03x10 - Remnants

(We see the ending of the last episode, with Sydney in memory regression with Brezzel. She walks through a corridor and comes to a door marked "47" -- as she walks through she looks stunned and only says, "Oh my God..." but we cannot see what she is looking at. Finally, the camera pans around and we see Will Tippin standing there, behind a kitchen counter holding a glass of orange juice. There is a box of cereal in front of him on the counter. Pan back to Sydney, who still looks shocked.)

SYDNEY: Will!? What are you... (her voice trails off)

(Cut back to Will, who just stares at her. He looks rather angry at her. Cut to Sydney who looks down at the cereal box in front of him. We see the front of the box, it reads, "St. Aidan flakes" and there is a picture of a smiling sun. The smiling sun then winks at her and we pan back to Syd's reaction. She looks puzzled and looks back to Will.)

SYDNEY: Will, what does this mean?

(Cut back to Will, who is still standing there, mute. We then cut back over to Sydney and we see white lights start flashing around her head. We hear a strange muffled yell and Syd looks pained. We then cut directly to Sydney waking up from memory regression. There are brainwave monitors on her forehead and she is wearing headphones. She wakes up gasping for breath, and we see Brezzel's hand administering something from a syringe into her arm. She is confused and looks over to Brezzel, Vaughn and Jack who are standing beside her.)

SYDNEY: What happened?!

VAUGHN: We're pulling you out...

BREZZEL: We gave you a shot of 10ccs of adrenaline...

SYDNEY: (breathing hard and looking frantic) Why?!

BREZZEL: To wake you up...

SYDNEY: No... I was...

JACK: (interrupting) Syndey, I'm not going to let this kill you!

SYDNEY: Dad, I have to go back! I saw something...

VAUGHN: You're just going to flat-line again! You are not going back!

(Brezzel is trying to examine Sydney, removing the headphones and monitors and flashing a small light in her eyes. Jack and Vaughn are standing beside her on the opposite side of the table. Everyone is talking quickly and the camera moves back and forth between them all as they speak.)

SYDNEY: (still lying down) I was in my old apartment... I was there with Will!

JACK: Did Will say anything?

BREZZEL: (under his breath) I don't understand this reaction...

SYDNEY: No, nothing... but there was something... (she sits up)

BREZZEL: The cocktail mixture really needs to be adjusted, you know... and... p... please don't do that... (holding up his hand to halt Vaughn)

(Vaughn helps Sydney down from the table and interrupts Brezzel as he speaks)

VAUGHN: We're outta here!

BREZZEL: Th... those are her...

VAUGHN: (interrupting) You're not going to put her through this again!

BREZZEL: (speaking quickly & mumbling) ... monitors... but I'm sure I can give her something...

SYDNEY: Will knows something... (speaking louder) Will knows something, dad!

(Cut to Jack, who looks concerned)

JACK: Alright Sydney, we'll contact the witness protection program (dials a number on his cellphone)

(Cut back to Sydney, who suddenly looks panicked again)

SYDNEY: Wait... no... dad!

(Cut to an airplane flying through the night sky. We then hear Sydney's voice and we cut to her inside the plane with Vaughn and Jack.)

SYDNEY: Pulling Will out of witness protection... could be dangerous to him.

JACK: I'm not suggesting we pull him out. I'm suggesting you simply contact him. He knew Allison, he was there the night you were abducted.

(Pan over to Vaughn, who is sitting opposite Sydney and Jack, listening to them talk and looking concerned and tense. Cut back to Sydney talking to Jack)

SYDNEY: You'd know if he knew anything. Will must've been debriefed by the CIA before he went into the program.

JACK: Not by you. You'll go see him, recount your dreams, see if we can get another clue to your missing time.

(Cut to Sydney, who is looking at the ground, obviously torn between wanting to protect Will and finding out what happened to her over those missing two years.)

JACK: Contacting Will puts him in no danger.

SYDNEY: Maybe not... I just don't want to pull him back into this. (she gazes out of the plane window)

JACK: Sydney, you have to do this.

(Sydney still looks unconvinced. Pan to Vaughn.)

VAUGHN: You look like you were struggling towards the end. What was happening?

SYDNEY: (not looking at him) While I was under... I... fought myself. (she looks to Jack and then to Vaughn) I killed myself...

(Vaughn looks uneasily at Sydney, and then looks to Jack, who is looking directly at Sydney. Jack looks up and exchanges a glance with Vaughn, then looks back at Syd)

SYDNEY: And I heard myself say that it was The Covenant that had me. And that it wasn't an accident that I don't remember...

JACK: Dr. Brezzel commented that based on the data he'd compiled, he believed the memory of your missing time has been... removed.

SYDNEY: (quietly) What...?

JACK: And that however your memories were extracted, the precision with which it was done indicates you may have been a willing participant.

(Cut to Sydney who looks over to Vaughn and then back to Jack, obviously confused)

SYDNEY: I don't understand...

VAUGHN: Yeah, neither did he. (shaking his head slightly)

(Sydney looks alarmed and curious.)

(Cut to next scene. We see an aerial view of Los Angeles during the day and then we move into an alley with a parked car at one end. There is an unknown man, dressed in a black trenchcoat standing in front of the car. We see another car pull up, and the camera pans back to the man in black. It is Sloane. He watches the car approach. The second car stops and we see two men get out. It is Jack and Vaughn, both looking very serious. The three stand together.)

JACK: Lindsey still biting?

SLOANE: Lindsey clearly has his suspicions, but his agreement to go along with the trade seems to confirm that he's accepted the idea that Sydney's being held by The Covenant. (Pause) Where is Sydney?

JACK: Pursuing another lead...

SLOANE: (nodding slightly) Result of meeting the doctor... then he was helpful?

(Cut to Vaughn, who speaks bitterly)

VAUGHN: Despite the fact that he almost killed her, yeah, the doctor was great.

(Sloane looks directly at Jack and doesn't respond to Vaughn.)

JACK: The NSC is expecting one more call from The Covenant to set up the time and place for the exchange.

(Cut to Sloane's expressionless face, still staring at Jack)

JACK: Sydney for the Rambaldi device...

SLOANE: And you want me to make the call, representing The Covenant?

JACK: Yes. We're heading back to the CIA to disabuse Lindsey of any suspicion that we've been in contact with Sydney. In the meantime, I've instructed Sydney to contact you when she's ready to return.

(Cut to Sloane. He nods slightly. Jack pauses and then looks at Vaughn, turns around and begins walking back to get in the car. Before Vaughn leaves, he addresses Sloane.)

