Regular Cast
Jennifer Garner - Sydney Anne Bristow
Victor Garber - Jonathan 'Jack' Donahue Bristow
Ron Rifkin - Arvin Sloane
Michael Vartan - Michael C. Vaughn
Carl Lumbly - Marcus R. Dixon
Kevin Weisman - Marshall J. Flinkman
Greg Grunberg - Eric Weiss (Seasons 1 - 4)
Mia Maestro - Nadia Santos (Season 4)
Élodie Bouchez - Renée Rienne (Season 5)
Balthazar Getty - Thomas Grace (Season 5)
Rachel Nichols - Rachel Gibson (Season 5)

Season Three

1. Profit Five
   Sydney regains consciousness after the car crash and instinctively suspects the motives of the paramedics. When a man tries to inject her with a tranquilizer, she swipes his hand away and eludes the other "medics." Hiding in a cornfield, she sees Vaughn airlifted by an unmarked helicopter.
   
   Later, as doctors evaluate Syd, she meets Gordon Dean from the Office of Special Investigations, who grills her about Vaughn's whereabouts and activities. Jack explains that Vaughn is a suspected double agent, and the car crash was actually an extraction.
   
   A bloodied Vaughn, referred to as Mr. Michaux, is given a strip of paper with coded numbers. When Vaughn denies knowing anything about the cryptic sheet, a man named Curtis threatens to cut "the girl's finger off." Vaughn agrees to cooperate and asks for a pencil.
   
   Before Vaughn can writer, however, he asks to have his dislocated shoulder popped into place. When Curtis accommodates him, he punches Curtis and makes his escape. He contacts Sydney and asks her to trust him -- and to bring his father's watch when they rendezvous.
   
   At APO Dixon tells a troubled Syd to give Vaughn the benefit of the doubt - as Dixon did for her years ago when he first realized that they worked for SD-6. Meanwhile, Gordon Dean instructs Marshall to pull Vaughn's files.
   
   When Sydney arrives in Rome, Vaughn explains that his real name is Andre Michaux and his father was a mathematician involved with a top-secret project called "Prophet Five." He gleaned this info seven years ago from a woman named Renee Rienne and has been working with her since.
   
   They meet James Lehman, a friend of Vaughn's father. Lehman explains that brilliant scientists and linguists were recruited for Prophet Five in the 70's and were asked to break the code of a 500 year-old document on advanced genetics. After this group succeeded, its members were systematically murdered. As precaution, Vaughn's father changed his identity, as did Lehman. He warns that the murderers are relentless. He tells them the location of a book containing more Prophet Five intel.
   In Cape Town, South Africa, Sydney and Vaughn, posing as a French couple attending a party at a mansion, try unsuccessfully to steal the book from the home's vault. As they run towards a cliff, Sydney receives a phone call from her doctor, who tells her that she's pregnant. Sydney shares the good news with Vaughn, who has a muted reaction. They jump.
   
   Meanwhile, Sloane combs through medical journals in jail, desperately trying to find a cure for Nadia, who is still in a coma after being subjected to Rambaldi's device. He denies knowing anything about Vaughn's treachery to Jack, but says that Renee Rienne, an ex-CIA agent, could be a possible lead.
   
   As Sydney and Vaughn sit in a car waiting for Lehman, they talk about her pregnancy. Vaughn says his initial hesitation was because of the complicated world they live in, but he can't wait to be a father. Seeing Lehman in the distance, Vaughn jumps out. Suddenly another car drives by -- Gordon Dean steps out and fires at Lehman and Vaughn. They drop in a hail of bullets.
   
   Waiting in the ICU, Syd tells Jack she's going to stand by Vaughn. As Jack reprimands her, Sydney reveals her pregnancy. Jack softens. Later, he goes to APO and instructs the team to research Prophet Five and retrieve the records in Cape Town.
   
   Later, as Syd watches over Vaughn, he flat-lines. Syd is frantic as the doctors work on him to no avail. He slips away.
   
   After Vaughn's funeral, Syd travels to shady London bar, where she speaks to the bartender. After an initial denial, the bartender admits she's Renee Rienne.
    
2. ...1...
   At the seedy London bar, Renee tells Sydney that the people who killed Vaughn own the bar that she is working in, and they have an Operations Center downstairs. Renee adds that since Sydney had blown Renee's cover by being there, she might as well get what data she can from the servers below. Sydney insisted on joining her.
   
   Sydney and Renee breach the underground Communications Center. They battle with the guards in an unsuccessful attempt to recover data from the self-destructing computers. Sydney grabs a video surveillance hard drive behind a panel and they escape. In spite of Renee's hesitation, Sydney convinces her to accept a phone so they can be in touch. Syd the goes to Marshall to help her gather intel from the hard drive they had stolen.
   
   Syd meets with her obstetrician for her first ultrasound. Sydney sees her baby for the first time and gets emotional, especially after realizing that she is on her own.
   
   In the APO office, the team watches video footage that includes Ivan Curtis, the man who killed Vaughn. Jack explains that Curtis was recorded as dead three years ago, contradicting the date on the video. Jack concludes that Curtis and Dean have access to high-level resources.
   
   Later, Sydney calls Marshall to zoom in on a video footage of Curtis dialing a number in his phone. They find out that Curtis was setting up a meeting with Heinrich Roemer, regarding a package. Syd visits Sloane in his jail cell, and asks for Roemer's location since SD-6 worked with Roemer in the past. When Sloane advises her not to act out of revenge, Sydney points out that what she is doing is for her safety and her baby's.
   
   In Amsterdam, Dixon and Weiss meet with Roemer for a "business deal." With Sydney on video surveillance, Dixon plants cameras in the building. Suddenly, Sydney sees Curtis emerge from a car that just arrived at the facility.
   Roemer leaves Weiss to meet with Curtis in another room. Curtis shoots Roemer and leaves with the package. Hearing the gun shots, Weiss defends himself when the guard attacks. Dixon runs to Weiss' aid, and Sydney gets into Curtis' car. Curtis finds Syd is waiting for him, with a gun pointed at his head.
   
