin Sloane...

Sydney: I love that you knew that...that you approved it.

Jack: It may be hard for you to accept that your father doesn't have the authority to make all the decisions that...

Sydney (cutting him off): No, what's hard for me to accept are the decisions that you do make! What's hard is looking at you...

Sydney turns her back on Jack to go over to the fridge.

Sydney: ...walking past you, smelling that sickening cologne. What's hard is being your daughter...

Cut to Jack's face. This clearly wounds him and it shows...as much as Jack shows anything.

Sydney: ...and not being able to separate myself, as far as I may get, from the person I despise most.

Sydney goes to the silverware drawer and opens it noisily while Jack, in the foreground, reacts to Sydney's cutting words, his jaw working back and forth. Finally, he says:

Jack: You went to see Nadia. Did you tell her...what you know?

Sydney turns to look at her father. Hurt even deeper than before blossoms on her face before she clamps down on it. She sniffs in disbelief.

Sydney: I guess I thought...that maybe you'd come here...I don't know, to give me something...information...something that would help make sense of what I was afraid you'd become; but there's nothing you could say. Of course, you were only looking out for yourself.

Jack looks away, but doesn't answer.

Sydney: Is that what you think of me...as an operative? That I would reveal your secret to that poor girl?

Keys jangle in the front door lock as Vaughn enters, a grocery bag in hand. Sydney continues to glare at Jack, but he cannot meet her eyes. Finally, Jack looks at her and she whispers:

Sydney: I didn't tell Nadia a thing.

Vaughn walks into the kitchen and stops short when he sees Jack is there. Jack just turns and leaves, leaving Vaughn to stare after him as Sydney tries to go back to cutting her vegetables. Vaughn looks at Sydney for a long moment, who is concentrating on her cutting. Finally, Vaughn walks toward her and puts the bag on the counter. He just looks at her, and she abruptly puts down the knife and mumbles:

Sydney: Sorry...

And walks out of the room, leaving Vaughn to stare after her in concern and pain...pain that she's still not opening up to him and letting him in to help her.

Cut to Sydney sitting on the edge of her bed, just staring into space. Vaughn comes in and finds her there and lets out a long sigh. Sydney gives him a small repentant smile.

Vaughn: What's going on?

Sydney: It was Lauren who told me...

Vaughn (confused): What...

Sydney: Told me where to look. The safety deposit box in Wittenberg.

Cut to Vaughn's face as he registers this, then he moves to sit beside Sydney on the bed.

Sydney: How she knew, I don't know. I wasn't even going to go...I had no reason to believe anything that woman said. But the curiosity was just too strong.

Sydney starts to cry and wipes her hand across her mouth.

Sydney: I got there and...inside the box, there was a file...classified, highest level. My heart was pounding. (whispering) Like I knew somehow before I knew...

Vaughn (softly, concerned): What was it?

Sydney: Evidence. Evidence that my mother had been a security risk, which wasn't really news... It mentioned her history with the KGB, everything we knew. Then there was a page...an official request made by my father...asking for the authority to execute Irina Derevko; a request that was granted.

Cut to Vaughn's stunned reaction before he looks down at his lap.

Sydney: And he did it.

Sydney starts to break down.

Sydney (in a teary whisper): He killed her.

Vaughn takes this in and then turns toward Sydney, his face full of worry and concern for her, and puts his arm around her shoulder, pulling her toward him. She lets him.

Sydney (gasping): He killed my mother...

She lies down in Vaughn's lap while he holds her. She's crying, curled up in an almost fetal position. Vaughn looks off into space as if completely stunned and shocked. Sydney whispers:

Sydney: He did it, Vaughn...he killed her...he killed my mother...