VAUGHN: I just wanted to say, for the record, concerning this... exchange. Sydney's life is in your hands... if you betray her... I swear to you, no matter what it costs me, I will kill you.

SLOANE: (expressionless) No need to worry, Agent Vaughn... I love her, too.

(Cut back to Vaughn who looks slightly angered and guilty)


(We see a large building under construction, with girders and cranes and materials lying about. We hear jackhammers and we zoom onto one of the floors inside to see construction workers milling about.)

CONSTRUCTION WORKER: (talking to another construction worker who we cannot see) Jonah! Hey! C'mon, quit being management, will you? Let's go get a bite to eat.

(The camera pans around and we see that he is talking to Will.)

WILL: You know, I gotta finish this schedule by tomorrow. Where are you guys goin? Sampsons?

CONSTRUCTION WORKER: Yeah. I'll save a seat for you, but you know how the women get around me, right? (smiling)

WILL: (smiles back) Yeah, I do. Yeah. Probably no room for me!

(Will turns and sits down at a table, busying himself with some building plans)

CONSTRUCTION WORKER: (leaving) See you later...

(Will continues to work and the camera pans around to the opposite side of the room. We see Sydney, dressed in flannel, walking in. She looks nervous. She stops when he is finally in full view and gazes at him working. He doesn't look up. She finally works up the courage to speak to him.)


(We cut back to Will, who has stopped working but still hasn't looked up. He slowly turns his head and looks at her, he looks guarded. Cut back to Sydney, who is trying to hold back the tears.)

SYDNEY: I know... (shaking her head and speaking softly)

(Cut back to Will, who is incredulous. He stares at her and slowly stands up, never taking his eyes off her. He looks stunned and he begins walking towards her. Cut back to Syd)

SYDNEY: Listen...

WILL: (interrupting) You're dead...

SYDNEY: I want to tell you everything...

(Will swallows and continues to stare at her, not believing what he is seeing.)

SYDNEY: Is there somewhere we can talk?

WILL: (pause) Yeah... sure... lemme just go get my stuff.

(Will turns away from her as if to get some equipment. We see a very relieved Sydney smiling at him. Will leans over and reaches into a gym bag and her expressions changes to one of horror when she realizes he is grabbing a gun. He turns quickly, the gun pointed right at her.)

SYDNEY: Will... what the hell are you doing...?!

WILL: Sydney Bristow died in a fire two years ago...

SYDNEY: (talking over him) Will, I swear to you...

WILL: I know about Project Helix...!

SYDNEY: I swear to you...

WILL: (yelling) I know what you are!

SYDNEY: I'm not a double!

WILL: How the hell did you find me?!

SYDNEY: (speaking quickly) My father knows your case officer...

WILL: What's his name?!

SYDNEY: I dunno...

WILL: (yelling louder) What's my case officer's name?!

SYDNEY: Will, I don't know! I didn't talk to him...

WILL: Down on your knees! Get down on your knees!

(Dropping to her knees)

SYDNEY: Okay...!

(Will turns slightly and picks up his cellphone that is sitting on the table where he is working and begins to dial a number)

WILL: I'm gonna call Langley and tell 'em you're here...

SYDNEY: (now very desperate and pleading with him) Will, you can't do that! I'm a fugitive! That's part of what I'm telling you... if you make that call, you'll burn me!

WILL: (sarcastically) Oh, that's convenient.

SYDNEY: Wa... wait... okay, okay. Listen! Listen... when... when we thought you were a double, you told me to ask you something only Will would know.

(Cut to Will, who still has the gun pointed at her and has the phone up to his ear.)

SYDNEY: Ask me something! Ask me something obscure!

(Will closes the cellphone and puts it down. He is thinking...)

WILL: When I had my job interview for the newspaper, something happened to me that day. I told you about it... what was it?!

SYDNEY: Someone bumped into you in the elevator, they spilled coffee on your new, white shirt. You were freaked, but Lynn Fack said it made you look like a working reporting... she gave you the job!

(Cut back to Will who looks stunned. He slowly begins lowering the gun... Sydney then suddenly jumps up and whacks him a little, taking the gun from his hand. She stands up and points it at him. Will looks terrrified.)

SYDNEY: You know if I wanted to hurt you, I could. (Cut to a stunned Will and then back to Sydney, who speaks as though she is trying to hold back tears). You're my best friend... you're my oldest friend... I love you...

(Will stands there, looking confused and hurt. He looks to the gun, still pointed at him.)

WILL: Why're you aiming the gun at me...?

(Sydney immediately drops the gun and it looks like it finally sinks into Will's head that it is really Sydney.)

WILL: Oh my God...

(Syd rushes towards him and embraces him tightly. Will hugs her back closely -- he looks very happy and relieved and she cries on his shoulder.)

(Cut to a car driving through the rain. As the car passes, an unknown man walks behind it toward an unknown destination. We can only see the bottom half of the man. He reaches a parked car and knocks on the window. The man in the car rolls the electric window down... it is Lindsey. The unknown man walks around to the other side and gets in... we see it is Sloane.)

SLOANE: I've found a marksman.

LINDSEY: How much?

SLOANE: (flatly) 500,000. (He pulls a note out of his pocket and hands it to Lindsey) Wired to this account.

(Lindsey nods slightly)

LINDSEY: Done. (He looks out the window for a moment) There is no margin of error here. If Sydney Bristow somehow survives this, I will turn over the dossier of your extracurricular activities to the Justice Department.

(Cut to Sloane, who turns slightly to gaze at him, yet says nothing.)

(Commerical break)


(We see what appears to be some abandoned warehouses, and then we are cut to a shot of Dr. Brezzel sitting inside, typing away on a computer. We are back in Brezzel's lab. There is a loud knock at the door and Brezzel looks up, slightly surprised. He walks to the door and opens it, only to see Sark standing there.)

SARK: Dr. Brezzel...

BREZZEL: Yes...?

(Sark quickly points a gun at him and shoots him in the left leg. Brezzel yells and drops to the ground. Sark walks in.)

(Cut to outside view of small diner - we hear Will's voice and then we cut inside to see Sydney and Will sitting inside, eating some food and talking)

WILL: Considering everything, I suppose I was lucky... I woke up in the bathtub... place was on fire... I crawled out. A few days later I woke up in the hospital.