   At a CIA safe house, Dixon and Sydney interrogate a tight-lipped Curtis. In another room, the team consults with Marshall, who warns that the Nuridium that Curtis already possesses in addition to what they recovered, can create an explosion 50 times Hiroshima. They decide that Curtis needs to be let go so he can lead them to the rest of the Nuridium.
   
   Dixon goes back to Curtis, hands him a bottle of water, and tries to make him to reveal where the rest of the Nuridium is. Curtis drinks the water and asks for immunity from his illegal business activities as well as for Vaughn's murder. When Curtis insults Sydney, she kicks him out of the window into the canal. Syd and Dixon watch him escape, with tracking serum in his system from drinking the water.
   
   As Jack meets with Thomas Grace, a new agent he is recruiting for APO, Sydney and Weiss wait for a signal from the tracking serum. Weiss confides in Sydney that he is considering a position in Washington, and Sydney expresses her happiness. When Weiss voices out his hesitation to leave due to the recent events in Sydney's life, she insists that he should go. Suddenly, Sydney's laptop beeps: Curtis is airborne, bound for North Korea.
   
   Using a stealth plane, the APO team approaches Curtis' private jet and silently board. Dixon and Weiss head to the passenger deck while Sydney stays in the storage area to dismantle what looks like a Nuridium bomb. Sydney realizes that the container is not a bomb when she finds a body inside. Curtis appears and points a gun at her. Syd threatens to cut the Nuridium wires.
   
   On the upper deck. Marcus, Weiss and Curtis' men fire at each other. The pilot is shot in the crossfire and the plane abruptly banks knocking Curtis to the ground. Sydney grabs his gun and points it at him. As Dixon regains control of the jet, Sydney asks Curtis more questions about Prophet Five, offering to protect him for information. Curtis refuses to help because he is terrified of the group he is working for. He pulls the cargo door release button and throws himself out of the plane.
   
   Back in the APO office, Jack tells the team that the Nuridium was not for an explosive - it was going to be used to power an advanced cryogenic chamber. The body they found remains unidentified but is under analysis in the DSR. When everyone leaves the briefing room, Sydney tells Jack that she can't go on alone, and tells him of her ultrasound. Jack reassures her, by saying "I'm here." An appreciative Sydney invites her father to the next doctor's appointment.
   
   A few minutes later, as Weiss and Sydney are saying their goodbyes, Dixon arrives and announces that the body had been stolen from the DSR. Sydney calls Renee Rienne and shares the information. Renee tells her she'll see what she can find out. As Renee crosses the room, she passes by an open container - with the missing body inside, alive.
    
3. The Shed
   A woman arrives at a secured lab in Istanbul where scientists in protective suits experiment with a liquid substance. She shoots a guard and punches in a code to enter the lab. Holding the scientists at gun point, she steals two vials and breaks a third before locking the guards in and escaping. They die instantly.
   
   In the APO office, Marshall shows a video feed of this theft to the team. The liquid, he says, is called Substance-33, a deadly nerve agent that kills in seconds. He identifies the woman as a lackey of Gordon Dean, based on her knowledge of the code and the computer she used to hack it.
   
   Marshall traced the hacker's signal to Prague. Jack gives the case to Sydney, Marshall and Tom Grace. Sydney privately asks Jack why Dixon isn't going. Jack says that Dixon is with Sloane, who was allowed to meet a contact with information about Nadia's cure.
   
   Inside his prison cell, Sloane tells Dixon that he's paying his contact, Dolzhenko, $300,000 for a lead. Later, in Omsk, Sloane convinces a wary Dixon to allow him to meet Dolzhenko alone. At the meeting, Dolzhenko threatens Sloane with a gun and steals the money.
   
   In Prague, the APO team tracks the hacker to a coffee shop. Armed with a microprocessor concealed in a pack of mints, Syd enters the café and speaks to a man with a laptop, assuming he's the hacker. Suddenly, the signal fades - the real hacker has left the building. Tom and Marshall give chase and capture her.
   In a hotel room, the team interrogates the hacker, whose name is Rachel Gibson. Tom catches her transmitting a signal via her watch, forcing her to admit she's a black ops CIA agent. After she passes a lie detector test validating her story, Syd says she was in the same situation 13 years ago - when she believed she worked for the country but was actually against it.
   
   When Marshall confirms that Rachel's signal went to Gordon Dean, not the CIA, Rachel decides to cooperate. She agrees to download the encryption key from Gordon Dean's nearby Vlasska office in order to enable a file transfer from Marshall's PC.
   
   Rachel, thanks to Syd's remote guidance, successfully downloads the encryption key. As Rachel walks to the elevator, her friend, Peyton, joins her. Sensing Rachel's panic, Sydney receives the key in a quick brush pass. Marshall begins his server download.
   
   Back in Dean's office, Peyton, who has been observing Rachel's change in behavior, alerts Dean. After spotting the file transfer, Dean and Peyton leave the building and trigger a bomb.
   
   Marshall discovers that Dean had triggered an EMP that fried all the electronics in range. Tom rushes out the hotel room to help Rachel, who was caught in the explosion. Explosions continue as Tom makes it to Dean's office. He finds a semi-conscious Rachel beneath the rubble and cradles her in his arms. Sydney, who arrives shortly after Tom, meets his gaze silently.
    
4. Mockingbird
   Wearing a glitzy outfit, Sydney emerges from a sleek car in Monte Carlo and hands her key to Tom, dressed as the valet. She goes inside a casino, attracting attention with her boisterous behavior and consecutive gambling wins. Meanwhile, Tom drives the car to the basement and picks the lock of a maintenance station.
   
   In front of a big crowd, Dixon accuses Sydney of cheating. When the casino guards bring her into an office, Syd shoots them with a tranquilizer and finds the office safe. Using a laser cutter and key code that Tom relays through her earpiece, Sydney retrieves a laptop and makes her escape.
   