(Cut to Sydney's face, she is listening intently - then cut back to Will who continues recounting the story of how he survived and went into Witness Protection)

WILL: The fact that I wasn't actually dating Francie, that it was her double, I thought that was like the number one most insane story of all time. But... (shaking his head slightly) yours actually tops it... (grinning at Syndey)

SYDNEY: (looking very serious) She survived... (cut to Will, his smile quickly fades into a look of anger)

SYDNEY: Allison Doren... the woman you thought was Francie. She's working with a group called The Covenant. We think they're the one's responsible for kidnapping me... setting the fires...

(Will looks as though he is choked-up and struggling to contain his emotions)

WILL: You know... I uh... I've always thought of myself as a pacifist. The idea of taking someone's life is just... inconceivable.(slight pause) But if I had the chance to kill Allison...

(Cut back to Sydney who looks pained by Will's admission)

SYDNEY: (shaking her head) I never woulda come here if I didn't have to...

WILL: Are you kidding me? (smiling lovingly at Sydney) You're like the most beautiful thing I've ever seen...

(Cut back to Sydney, who is now smiling warmly back at Will)

SYDNEY: I went to see a doctor. He had this sort of dream-therapy he thought might help me remember what happened to me. I was hoping you could help me make sense of it... you were sitting in my old apartment, there's a box of cereal on the counter. The box had a name written on it... something I kept seeing in the dream. St. Aidan...

WILL: St. Aidan was a contact of mine... when I was an analyst at the agency.

(Cut to Sydney who looks shocked)

WILL: Yeah... St. Aidan was his codename.

SYDNEY: What was his real name?

WILL: I never knew it... yeah, a uhh... an arms-dealer put me in touch with him.

SYDNEY: Do you remember how to contact him?

WILL: Yeah. He would only meet with me... you know, I can go in there again...

SYDNEY: (interrupting) No...

WILL: ...I can go in there alone...

SYDNEY: (interrupting again) No... you're not...

WILL: ...yeah, well maybe I am. Assuming you can even get ahold of him, he would only meet in person...

SYDNEY: (interrupting again) I didn't come here to pull you back into this...

WILL: (talking over her) I spent the last two years of my life pretending to be somebody that I'm not...

SYDNEY: It's not your fault, I didn't see...

WILL: (cutting her off) You weren't sleeping with her...

(With this Sydney stops trying to talk Will out of it and just gazes at him.)

SYDNEY: When you made contact with St. Aidan, what was the protocol?

(Cut to new scene. We see Will entering a phone-booth and hear his voiceover, explaining the protocol to contact St. Aidan and actually doing what the voiceover says to do.)

WILL: I'd dial a number... an answering machine in Bucharest. When it picked up, I'd dial a confirmation code. I'd hang up and wait for him to call me back.

(The voiceover stops and we're with Will in the phone-booth. The phone rings and Will answers.)


WILL: If you can, we need to meet.

ST. AIDAN: (Russian accent coming through) Tuesday night, 11:00. Same location. (St. Aidan hangs up, Will hangs up, too.)

(Cut to new scene. A man is strapped down to a table -- as the camera pans from his feet up to his head, we see Sark standing next to him. It is Dr. Brezzel. There is an IV-drip next to Sark going into Brezzel's arm. Sark leans over him to speak, Brezzel looks disoriented and scared.)

SARK: Listen to me very carefully, doctor... I need to know what Sydney Bristow told you.

BREZZEL: (Speaking slowly and with much effort. His speech is slurred.) Ssss...Sydney...? Bbb...brunette...she was the brunette... (He mumbles the last few words very softly and seems to be falling asleep - Sark slaps him in the face and he cries out a little.)

SARK: Yes... she was the brunette. You helped her recover her memories. Tell me what she found.

BREZZEL: Uh... the... uh... the morphine was very good. (Sark reaches for the IV-drip and appears turn down the dosage of whatever he is giving Brezzel) Like the old days when I... oh no, don't, don't... turn it off...

SARK: Answer the question. Answer and then you'll get more.

(Cut back to Brezzel's pained face)

BREZZEL: She said she uh... she fought... herself. And that she... saw... uhh... her friend... Will.

SARK: She saw Will in her dream?

BREZZEL: Yes. The father... he said he would... call the um... call the witness... (Brezzel appears momentarily confused and then shakes his head slightly.) No... no... he'd call the Witness Protection...

(Cut to Sark's pleased face and slightly worried face)

BREZZEL: ...Division. Yeah... yeah...

SARK: Do you mean Tippin's still alive?

BREZZEL: Meaning... I really need some more morphine... I've earned it. Dontcha think...?

(Sark reaches over and turns the dosage up very high. Brezzel watches his hand and looks panicked...)

BREZZEL: Not so much! I could... (his face goes into shock and he quits speaking. He has obviously received a fatal dosage of morphine.) I could... uhh...

(Cut to Sark, who is now walking away to leave Brezzel die. Sark walks off and Brezzel continues to object, but it's too late. The camera pans to a monitor with Brezzel's face on it and we watch him draw his last breath.)

(Cut to aerial shot of LA in the daytime. Back at CIA we see Lindsey, Vaughn and Jack looking through some folders and talking. Vaughn and Jack are standing in front of a seated Lindsey, presenting him with findings on Sydney's "abduction.")

JACK: As you know, a number of the video cameras were shot out. Those that were functional provided us with only marginal images of the men who took Syndey.

VAUGHN: We ran the video through our database and came up with eight possible matches. Now two weeks ago, one of the suspects rented an A-Star helicopter from a dealer in Austin (he hands Lindsey a folder. Lindsey flips through it)

JACK: Where he also recently purchased a warehouse downtown... we went there, but the building was only being used for storage. Boxes of fishing equipment... it was a dead-end.

(Cut to Lindsey, who looks suspicious)

LINDSEY: Fishing equipment... (a little sarcastically) Nice detail...

(Camera pans back to Vaughn and Jack, who give each other a slight look. Jack reaches down and picks up an evidence baggie and hands it to Lindsey)

JACK: The bullets The Covenant used are untraceable. The manufacturer hasn't actually made these shells for 15 years.

(Cut to Lindsey, nonchalantly examining the bullet shells)

LINDSEY: Oh... I reread your file... (stands up and walks over to his desk) I forgot, you were captured by East German intelligence agents. 1982? Yeah, wasn't your fault, of course. (Sits down on the edge of his desk) They got a tip that the CIA was on their tail, but you were unprepared. (Jack and Vaughn are both standing in front of him now) No back-up, no resources. Still... you convinced them your name was Aiken Osterburg, a history professor from Sweden.

(Lindsey smiles sarcastically again)

LINDSEY: They held you for two weeks and they never identified you as American... that's uh... that's impressive.

(Cut to serious-faced Jack)

JACK: We are talking... about the fate of my daughter.

(Lindsey looks up at Jack, we see Vaughn shifting a little, looking uncomfortable. He looks to Jack. Jack and Lindsey stare at each other cooly.)

LINDSEY: Where do you think she is?

JACK: (shaking his head slightly) Don't... do this.

(Lindsey smiles smugly)

LINDSEY: Where do you think she...?

(Before he can finish, Jack slugs him hard in the face. Lindsey yells and Vaughn immediately rushes to Jack to stop him. Two security guards rush in and break it up, hauling Jack and Vaughn out of the office.)

VAUGHN: Jack... Jack!

LINDSEY: Get him outta here! Take em into custody now! (nursing his hurt lip and looking really angry)


(Cut to shot of a pier at night. Voiceover of Will talking to Sydney about St. Aidan impending arrival. The camera cuts to a shot of Syd and Will in an old warehouse preparing, Syd gives him a comm unit which he puts into his ear so she can monitor the conversation.)

WILL: If St. Aidan does show... what am I supposed to tell him?

SYDNEY: That you've just been given Code-Six clearance. That you want information about The Covenant. Last chance to bail out.

WILL: What, are you kidding me? I love this stuff.

(Will walks around the corner, leaving Sydney behind. She pulls out a hand-held monitoring device. She looks very concerned.)

(Cut to daytime back in LA.)

MARSHALL: (voiceover) Based on my analysis of the calls The Covenent made about the trading of the Rambaldi device for Sydney, sir...

(We see Marshall and Lindsey walking through the CIA building. Marshall has a folder in his hand.)

MARSHALL: Well... the voice-print analysis was unable to ID the voice, because whoever it was... they were using an anti-speech signal dramatization device...

LINDSEY: (cutting him off) So you're telling me you've got nothing? (they stop walking and face each other)

MARSHALL: Well... um... at the moment? Yeah, I uh... lack everything. Sir...

LINDSEY: (looking ticked off) So we've got no way to verify that it was actually The Covenant making the demand for the trade...?

MARSHALL: Well... you could say that the fact that we can't confirm it was them was confirmation that it was them... because it doesn't look like particularly stealthy Covenant behavior... uh... right (voice trailing off)

(Lindsey turns to walk away)

MARSHALL: Sir... Mr. Lindsey... one more thing... (Lindsey stops walking away and turns around to look at Marshall)

MARSHALL: Alright... um... Listen, I know I'm just the, you know, the tech-guy and I'm no one to you... Sydney Bristow... means a lot to me. I just wanted your opinion if she's gonna be alright...?

(Cut to Lindsey's face. He looks serious, yet slightly smug. He smiles slightly and looks to the ground, obviously acting the part of "concerned" colleague for Marshall.)

LINDSEY: I'm doing everything in my power to bring this to a safe and swift conclusion. You have my word.

MARSHALL: (looks relieved) Thank you... (Lindsey walks off)

(Cut to Will, still standing in the warehouse waiting for St. Aidan. He looks a little nervous and paces while he waits. Will checks his watch, it is 11:11.)

SYDNEY: (over the comm unit) Is he always this late?

WILL: We just might of gotten blown off...

(Cut to Sydney as she checks her watch. Then we hear a Russian voice coming through her comm unit and she looks up)

ST. AIDAN: Mr. Tippin...

(Cut back to Will, he turns around to face St. Aidan. The camera then goes back to Sydney who is watching Will through a small hand-held telescope. She pans her view over to St. Aidan... it is a white-haired gentleman, his hand is bandaged)

WILL: What happened to your hand?

(St. Aidan comes into full view now)

ST. AIDAN: Another time perhaps...

(Cut back to Sydney, still watching through her telescope. A look of recognition comes over her face... incredulously she says...)

SYDNEY: Oh my God... it's Lazarey...

(Cut back to Will, who is now speaking to Lazarey)

WILL: It's good to see you again. I wasn't sure you'd come.

(Cut back to Syd who is still watching them. We hear Lazarey's voice through the comm unit)

LAZAREY: I would not have come at all... except... money is something I could use.

(Cut back to Lazarey. He looks a little desperate as he talks to Will)

WILL: Well, uh, we'll see what we can do about that. You should know I've been given Code-Six clearance... and I need to know about The Covenant.

(Cut to Lazarey -- he looks surprised and a little frightened.)

LAZAREY: Why are you asking me about The Covenant...?

(Cut back to Syd listening through the comm unit)

WILL: I thought that you would...

LAZAREY: How do you think I even know anything about them?

(Cut back to Will & Lazarey)

WILL: Well... well, obviously you know something...

LAZAREY: I cannot talk about Covenant... (turns to walk away)

WILL: Wait a minute... excuse me... lives are at stake!

(Cut back to Syd listening through the comm unit - we see Lazarey through the lens as he turns to leave again)

LAZAREY: Yes, they are! We have nothing further to discuss...

SYDNEY: Tell him Julia Thorne sent you...

WILL: Julia Thorne sent me.

(With this, Lazarey stops walking, and he turns slowly to face Will. We go back to Syd listening through the comm unit)

LAZAREY: No... I don't believe you... (he starts walking away -- we cut back to Syd who gives Will more instructions)

SYDNEY: Yell out the name Lazarey!

WILL: Lazarey...? (he stops walking again)

SYDNEY: Tell him Julia told you his name. That she needs to see him, that she trusts him, but she's in danger...

WILL: It was Julia Thorne... (walking towards him) ...she told me your name.

(Lazarey turns to face Will again - he looks alarmed, but he listens to Will)

WILL: She needs to see you. She trusts you, but she's in danger...

(Lazarey begins walking slowly towards Will)

LAZAREY: Did they find it...?

(Cut to Will, who looks puzzled.)

SYDNEY: I don't know what he's talking about...

LAZAREY: Have they been to Gratz...?

(Cut to Will who looks like he's trying to figure out what to say.)

LAZAREY: (looks panicked) I need to know if...

(Suddenly, we hear screeching car tires. Lazarey and Will look towards the sound -- we see a silver VW van pull up quickly. Sark is in the front seat, he pulls out a tranquilizer gun and shoots Lazarey. As Lazarey falls to the ground, a yellow tranq-dart in his neck, we hear Sydney through the comm unit)

SYDNEY: Will, get outta there! He's after Lazarey!

(Sark jumps out of the van and Will runs away. We then see Sydney coming around the corner, gun drawn and shooting at Sark. He sees her and jumps behind the open door of the van)


(Syd continues shooting at him, but he evades her. Will successfully hides himself and begins running away. As he starts to run, a blue sedan pulls up in front of him at a rapid speed. He stops, but soon we see it is Sydney coming to his rescue.)