   As she passes by a shipyard, she is stopped by a policeman and at the same time boxed in by another vehicle. Suddenly, a shipping crane lifts her car hundreds of feet off the ground. Stunned, Sydney answers her ringing phone - it's Gordon Dean saying he wants Mockingbird back.
   
   At the APO office 72 hours earlier, Rachel confides in Sydney about the guilt she feels for getting her coworkers killed. Syd turns the blame on Gordon Dean and urges Rachel to rest, but Rachel insists on finishing her report. Curious about the report, Syd asks what "Mockingbird" means, and Rachel replies that it's her call sign.
   
   At an industrial office, Gordon Dean tasks a man named Keach with an unknown assignment. Afterwards, Peyton enters and mentions that they need money so they can rebuild their offices. Dean types in his password to start an account transfer.
   
   Waiting in the APO office, Marshall announces that he has been monitoring Dean's accounts and that recently Dean liquidated all his finances, putting all the money in one account. Rachel identifies the account as Dean's fail safe account in the Cayman Islands which can only be accessed in person by answering Dean's protocol questions. The answers are in Dean's servers at his Prague office - which was destroyed.
   
   Later, Syd asks Rachel to go with her to Prague. Using Marshall's recovery software, they can reconstruct the protocols to help Dixon and Tom gain access to Dean's account before Dean disappears again. Rachel adamantly refuses.
   In a Federal Building, Boyd Harkin, Special Prosecutor assigned to Sloane's case, lists Sloane's criminal activities, expressing his disbelief of the pardon agreements that Sloane had gotten in the past. Sloane admits to his wrongdoings and insists that he is reformed. Later in his cell, Sloane is approached by Dean's man, Keach. Keach says that he has benefactors who can help. Sloane considers the offer.
   
   With their Czech Intelligence Badges, Sydney and Rachel enter Dean's Prague office and head to the server room. In spite of Rachel's anxiety and difficult flashbacks, they find the hard drive amidst the debris. Rachel starts hacking with her laptop.
   
   Earlier than expected, Dixon and Tom are approached at a beach in the Cayman Islands by Pierpont, the bank's emissary. They follow Pierpont to an unmarked cabana. As guards aim their pistols at Dixon and Tom, Pierpont begins going through the protocal questions. Syd and Rachel supply answers from Prague with the data they are slowly recovering, allowing Dixon to empty Dean's account.
   
   Soon after, Dean and Peyton realize that they have been cleaned out. They conclude that Rachel is the only person who could have done this and make plans to get her back.
   
   Back at the APO office, the team examines blueprints where Dean's operations archives are stored. They soon realize the archives lie in an electromagnetic deposit box system. Rachel mentions that she can get into the system by decrypting the building's network. She volunteers for this next assignment, determined to destroy Gordon Dean.
   
   At Monte Carlo, after Sydney heads to the casino and Tom brings the car to the basement, he pops the trunk and Rachel goes with him to the maintenance station. Rachel decrypts the algorithm and passes the code to Tom who relayed it to Sydney. She goes back in the trunk and Sydney drives off.
   
   In the present time, Syd listens as Dean demands that Mockingbird be delivered in 30 minutes. As Dixon attempts to rescue them, a camera captures his presence, triggering the hanging car to plummet 20 feet. Syd coaches Rachel to call Dean and confirm that she is on her way. As Dean listens, he hears a foghorn in the background, revealing Rachel's actual location. In a flash, Syd tells Rachel to kick open the trunk, grabs Rachel's arm, and uses her laser cutter to hold them to the magnet - a split second before the car crashes to the ground.
   
   At the hearing, Sloane awaits his sentence. Surprisingly he's pardoned and is released from the federal penitentiary. Jack looks at him suspiciously.
   
   On the plane ride home, Sydney tells Rachel that they can't release her until Dean is brought in. Rachel realizes that she will never be safe.
    
5. Out of the Box
   Renee Rienne steals a chemical from an army storage depot in Frankfurt while Jack meets Sloane in a restaurant. Sloane asks to be reinstated in APO so he can find a cure for Nadia, Jack says he's already made the request but a senator is blocking the request.
   
   In Marseilles, Rienne administers the chemical to a man who's been cryogenically frozen. At the APO office, Dixon reports that the chemical is Atropine ZX, an experimental substance used to resuscitate gravely injured soldiers. The thief, who he's identified as Rienne by way of video footage, had also stolen the frozen body from DSR. As Syd volunteers to speak to her, Jack privately asks Tom to keep an eye on Renee.
   
   Syd and Tom meet Renee in Marseilles and return to her loft, where the now revived but disoriented man surprises them. He holds a knife to Renee's throat. They realize that the man is Luc Goursaud, Renee's father, and calm him down. Luc reveals that it was Aldo Desantis who had frozen him. Before he can speak about Prophet Five, Luc has a seizure and slips into unconsciousness.
   
   Gordon Dean approaches Sloane and reveals the identity of Senator Lewis, who is refusing his reinstatement. At Dean's suggestion, Sloane wins his reinstatement by threatening the senator's child.
   
   Jack gives Tom and Syd the name of a doctor they could bring Luc to. Overhearing the name "Desantis," Rachel remembers that, while working for Dean, she had stored files on Desantis in a San Francisco facility.
   
   Mercenaries converge on Renee's loft and pump gas into the vents. Tom makes his way out and plants a bomb in their van. In a flashback, Renee recalls that her father had once worked for Desantis, but they had become enemies.
   Meanwhile, Dixon and Rachel go to the San Francisco facility and ask to be shown a storeroom, where they leave a case. Marshall's latest invention crawls out of the case: a spider robot with a tomographic camera. Marshall controls the device from a remote location, directing the spider to find and scan Desantis' files. Later, they learn that the documents detailed the manipulation of genetic and neural pathways. They also discover that the brain scans of Luc Goursaud and the man in the cryogenic chamber were not the same.
   