SYDNEY: Will! (Her gun is drawn right at Will - he suddenly drops to the ground and we see Sark directly behind him. Sydney shoots at him, narrowly missing him and Will manages to jump into the car and they get away. As they speed away into the night, we see Sark standing there watching them.)

(Commercial break)


(Cut to an outside shot of an old brick building at night. It looks like an old apartment complex. Inside we see Will and Sydney sitting at a table, discussing the meeting with Lazarey, drinking vodka and looking over documents together.)

SYDNEY: I can't make sense of it. I mean... how we got to Lazarey, what he meant... what The Covenant wants... But they don't kill Lazarey, they tranq him. They abduct him, they wanted him... Lazarey asked if "they got it." So whatever's going on, there's the thing...

WILL: Yeah... and there's someone else who's trying to find it. I mean, things don't really get any more vague than that, do they?

SYDNEY: It's Sloane... it's obviously Sloane.

WILL: (drink still in hand) Syd, you've been going over this since the beginning of time (making a hand gesture towards the documents in front of her on the table. Syd looks up at him)

WILL: You'll figure it out. (taking a huge swig of vodka)

SYDNEY: (going back to work) What makes you say that...?

WILL: Because you're you...

(Syd looks up at him and smiles slightly.)

(Cut to new scene - we see an aerial view of a silver bus speeding over a bridge. We cut to the inside of the bus, it is carrying Jack and Vaughn - both handcuffed.)

VAUGHN: Think that was the best move... punching Lindsey in the face?

JACK: Based on the comments he was making, it was obvious that you and I were going to end up here no matter what we did. Whether I hit him or not... I wasn't about to pass up the opportunity.

VAUGHN: (looking down at the floor and shaking his head slightly) We shouldn't have let Sydney go...

JACK: Vaughn...


JACK: Sydney can no longer be your primary concern.

VAUGHN: What the hell's that supposed to mean?

JACK: I didn't bring his up to start a petty fight. The fact is, you and I have something in common. We've both suffered through the death of the woman we love, only to discover she was still alive. I know it's hard, but this isn't about you... and I will not allow my daughter to become your mistress.

(Vaughn looks up at Jack when he says this with a look of surprise, anger and guilt written on his face.)

VAUGHN: If that's where you think my concern for Sydney is headed, then you are even more cynical than I thought.

JACK: If lightning strikes, Mr. Vaughn, and you and I get to walk free again... if you care about my daughter as you claim to... then push her away. Be cruel if you have to... make her despise you! Because your kindness tortures her... I can see it... what it does to her. And I won't have it...

(Vaughn has a look of guilt and sadness as he looks to the ground again, unable to respond to Jack.)

(We then cut back to Will and Sydney who are still at the safehouse. They have obviously forgotten about the work ahead of them and continued to drink vodka. They are both on the floor, with Will leaning against the bed and Sydney is lying down with her head in his lap. He has a vodka bottle in his hand and she is drinking from a glass. The mood has definitely lightened.)

WILL: You... and Vaughn's wife work together... okay, now how the hell did that happen...?

SYDNEY: Let's talk about you... beautiful painter lives in your building, and you haven't asked her out... why?

WILL: Because Jonah's uh... recovering from a post-tramatic dating syndrome. After his last girlfriend dumped by ramming a bayonet into his lungs.

SYDNEY: Hmmm...

WILL: Let's go back to you... okay, you and Vaughn's wife...

SYDNEY: Yeah... I hate her. I mean, I don't... she's nice...

WILL: Yeah...

SYDNEY: Yeah... (they both laugh at each other's miseries)

(Cut back to Sydney's face, looking more serious)

SYDNEY: But not because of her... (he looks down at her, concerned) It's just... I still love him...

(Pan back up to Will's face, he shakes his head a little)

WILL: (whispering) God... That sucks...

(Sydney sits up and moves in closer to Will)

SYDNEY: You know, Will... considering everything I think I'm pretty normal...

(Her face changes and it looks as though she is about to cry, but she laughs it off a little)

SYDNEY: I'm emotional... you try to be honest, but I've... I've never been a depressed person. (holding back tears again) Until now...

(Will looks very concerned for her)

WILL: I get it...

SYDNEY: I mean, nothing has felt the same this year, and it's... it's... not just Vaughn... it's... you... and Francie (she begins to cry a little at the mention of Francie)

SYDNEY: I dunno...

WILL: What...?

(She looks directly into his eyes)

SYDNEY: I'm just alone.

(Sydney begins crying more, and Will leans in to comfort her. He kisses her on the forehead and pulls her into his arms. She begins crying on her shoulder and he sooths her)

WILL: It's okay, it's okay...

(Sydney holds him tighter and nuzzles her face into his neck. With this, her face leans into his and he begins kissing her full on the lips. As they kiss passionately, the scene cuts fades out)


(Cut to a daytime scene, with a beautiful fountain and lush green grass. There is large brick building behind the fountain, which looks kind of a like some sort of university building. We cut to a black metal bench, there is a newspaper on the bench and a man is picking it up. As the camera pans up, we see a young dark haired man. The camera widens and we see Sloane sitting next to him.)

SLOANE: Your target is a government employee...

(The camera pans to show them both sitting there, appearing like they don't know one another. Sloane is gazing forward and the dark-haired assassin pretends to read the newspaper)

ASSASSIN: When and where?

SLOANE: When I know, you'll know.

ASSASSIN: And just when I was beginning to believe the glowing press about you being such a... humanitarian.

(Expressionless, Sloane turns to face him)

SLOANE: You're a smarter man than that... (he stands up and walks away)


(Cut to a night-time scene. We see some large buildings behind a small bridge on the water. Cut to inside, where we see Lazarey constrained in a chair. There is a large man guarding the door. The door swings open and Sark enters. There is a small table next to Lazarey with some sort of instrument on it. Sark motions to the guard and the guard leaves. Lazarey just watches Sark, who walks over to him and sits next to him.)

LAZAREY: Who are you...?

SARK: (slight pause) You abandoned me as a child... the vague memory I have of you, you were physically abusive.

(Lazarey looks mildly shocked, but doesn't respond.)

SARK: Later in life, you left me 800 million dollars, should I go on...

(Cut to Lazarey, who still looks as though he is unable to speak)

SARK: (sarcastically) Hello... daddy...

LAZAREY: (looking him squarely in the eyes) You were not grateful...? Your inheritance was not enough?

SARK: I know the truth, and therefore I show no remorse seeing you like this...

LAZAREY: I was an aparachick by profession, but a Romanov by blood. So are you... in part, that's why I staged my death... to give you the inheritance that is rightfully yours.

SARK: That's wonderful spin... you should know that the inheritance that you'd hoped would buy back my affection now finances my employer... The Covenant.

LAZAREY: (surprised) Julian... The Covenant... they are... true evil...

SARK: (ignoring him) The man you were meeting with... I want to know exactly what you said to him. Every word.

LAZAREY: (disgusted) Hrmpf... pathetic... (looks away from Sark)

(Cut back to Sark who looks cooly angered. He pauses to watch Lazarey and after a few seconds, he turns to look down at the table next to Lazarey's chair. The camera pans down and we see a mini blowtorch, which Sark picks up and turns on. Lazarey turns to look him.)

SARK: I'll give you a moment... (he holds the flame in front of Lazarey) ...to remember exactly what you said.

(Lazarey can't take his eyes off the blue flame. He doesn't answer, and Sark stands up and approaches.)

SARK: I'll ask you one more time... what exactly did you tell the man you were meeting with?

LAZAREY: You wouldn't do something like this... not to your own father...

(We then see the blue flame move in towards Lazarey's face. The camera cuts to Sark smirking sadistically and we hear Lazarey's screams...)

(Cut back to the safehouse. We see Will & Sydney inside... in bed! They are lying there, looking up at the ceiling. Suddenly Sydney looks up, as though she has remembered something.)

SYDNEY: (whispering) Oh my God...

WILL: I know, it's weird... I've been waiting to do that for like eight years...

SYDNEY: No... what you said before (sitting up in bed) ...about me being me...

WILL: I don't remember...

(She hops out of bed and begins to dress)

SYDNEY: Lazarey asked if "they have it" -- have they been to Gratz... whatever it was that was hidden, whatever he was talking about... I obviously had it... I must've had it in Gratz...

(She sits at the table and opens her laptop)

SYDNEY: Whatever I did, if it was me, the choices I made were my choices.

WILL: Oh... so if you had something to hide today, where would you hide it?

SYDNEY: Exactly.

WILL: Uh, well that depends on what it is, what the contents is...

SYDNEY: Assume for a second that it's... information... data... video... something that can be stored.

WILL: Well if it's something small, it can be hidden anywhere.

(Sydney is typing away on her laptop, Will is still in bed)

SYDNEY: Somewhere safe...

WILL: Well, when Lazarey spoke, it didn't sound like it was someplace protected...

(Sydney has on-screen a listing of banks in Gratz. She looks down the list)

SYDNEY: I know, that's why I'm thinking bank or hotel safety deposit box... (she types in keywords "List of Hotels" and a list comes up)

WILL: Well, how come?

SYDNEY: Because that's where I'd put it... (she looks down at the list of hotels on her laptop) Where would I hide something...?

(She sees a hotel named "Das Hotel Verlustzeit" and she clicks on it)

SYDNEY: Wait a second...

(A website for Das Verlustzeit Hotel pops up on her laptop.)

WILL: What...?

SYDNEY: Hotel Verlustzeit... (she continues to read the website)

(Cut to new scene - we see Allison leaning against a wall, smoking a cigarette and looking bored. We hear a door open and close, and we see Sark walking from behind her, cleaning his hands off with a towel. As he walks past her, he says...)

SARK: We're going to Gratz. Hotel Verlustzeit.

(She throws her cigarette on the ground and follows Sark out.)

(Commerical break)


(Aerial view of a German castle-looking building - it is the hotel. In the lobby we see lots of young, hip, beautiful people milling about. There is a guy sitting on a couch with a guitar, and as the camera pans around, we see Sydney and Will. Sydney has a short fuchsia and black dress on, with a matching fuzzy coat and black sunglasses. She has a short black wig that flips out and the ends are tipped in fuchsia also. Will is wearing all black -- a leather jacket, a black stetson hat and sunglasses. He is carrying a guitar case, and is drinking a bottled beer. As they pass one of the hotel workers, he hands him the empty bottle. They arrogantly walk to the front desk.)

FRONT DESK CLERK: Allo! Checking in?

WILL: Yeah, of course (in British accent and looking bored) I'm here... she's here... we made it...

(The front desk clerk pauses and looks at them both)

FRONT DESK CLERK: And you are...?

SYDNEY: We're the next big thing (also with a British accent)...

(Will gives the clerk a cocky smile. We then cut to Syd and Will entering their hotel room.)

BELLHOP: This way please... this is one of our finest suites...

WILL: Yeah, yeah... (mumbling) it's all fine, we're fine...

BELLHOP: The bar is um... over there (points) and the gym is on the sixth floor, open 24 hours. Of course you have a balcony...

(Syd and Will have thrown their stuff on the floor, and Syd has gotten on the bed and start dancing. Will plops down on the coach in front of the bed as the bellhop continues to speak)

BELLHOP: Um... fantastic view... (looking at Sydney) ... that should be it... Is there anything else I can get for you?

(Sydney flops down on the bed)

WILL: Yeah, thank you for asking... you're a lovely little man, isn't he... (points behind him to Syd)

BELLHOP: Thank you...

WILL: Yeah... sweetheart, um... two bottles?

SYDNEY: Of what...?

WILL: Champagne... four... two... two bottles?

SYDNEY: One's good.

WILL: Right... right... (he stands up and walks to the bellhop - he throws his arms over the much-shorter bellhop)

WILL: (speaking quieter, to the bellhop) We're gonna get four bottles of champagne, okay? And I'm going to tip you like I ordered five.

BELLHOP: Yes, sir.

WILL: You know what I mean?

BELLHOP: Yes, sir.

WILL: You do, you cheeky little b*st*rd...

(Sydney hops up out of bed and Will escorts the bellhop to the door)

WILL: Cheers.

(The bellhop leaves and Syd gives Will a funny look and walks to the door to peer out. When she gets to the door she shoots him a smile.)

WILL: What...? What...? C'mon, if we're gonna do this, we gotta, you know, be legit about it.

(She hangs to the "Do not disturb" sign on the door)

SYDNEY: It's a little over-the-top...

WILL: Over-the-top? I'm wearing seat-covering, there is no "over-the-top." Plus, I like champagne!

(We see Will opening the guitar case. He removes the guitar to reveal Syd's laptop and some hacking devices)

WILL: You keep forgetting, I live in Wisconsin now... I'm not squandering this...