   Tom returns to the loft and finds a beacon in Luc's cryogenic chamber. He and Renee use the beacon to alert APO. Syd learns about the beacon through Luc and discovers that he had guided the mercenaries to the loft. His cover blown, Luc takes Syd hostage. When Renee and Tom return, they realize that Luc is not Renee's father. Suddenly, the building is blown apart and a helicopter picks up Luc.
   
   Later, in a North Korea hospital, Gordon Dean meets man formerly known as Luc, referring to him as "Doctor Desantis." Desantis reports that the "woman" is now calling herself "Renee Rienne" and that she's working with the CIA. Dean assures Desantis that keeping an eye on her won't be a problem.
   
   Sloane, his clearance granted, walks down the halls of the APO office.
    
6. Solo
   Sydney and Rachel watch a scared family from behind a two-way mirror. Rachel gazes at them sadly, and talks about the guilt that she feels for putting them in danger. Syd assures her that putting them in the witness protection program is the best way to ensure their safety. Rachel enters the room and embraces her family.
   
   Later, Sloane reports to Dean that Rachel's family is in the protection program. After Dean makes it clear that Sloane should be prepared to kill them, Dean tells Sloane to find Janos Vak, a Hungarian weapons designer, using APO resources.
   
   In the briefing room, Jack allows Sloane to speak. He recommends that they find Vak, who is working on a software program that can intercept and redirect missiles. Sloane suggests that Vak can be used to bait Dean because they've worked together in the past. Jack shows them a photo of an Algerian arms dealer who may be a lead. Syd suggests that Renee Rienne can help with penetrating the Algerian underworld.
   
   Renee uncovers intel in a Marseilles warehouse and gives it to Sydney, who offers it to the team. She says that Vak met with a Chinese official named General Liem Song, who will host an engagement party at the Chinese Consulate in India. Dixon adds that Song keeps an encrypted copy of his contacts in a safe in his room and this should lead them to Vak.
   
   With Marshall and Rachel waiting in a van, Syd and Tom crash the party. Realizing that General Song is not leaving his room, Dixon creates a scene by proposing to the bride-to-be. With the guards busy, Syd slips into Song's room, drugs him and attempts to bypass the safe. When Marshall says that there is too much shield in the building, Rachel evades a guard and helps Syd by planting a relay antenna near the garden to boost the signal.
   Sloane meets with Dean, who is furious that APO acquired significant intel from the consulate. He demands that the decrypted data be given to him later that day.
   
   At APO, Dixon tells Syd that Vak has been located on an oil platform in the South China Sea, and adds that Jack has tapped Rachel for the mission. Dixon adds that Vak is allowed shore leave with a "female companion" every other weekend. A nervous Rachel listens to their advice and prepares for her first mission alone.
   
   Sloane meets with Dean and gives him details on the next mission. Dean then meets with Peyton and assigns her to get the software herself, advising her to kill Rachel if they cross paths.
   
   Rachel arrives at the oil facility. A few minutes after entering Vak's room, she drops her lipstick - which contains a tranquilizer. With Syd's guidance, Rachel improvises and seduces Vak. After tying him to the bed, she downloads the program from Vak's computer.
   
   Peyton arrives at the facility and upon realizing that the original software had been destroyed, she runs after Rachel, who makes her way to the heli-deck for extraction. She finds Rachel, who confronts her betrayer for the first time. Peyton urges her to hand the data over at gun point, Rachel rummages through her bag and finds one of Marshall's devices, a hair brush equipped with an ice pick. She jams it into Peyton's shoulder but comes under fire from Chinese guards. Dixon extracts Rachel as Peyton jumps to the sea.
   
   In a subsequent meeting, Sloane refuses to give Vak's software to Dean because he had tried to kill an APO agent. Dean dangles Nadia's safety to bring Sloane in line.
   
   At home, Syd sits in a rocking chair that she bought from a toy store, where, for a brief moment, she wistfully watched a father take care of his child. She then plays an old mission tape that Marshall had given her. With the sound of Vaughn's voice playing, she holds the tape close to her belly.
    
7. Fait Accompli
   A very pregnant Sydney chats with a university chancellor in Rome while Renee Rienne tries to break into the building's underground storage facility. Syd feigns exhaustion and asks for a glass of water, affording her the chance to steal and duplicate one of his key. She sends the template to Renee electronically. Renee soon finds Dean's package - and another man about to steal it. She kicks his butt, grabs it and meets Sydney outside.
   
   In her apartment, Sydney discusses with Rachel the mysterious keycard that is meant for one port among billions. Delivery men arrive with Sydney's baby's crib yet to be assembled. She sadly reveals to Rachel how she envisioned this moment to be very different from what had turned out. She leaves the crib disassembled.
   
   After Sloane receives word from Nadia's doctor that she has no hope for recovery, he gets a call from Gordon Dean demanding his keycard. Later, Sloane apologizes and confesses to Jack and Sydney that he had been working with Dean. When Jack asks him what changed his mind, Sloane admits that he was hoping that Dean could help find a cure for Nadia. Now that he knows she's untreatable, he is more than willing to help them bait Dean with the keycard.
   
   In a racetrack at Dubai, Tom and Dixon take out Dean's men while Sloane hands Dean the keycard. Suspicious, he takes Sloane hostage. The APO team loses track of them when the track's PA system jams their transmissions.
   
   Rachel finds them in an empty stable and knocks Dean unconscious with a shovel. When Syd interrogates him, he says the keycard will grant them access to his anonymous boss' communication hub. After revealing that the card will expire in 12 hours, Dean offers to work with them in exchange for immunity and protection. Syd injects him with a drug to encourage him to talk more freely.
   Meanwhile, Sloane meets with a man named Ehrmann, who asks him to eliminate Dean. Sloane refuses. On cue, Sloane's receives a phone call regarding Nadia's condition. He arrives at the hospital to see Nadia waking from her five-month coma. She begins convulsing, however, and must be injected with a sedative and returns to her comatose state.
   
   In the APO office, Dean reveals that the communication hub is located on top of the Glenheim Tower, and says that the watchman can help. He also apologizes for killing Michael Vaughn and warns Syd that his bosses have plans for her.
   