(Sydney grabs some hacking device from the guitar case, and picks up the television remote from the table. As she hands the remote to Will, she plugs the device into the back of the tv)

SYDNEY: Pull up the on-screen check-out...

(The television comes on with the check-out menu. Will uses the remote to select the check out options. Sydney jiggles something behind the television and Will boots up the laptop)

WILL: You have to admit, my accent was pretty good. It was like... early Stones...

SYDNEY: I thought it was Australian... (smiling)

WILL: (chuckling) Shut up... I was like... (in his fake British accent) "yeah, I'm here, she's here, we made it." Okay, that's good. (laughing as he recounts their check-in and still speaking with a fake British accent) "Take a look at it... right, that's a love, carry on..."

SYDNEY: (Sitting down to work) Let's get past these firewalls...

(Will takes off his sunglasses and gets more serious.)

SYDNEY: See if I was ever here... (looking up at the television screen)

SYDNEY: Okay, we're in the system.

WILL: Alright, what're we lookin' for?

SYDNEY: Long-term storage contracts. The names of people who have things in safety deposit boxes, for example.

(Names start popping up on screen, we move down the names until we see... Julia Thorne! Both she and Will look shocked.)

WILL: Unbelievable...

(We see Julia's name and a box number -- 023)

SYDNEY: Box 23. Let's see if they have a floorplan online...

WILL: What if they don't?

(Floorplan pops up on screen)

SYDNEY: Think positively.

(Will looks at her in awe.)

SYDNEY: Here we go... sub-basement. Just past the northeast corridor...

WILL: What about security? (He hops up and grabs something out of the guitar case, Syd is busy studying the floorplan and doesn't even notice)

SYDNEY: I'm almost done looping the surveillance cameras... Let's move!

(They leave the room and start walking down the hall, carefully checking around the corners. They come to a locked green door with a security number-pad - Will applies a hacking device to crack the code and the door opens seconds later. They walk into the sub-basement containing rows & rows of safety deposit boxes. They stop at box 23 and Sydney takes a tube of lipstick from her purse.)

WILL: I see, now you're primping...

SYDNEY: Not exactly...

(She takes the lipstick and draws a large square covering box 23. She then removes a small bottle and begins spraying the lipstick sqaure she just drew with something)

SYDNEY: Stand back...

(The lipstick square begins sizzling and suddenly it catches fire. It melts right through the metal and Sydney opens the box. Inside there is a small, six-sided metal box.

WILL: What is that?

(As Sydney reaches for the cube, it moves away from her. She looks momentarily puzzled until she realized the other end of the safety deposit box is also open and a magnet is pulling the cube away from her. As the cube clinks to the magnet, we see a hand reach in and remove the cube. Syd & Will look stunned, and we then see Sark's face peering at them from the other end, smirking. Sark winks at Sydney.)

SYDNEY: Sark's got it...! (they turn to run)

(They rush back through the green door and look down the hallway, trying to figure out the best way to pursue Sark. Will moves to one side of the hall and begins to walk away from her)


SYDNEY: Will you can't, you're not trained!

(Will draws a gun and runs the opposite direction, ignoring Sydney)


(Sydney runs the opposite direction, hoping to cut Sark off. We cut to Will, who is half-running down the hallwas, holding the gun pointed down towards the ground. As he passes by a doorway, a supply-cart comes gets shoved out in front of him, Will flips over the top of the car and falls to the ground, dropping his gun. He reaches over for the gun, but someone kicks it out of his reach... the camera pans up and we see it is Allison.)

ALLISON: I guess we have unfinished business...

(She kicks him in the stomach while he is still on the ground. We then cut to Sark who is running down a different hallway, trying to escape with the cube. In hot pursuit is Sydney. We cut back to Allison and Will who are in the midst of a fist-fight. Somehow, Will has learned some martial arts moves and is keeping his own with Allison. He kicks her backwards and stuns her, flipping her around backwards. Out of his view, she pulls a knife out and begins lunging at him. Cut back to Sark still running from Syd, she is closing in on him. As he reaches the door at the end of the hallway, she catches up to him and kicks him in the back, sending him headlong through the door and onto the ground. He drops the cube and it clinks to the ground. Sydney peers down at him and as he tries to crawl towards the cube to grab it, she kicks him violently in the face, flinging him back to the ground. We then cut back to Allison and Will -- she kicks him backwards, but he jumps up and rips a long rectangular light from the ceiling and flings it back on her, sending her reeling backwards. He rushes towards her, and pins her against a wall, the knife still drawn between them. They struggle, both staring into each other's eyes with looks of utter hatred and anger.)

WILL: This is for Francie...

(Allison looks very ticked off and Will stabs her in the chest. She looks shocked, and as she slides down the wall, he steps backwards and lets her drop. Cut back to Sydney picking up the cube and examining it curiously for a moment. She begins running down the hallway again, and as the camera pans up, we see Sark unconscious on the floor behind her. Cut back to Will, who is bloodied and out of breath, still staring down at Allison. Sydney comes up behind him, she sees Allison's lifeless body on the floor.)

SYDNEY: (out of breath) Will... Will!

(He turns to face her, he looks angry)

SYDNEY: We gotta get outta here!

(He looks back down at Allison for a second and then turns to leave. We hear him drop the knife and the two of them run out together. As he passes by his gun, he picks it up and they escape. Fade to black.)

(Cut to Sloane with an earpiece in his ear. We hear Sydney's talking to him. He is drinking a glass a red wine.)

SYDNEY: (through earpiece) Set the time and place with Lindsey, I'm ready to be traded back.

SLOANE: Sydney... Lindsey has taken your father and Vaughn into custody.

(Cut to Sydney. It is night-time and she in traveling in a car, talking into a cellphone. She looks over to Will as he drives and Sloane continues)

SLOANE: Dixon's in custody, as well. But we need to proceed with this trade as planned so that Lindsey believes you were being held by The Covenant. The Rambaldi device is being delivered in San Pedro. They've hired a team to pick it up that'll appear to be working for The Covenant... as soon as they've left the area... you're to drive yourself to Lindsey...

SYDNEY: (looking agitated) You are never ending up with the Rambaldi device. I want it put inside the van and taken directly to the parking lot at Hill Street and 9th... I want the van to remain visible at all times, no one is to enter or exit the vehicle...

(Cut back to Sloane, who is swirling the wine around in its glass)

SLOANE: Sydney... you have my word.

SYDNEY: That's a relief.

(Cut to CIA building where we see Weiss walking into the rotunda. His cellphone rings and he grabs it from his breast-pocket to answer.)

WEISS: (answering) Weiss.

SYDNEY: Listen very carefully, I need a favor.

WEISS: (looks around to make sure he can't be overheard and speaking quietly into his phone) Where are you?

SYDNEY: Just listen to me and tell no one about this call. The Rambaldi device is being traded to The Covenant... it's actually going to Sloane... he needs to be watched from the moment he gets the device. Grab the feed from the satellite that has a view of the trade... track their van. Any suspicious stops, anyone gets on or off, have a team standing by to bring them in.

WEISS: Alright... I got it. Whatever the hell you're up to... good luck. (he closes his phone - fade to black)


(Aerial view of the city during the day. Cut to a pier, it looks like the same pier Sydney drove off of in episode 1x17. There is a black sedan and two men standing outside of it. The driver's side car door opens and Lindsey steps out. Lindsey pulls out a walkie-talkie)

LINDSEY: (into the walkie-talkie) Status?

VOICE: The Covenants representatives have taken possession of the Rambaldi device.

(Cut to scene with two men loading a small wooden crate onto the back of a truck. Cut back to Weiss back at CIA monitoring the device via a satellite feed. He has an earpiece in.)

WEISS: Syd, I'm tracking the van, the package is inside.

SYDNEY: Copy that. (Cut to Sydney sitting in the front of a parked car, talking into a walkie-talkie) You'll follow the van to the rendezvous point, anything unusual you'll let me know.

WEISS: Roger that.

SYDNEY: I'm heading towards Lindsey, wish me luck.

(Cut back to Lindsey.)

VOICE: Sir, we have a twenty on Agent Bristow, she's approaching the dock.

(Sydney's car pulls up and she gets out. As she walks towards Lindsey, the camera pans up to a large ship in the water behind her. We see a sniper's rifle and the camera cuts in to the dark-haired assassin Sloane met with earlier. Sydney is in the cross-hairs. )

AGENT NEXT TO LINDSEY: (into walkie-talkie) Bristow has arrived.

(She approaches Lindsey and she in within a few feet of him.)

LINDSEY: (fake smile) On behalf of the U.S. government, I wanna say... how relieved I am at your safe return.

(Cut back to the assassin who is readying himself to pull the trigger. Sydney looks to Lindsey's chest and sees a red-laser dot right over his heart... he looks down and Sydney turns to yell, but before she can do anything a shot rings out and Lindsey falls to the ground. The surrounding agents duck behind the car and draw their weapons, but it is too late. Lindsey is dead.)

(Cut to the truck carrying the Rambaldi device. Two men are standing outside the truck and a car pulls up. When the camera turns to face the men, we see that one of them is Sloane. As the car comes to a stop, he approaches. Sydney gets out of the car and rushes towards him, she looks perturbed.)

SYDNEY: You murdered Robert Lindsey.

SLOANE: I think you already know my response...

SYDNEY: Lemme guess, you don't know what I'm talking about...

SLOANE: (shaking his head) Not a word.

(Sydney walks past him to wooden crate containing the Rambaldi device. She opens the crate to reveal some rusted and worthless metal parts. She holds up one of the pieces and turns to face Sloane with an accusatory look on her face.)

SLOANE: I did everything you asked. I followed your protocol precisely.

(She tosses the part back into the crate)

SYDNEY: This was your endgame the whole time...

SLOANE: Now you can go on blaming me if you like... or you can accept the truth...

SYDNEY: Which is what?

SLOANE: The deceiver was Lindsey... not me. His team might've thought so, but apparently Lindsey never gave us the Rambaldi device. It was a set-up.

(Sydney approaches Sloane so that she is standing just a couple feet from him)

SYDNEY: I don't know how you did this... but you're not gonna get away with it.

SLOANE: I don't know what you're talking about...

(Cut to Sydney who is simply staring at him with hate in her eyes and then back to Sloane who is looking quite innocent.)

(Cut back to CIA building where Sydney is walking. As she rounds a corner, she sees Dixon standing there talking to someone. She turns and continues to walk until she comes upon Vaughn and Jack at a computer.)

SYDNEY: It seems like everything is falling back into place. (She looks down at Vaughn) Thank you... by the way. For everything...

(He looks up at her as if tongue-tied.)

VAUGHN: (Nodding slightly) Yeah... (he looks uncomfortable, and quickly stands up) I gotta go... I'm meeting Lauren. (He leaves and Syd watches him walk away. Jack's eyes follow him as he goes.)

(Cut to shot of the cube -- now open. Marshall is pulling something out of it with tongs.)

MARSHALL: I'm not exactly sure what this means... (he pulls out a small vial containing some redish/brown liquid and holds it up in front of Sydney and Jack)

SYDNEY: What is that...?

MARSHALL: What was inside the box. It's human tissue... vital, still active. (The camera zooms in to a small piece of tissue in the bottom of the vial)

MARSHALL: Oh, and uh... there was a name, etched in the side of the box. (Puts the tissue down and picks up the cube).

MARSHALL: Milo Rambaldi...

(Cut to Jack's surprised look and Sydney's look of curiosity. The camera then cuts to Will being escorted by an agent out of the building. As he turns a corner, we hear Sydney behind him.)

SYDNEY: Will... (he stops and turns around. He approaches her and the escort stays behind so they can have a private goodbye.)

SYDNEY: I've been looking for you. You feelin' alright?

WILL: Yeah... (nodding)

(Sydney watches his reactions and imitates his slight nod)

WILL: Seeing Allison again... killing her... I musta dreamed about it I dunno how many times... When you told me that she was still alive, I thought if I had the chance, then ending life would be satisfying. You know, there'd be closure. Cathartic. But it's just as empty as the dreams... it's horrible... there's no... satisfaction... there's nothing.

SYDNEY: I know they talked to you. Now that The Covenant knows you're still alive... you might want to move again. Maybe somewhere out of the country...

WILL: Nah... I'm not going to run anymore. I'm gonna stay in Wisconsin. I dunno what I'll do when I get back, maybe I'll ask out that painter. (they look into each others eyes) We're gonna see each other again...

(Sydney smiles warmly and reaches up to hug Will tightly.)

WILL: Love you (pulling away from her and smiling)

SYDNEY: You too (smiling back)

(He turns to walk away back towards the escort waiting for him.)

SYDNEY: Will...

WILL: Yeah...

SYDNEY: We never talked about that...

WILL: Yeah. I kinda like that. (smiling)

(Will begins walking out, but before he goes he turns to take on last look at Sydney. She looks honestly happy as she watchces him leave.)