   In Seattle, Dixon and Tom arrive at the tower and plug the access keycard in a port. As they uplink to Marshall, he discovers that many of the organizations in the database are part of global governments. Marshall is then locked out of the system and presented with a riddle. Syd recalls that Dean mentioned a "watchman" who can help.
   
   Sloane slips inside Dean's interrogation room. Dean says he has the access code and can help take down Prophet Five, but Sloane forces him to swallow a cyanide pill. Syd discovers his corpse.
   
   Sitting inside a car, Peyton and Ehrmann drink to her success. He confirms that she now has Dean's operations and warns her of double crossing them. Ehrmann gets out of the car briefly and meets with Sloane, who confirms the assassination. When Sloane asks when Nadia will be cured, Ehrmann says that they will need more from Sloane -and points out that Sloane now has hope for Nadia's return. Frustrated and helpless, Sloane watches him leave.
   
   In Sydney's apartment, Jack helps Sydney build her baby's crib. Sydney says that taking down the 12 sources making up Prophet Five will be a challenge since they are embedded inside a global government. Jack remains encouraging and tells her that they've already started their long journey.
    
8. Bob
   In Siberia, Lukas Basarov plants a bomb in a train car. It explodes and incinerates only the people, leaving the rest of the car intact. Upon learning of the explosion, Marshall tells the APO team that it was a Micropulse bomb.
   
   Meanwhile, Sydney dines with a lady at a Yorkshire garden party. When she spots Elizabeth Powell, the wife of the French ambassador, she hands her a napkin with a message from Jack. Elizabeth meets Jack in the library and he asks her about the attempts of French intelligence agency MI-6 to acquire a Micropulse bomb. Elizabeth assures him that MI-6 isn't involved but Jack asks her to look for a mole in the organization. He says this might lead to info about Prophet Five.
   
   Back at APO, Jack tells the team that his contact had identified Basarov as the engineer of the Micropulse, and that MI-6 is trying to acquire it off the books. Basarov, he says, is attending a conference in Brazil and expects to receive a transmission about the sale rendezvous through his laptop. He assigns Rachel to intercept this intel. Before leaving, Syd reminds a stressed Rachel to have fun.
   
   Disguised as a British scientist, Rachel checks in a hotel in Sao Paulo and ends up in an elevator with Sark, who's posing as an American. They make a connection, and realize that they're across the hall from each other. Once in their respective hotel rooms, they start planting cameras for surveillance in Basarov's room.
   
   At the conference, Rachel asks for Basarov's autograph, which she scans to produce a fingerprint copy. Later, when Basarov steps into the shower, Rachel breaks into his room and tries to access his laptop using the copied fingerprint. Rachel takes to the window ledge when someone enters. He can't see that it's Sark bugging the laptop. When he leaves, Rachel puts her own bug in the laptop.
   Sark hits on Rachel in a bar and they go back up to his room. Rachel finds an airline ticket indicating the Bahamas as Sark's next destination. Just then, Rachel's phone vibrates, signaling the receipt of crucial intel. She quickly leaves and sends the transmission to Marshall for decryption.
   
   Back at the APO office, Rachel confides to Sydney about meeting a guy. Jack says that Basarov is meeting the MI-6 double agent in Spain. Later, Jack and Elizabeth stake out the sale in Malaga. A terrorist organization led by Benjamin Masari ambushes Basarov's group. Jack and Elizabeth are abducted.
   
   Sydney and Sloane watch the video footage and conclude that Sark intercepted the transmission at the hotel. Rachel, angry at herself, says they can catch him in the Bahamas.
   
   Upon landing, Sark sees Rachel with Sydney. Sydney tells him that Masari has Jack and asks him to help in Jack's rescue. Later, while Jack and Elizabeth are being brutally interrogated by their captors, Masari gets a phone call from Sark. Sark makes a deal with him to buy Jack and Elizabeth.
   
   At the office, Dixon advises Syd not to go on the mission in her pregnant condition. Meanwhile, Sark continues to flirt with Rachel, but Rachel rejects him.
   
   Dixon disguises himself as a local truck driver and Rachel and Tom hide under the truck, When Sark enters Masari's Tunisia office, Masari points a gun at him. A doublecross! Dixon shoots the guards and breaks into the facility. He and Tom look for Jack, while Rachel tries to locate the weapon. She finds it, only that Sark is handcuffed to it. Marshall and Syd remotely guide Rachel through its disarmament.
   
   As Jack says goodbye to an injured Elizabeth, Dixon asks Sark where they could wire his payment. Sark says this was a freebie and walks away, leaving Rachel interested. Later, Sydney talks to Jack over the phone and they make plans for breakfast. Before they hang up, Syd tells her father that she loves him.
    
9. The Horizon
   Michael Vaughn makes dinner with Sydney in her apartment. He says that she's going to be a great mother. Syd has a vision - she's bound, with wires attached to her head. The vision is reality -- Vaughn was part of a dream. A doctor injects her with a chemical.
   
   Flash back two days. Peyton retrieves Vaughn's files at the CIA archives in San Francisco. She calls Aldo Desantis and arranges a meeting.
   
   At the APO briefing room, Jack informs the team of the breach and identifies Peyton as part of Prophet Five. She has stolen the files of several agents killed in the line of duty. Syd knows that means Vaughn. Jack tasks Sloane to oversee Rachel's analysis of the intel and asks Syd to meet with Renee Rienne about Prophet Five.
   
   In a warehouse, Peyton's team listens to mission tapes. This leads them to believe that Vaughn had told Sydney crucial information about Prophet Five, and Sydney might not even be aware of it. Peyton calls Desantis and he recommends a doctor who specializes in extracting information.
   
   In Madrid, Sydney meets with Renee who confirms that Vaughn didn't keep anything on record related to Prophet Five, though he was obsessed with it. Just then, they're attacked. Though Renee kills two attackers, Sydney is abducted and thrown into a van. Renee stops a second van and finds Desantis inside.
   
   Present. Bound in the interrogation room, Sydney hears the doctor explain to observers that the chemical he injected will force hypnosis: numb the body but keep the mind lucid. When the doctor asks her to find a happy moment with Michael Vaughn, Syd's subconscious reverts back to the time Vaughn proposed to her. In this dream state, she gains awareness and frantically tells Vaughn in the dream that Prophet Five is using her. Vaughn is taken aback at Syd's knowledge of Prophet Five.
   Renee contacts APO and tells Jack about Syd's abduction. Jack moves the team to locate Sydney and points out that since Desantis is involved, this means involvement of Prophet Five experimental medical procedures. Jack asks Sloane if he knows another Prophet Five contact and Sloane denies it. Later, Sloane tries pleads with his contact for Sydney's release but to no avail.
   
   Sydney's memory regression continues. She recalls speaking to Vaughn on a hospital bed minutes before he dies, and her conscious mind breaks through in this memory and starts talking to Vaughn about Prophet Five once again. She realizes that the drink she had given him that was recommended by the nurse caused Vaughn's body to crash. As she refuses to let him die, Vaughn tells her to let him go, since this is the only way to defeat the people holding her captive. She recalls another memory where they were stuck in a jail cell, and she refuses to let Vaughn go.
   
   Jack interrogates Desantis -- and cuts an ear off. Just then, Renee discovers a Hungarian address in Desantis' notebook. Jack realizes that one of the dates listed is Sydney's delivery date. Jack leaves the room and Renee shoots Desantis.
   
   Meanwhile, the doctor once again urges Sydney to dive into her memory. She recalls a moment where she speaks with Vaughn at a pier. Vaughn again urges her to let the memory of him go before they hurt her further. In the memory, Syd's phone rings and she hears the doctor's voice on the other end, asking her to draw a map.
   
   Syd's memory jumps back to one of her first meetings with Vaughn, where they spoke about SD-6. When Vaughn shows Syd the real map of SD-6, the doctor asks Sydney to read the information on the map. After Syd says "X-23 Norte," a hidden observer tells the doctor to end the procedure. A satisfied Irina Derevko prepares to leave and orders Peyton to tell their associates that the location has been found, and to keep Syd comfortable.
   
   Inside Syd's head, she's with Vaughn on a beach. Syd says how much she wants to stay with him. Vaughn encourages her and tells her that together, they will defeat these people -especially after they find out that Syd had given them the wrong information. He has to go so they can stop using her.
   
   At the Hungarian address, Renee and Jack find a room where a nursery was set up. Meanwhile, with the chemicals wearing off, Sydney opens her eyes and finds Peyton unstrapping her. Syd stabs Peyton with the drug and escapes. Still groggy, she finds her way around narrow corridors, only to discover that she's on a ship at sea.
    
10. S.O.S.
    At sea on a cargo ship, Sydney hurries to the lower deck, finds a radio, and issues a distress signal.
    
    At APO, Jack tells Sloane that Prophet 5 has Syd. Marshall recovers Sydney's transmission but it's deleted by a Langley insider before he could listen to it - meaning Prophet 5 has infiltrated the CIA. They determine to go to Langley to recover the message.
    
    Marshall and Dixon join a group of tourists at CIA headquarters. Meanwhile, Tom goes to the Payroll Department to complain about a missed paycheck. Rachel, pretending she has an interview, leaves her cell phone with the guard. The cell phone is actually a device that infiltrates security. Tom commandeers a Payroll Dept. desktop and, using the data sent from the cell phone, grants Rachel security access to the CIA server room. He also unlocks the Witness Protection records room.
    
    Marshall distracts onlookers by announcing he's cracked the code that appears on a monument. Dixon sprays a surveillance camera, causing an "Anthrax alert." Rachel then slips into the server room but finds that Syd's transmission was purged. Jack tells her to pull the hard drive, knowing that it will raise the alarm and cause a lockdown. He calls Weiss for help.
    
    Weiss arrives and apologizes to Dixon, whom he calls "Ambassador." While he escorts Dixon and Marshall out, he gives Dixon the key to get Tom. Marshall ducks into an office, locates Rachel with surveillance cameras and guides her through a maze of servers.
    
    On the boat, Syd holds Peyton at gunpoint and asks her to explain the ultrasound images posted in a room. She faints, however. She wakes to find herself being prepped for surgery.
    At APO, Marshall and Dixon inspect the hard drive and discover that the person who purged the records had Alpha Black clearance. Only seven directors have this clearance. They also find the secured cell phone numbers that enable these men to access the code. Marshall says he can trace which phone was used to access the server.
    
    Tom uses Marshall's PC to decode the info he downloaded from the Witness Protection records. The data contains photos of his murdered wife along with the name and location of a man. Later, Tom pays a visit to the man.
    
    Jack convenes a meeting with the seven directors, Marshall locks in a match and calls that phone. When Director Davenport's phone rings, Jack immediately shoots him and forces him to divulge Sydney's whereabouts. CIA security arrests Jack.
    
    The doctors perform an amnio on Syd and decide to operate. Dixon arrives on the ship and realizes it's abandoned except for the infirmary. He spots the post-op Syd and takes her to the helicopter.
    
    At the hospital, Jack tells Syd that the baby is fine, that the mysterious surgery actually corrected a placential abruption. After a few minutes, an armed guard tells Jack that it is time to go and a confused Sydney says reluctantly goodbye to her father.
     
11. Maternal Instinct
    After Davenport's ambulance is ambushed, he's assassinated -- by none other than Irina Derevko.
    
    Jack informs Syd of Davenport's death and says that CIA Director Devlin suspects a mole in the APO office. Since APO is under investigation, and because a condition of his release is to close the Prophet Five case, Jack vows to continue the investigation without documentation.
    
    Syd tells Jack that Prophet Five wanted to know about "Leo-47 Norte." Jack and Dixon recall that it was an SD-6 mission that took place in a French territory. Jack assigns Dixon to fly to France and contact Renee Rienne. Jack also directs Sydney to go to a safe house.
    
    Irina waits for Syd at her apartment. Irina admits knowledge of Prophet Five. She says that Prophet Five wants to pursue "The Horizon," which they believe Sydney knows about. Sydney says that she doesn't but that she had shared the name of the French mission with her father.
    
    Despite Devlin's ongoing investigation, Jack enlists Marshall's help to break into their archives and look up a contact for the "Leo-47 Norte" mission. He finds out about Jean Bertrand's involvement and forwards this information to Dixon. With Renee Rienne, Dixon forces Bertrand to reveal more about The Horizon, which is stored in a safety deposit box in a Vancouver bank.
    
    Posing as an Italian family, Irina, Jack and Syd infiltrate the bank. As Jack and Irina inquire about safety deposit boxes, Syd hacks into the bank manager's computer.
    
    With Rachel's help, Syd locates The Horizon's box and relays the info to Jack. Irina tranquilizes the manager and starts to work on retrieving The Horizon.
    With the lead that Irina had provided them, Peyton and her armed men from Prophet Five arrive in the Vancouver building and kill the guards.
    
    With the The Horizon -- which is booby trapped -- in Jack's hands, Irina attacks him. Jack deflects her as Syd enters. It dawns on Sydney that Irina orchestrated her abduction for Prophet Five. When Irina insists that Peyton will kill her too, Jack responds by saying he will kill Irina first. Suddenly, Sydney's contractions begin.
    
    Believing she's helping Jack and Syd, Rachel, under Sloane's direction, deletes records of Sloane's outgoing transmission to his Prophet Five contact.
    
    With Peyton's team on the move, Irina leads Syd and Jack to the roof, where a helicopter will extract them. Peyton watches them on a surveillance camera. She picks up a rocket-launcher and blasts the copter to pieces. Jack tells Syd to keep a gun on her mother as he goes back down to fight Peyton's team. After killing her henchmen, Jack squares off with Peyton. He takes aim at a nearby fire extinguisher, which explodes, killing her. Or so he thinks.
    
    Irina tells Syd that the KGB forced her to bear Jack's child to ensure his loyalty. When Syd was born, she says, she had to choose between being a good agent or being a good mother -- or fail at both. She chose being a good agent. At this moment, Sydney goes into labor.
    
    Jack arrives to calm Sydney down as she goes into labor. With both her parents' support, Sydney delivers a baby girl. Irina bolts with the pouch containing The Horizon, while Sydney and Jack swaddle the baby. Marshall receives a call from Irina, who tells him that Sydney and Jack need extraction.
    
    In Bhutan, a horseman speeds to an isolated hut by the hillside. He relays a message to a monk sitting calmly in the middle of the room. The monk then walks to another room and shares the news of Sydney's infant daughter with Michael Vaughn.
     
12. There's Only One Sydney Bristow
    Sloane meets with the Prophet Five leaders in Minsk. In return for Nadia's full recovery, they force him to make Sydney go on a mission. He agrees on the condition that Sydney will not be hurt.
    
    Peyton, who survived Jack's assault in Vancouver, springs Anna Espinosa in return for Anna's help. Later, Anna poses as a witness protection agent to gain entry into Will Tippin's home and tasers him.
    
    At APO, Sloane and Jack show Sydney a video surveillance clip of Will's abduction, and mention that Anna had internal assistance from Prophet Five. Although Sloane "urges" her to stay on leave, she's determined to save Will.
    
    In a hidden location, Peyton's accomplice Burris injects a bomb into Will's neck. Meanwhile, Sloane tells Sydney that Ecehelon has intercepted a call between Yerik Semanko and Anna regarding an exchange at a Moscow club run by the Russian mafia. Sydney leaves her baby with babysitting agents.
    
    In Moscow, Dixon, Rachel and Tom enter the club with Marshall's help. Sydney accesses the club through the roof. Once in the club, the team dons eyeglasses that broadcast x-ray images to Marshall, enabling him to spot guns and money. Later, Rachel flirts with Semanko while Sydney skillfully plants a bug on his collar. As he goes into the VIP room and meets Anna, the APO team overhears that Will is in Room 147.
    
    Syd heads toward Will and confronts Anna. Peyton watches the fight through video surveillance. Anna knifes Syd's arm - and the camera scans Syd, capturing data. Will helps Syd chase off Anna.
    In the APO office, Sydney tells Jack that she hated telling Will that Vaughn was dead. Jack reminds her that Vaughn's safety depends on hiding him. When Will visits Syd, an alarm notifies the babysitters. Later, they discover the bomb in Will's head. Suddenly, Syd gets a call from Anna.
    
    Anna asks Syd to hand her Page 47 of the Rambaldi manuscript in exchange for the bomb's deactivation. When Syd notes that handing over the page will not guarantee Will's safety, Marshall suggests that he can build a device that can track the bomb frequency and reverse engineer the activation. The only catch is Will has to be close to the detonator.
    
    On a train In Lisbon, Will asks Sydney to be the best man at his wedding. They then tap into the train's security system and find Anna. To bring Will close to the detonator, Syd meets with Anna for the trade. Syd gives her Page 47, but Anna begins the countdown and Will's head beeps. Syd steals the detonator and stops the countdown. Anna escapes and locks Syd in the car. Suddenly, Syd is showered with red liquid. Anna calls Peyton and confirms that Sydney's DNA is being collected.
    
    Will knocks out Anna and frees Syd. Anna recovers, activates another detonator and throws it off the train and into a lake. Syd and Will dive into the lake. Syd finds the detonator in time to deactivate it and once again save Will's life.
    
    Sloane meets with Peyton and she assures him that Sydney wasn't hurt in any of their experiments. In exchange, she hands Sloane a chemical compound that could save Nadia. Meanwhile, Will and Sydney walk through a park where Syd apologizes for the chaos she's brought him. Will assures her that it is not her fault that evil people that exist, and that he sleeps better knowing that there is only one Sydney who can keep the world safe.
    
    In Moscow, Anna enters a tank filled with red liquid. She emerges with Sydney's face.
     
13. 30 Seconds
    After the APO team discovers that Anna Espinosa uses a call center in India to route her calls with an encryption key, Sydney and Renee head to Jaipur to remove the key so they can intercept Anna's calls.
    
    Posing as a perfume entrepreneur looking to use the call center, Sydney places a "free sample" by one of the desks that scans the Wi-Fi signal in the building. Working from the outside, Renee tells Sydney that the router that Anna uses is inside the building. Renee barges in as a robber and holds everyone up at gunpoint. Using the commotion to her advantage, Syd removes the encryption key from the main router.
    
    Sloane meets with Ehrman, his Prophet Five contact, in Barcelona. Sloane points out that the cure for Nadia may actually be fatal -- she has to be dead for 30 seconds before the drug can be administered. Ehrman tells him to trust Rambaldi, who engineered the cure for Nadia's condition. He gives Nadia the medication and she wakes up from her coma.
    
    When Anna's line goes active, the APO team hears Kelly Peyton talking to a Moritz Koller, whom they locate in Zurich. Via satellite, they zoom in on his suitcase and find Page 47 of the Rambaldi manuscript. They later learn that he is an art historian who freelances for criminal organizations.
    
    Sloane tells Jack that he was forced to fund research to find Nadia's cure. After Sloane departs, Jack asks Dixon to investigate Sloane's recent activities and to focus on Barcelona.
    
    Jack and Dixon share their suspicions regarding Sloane's with Syd. She reserves judgment until they find proof. Jack then grants Sloane a leave of absence. He also asks if Sloane knew about Anna and her contact with Prophet Five. Sloane denies any knowledge.
    Syd tells Nadia that she had never seen Sloane so devoted to anyone. Just then Syd receives a call from Jack, who says he's tailing Sloane. Nadia joins Jack. They follow Sloane to a storage facility, where he retrieves Nadia's clothes. Jack confirms that Sloane's alibi -that he was researching cures in Barcelona - holds.
    
    Meanwhile, Tom and Renee contact Moritz. Renee lures him and they take him into custody. Moritz reveals that he's to meet Anna the next day, and that his Page 47 is a fake. Syd advises them to continue the meet with Anna.
    
    In Sloane's home, he opens the suitcase containing Nadia's clothes. He lifts a panel and removes the original Page 47 of the Rambaldi manuscript. Sloane quickly hides the page underneath a mat on his desk when Nadia arrives. She expresses a desire to live with him.
    
    After a warm talk, Sloane makes dinner. Nadia wanders into Sloane's office, where she accidentally finds Page 47. Hurt and horrified at the finding, she throws the page into the fireplace. Sloane lunges for the page, shoving Nadia onto a glass table. She dies when the shards pierce her neck.
    
    The APO team, joined by Renee, moves to ambush Anna in Ghana. A car arrives, but plows into a marketplace. They inspect the car, but Anna is nowhere to be found. Renee then consults with Syd - except it's really Anna - who slits her throat.
    
    Sloane tells Ehrman that he's betrayed his loved ones. He also points out that death is a necessary sacrifice in proving Rambaldi's prophecy. As the chosen one, Sloane assures Ehrman that he has selected the road to follow. Ehrman welcomes him into Prophet Five.
     
14. I See Dead People
    At the APO office, Marshall reports to Jack that a microchip found in Renee Rienne's body contains encrypted data with an incomplete algorithm. He discovers that "Andre Micheaux" is etched on the microchip. Unbeknownst to them, their conversation is being recorded.
    
    Jack and Sydney conclude that Vaughn might have info about the chip since Renee and Vaughn's father had known each other. They agree that Vaughn must be contacted..
    
    In Zurich, Peyton tells Sloane that Sydney is heading to Nepal to meet someone regarding the chip. When Sloane advises that Prophet Five send someone to intercept, Peyton introduces Anna - now Sydney's doppleganger. Sloane briefs her but comments that she's hardly Sydney and reminds her that she's dispensable. As Anna leaves, Sloane has a vision of Nadia, who tells him that he's just as dispensable.
    
    At APO, Tom decodes a message hidden in a magazine. Rachel, feeling insecure, interrupts him. Tom assures her that she's a good agent.
    
    Anna arrives in Nepal and deceives an escort expecting to meet Sydney. He tells her that Vaughn is excited to see her and his hideout is just a few minutes away. She kills him and gives his distinctive scarf to an accomplice.
    
    Marshall discovers that the whole APO office is bugged. He meets Jack at a parking lot and shares the news that Sloane have placed the office on passive surveillance. They conclude that Sloane must have installed a backdoor access to APO's security system before his rights had been revoked.
    
    Sydney arrives at the airport and is picked up by Anna's accomplice. Jack phones and informs her of the security breach and the possible intercept. When the impostor suggests that they help a stranded stranger, Sydney elbows him and tries to grab the wheel. The stranger fires gunshots at them and the jeep veers off the road and into a ravine.
    
    Trapped under the jeep, Sydney watches as Anna takes the chip from her backpack. Anna says she's going to pay Vaughn a visit and sets the jeep on fire. Sydney escapes in time.
    In Zurich, Sloane tells Peyton that Rambaldi was influenced by a 14th century cleric named Joseph Pinara and that he needs Pinara's manuscript to help him decode Page 47. He directs Peyton to a private bookseller in Geneva. When she retrieves the book, the clerk calls a superior and reports that someone is trying to make contact with him.
    
    Anna arrives in Vaughn's hideout and tells him about the chip. Vaughn points to a scar on his shoulder, and says his father told him was from a bike accident. He lets Anna open the scar. Embedded is another chip with Renee's name on it. Combining the microchips together, they input the data in a computer and discover a map pointing to a Hamburg bunker. Vaughn suggests going with Anna, who immediately calls for transportation. Sydney arrives in Vaughn's hut to see the helicopter depart.
    
    In the APO office, Jack tells the team that Vaughn is alive. He shows them a photo of Vaughn and Anna at the Hamburg airport, and says that he's with Sydney's clone.
    
    Anna and Vaughn stake out a jewelry store near the bunker. When Vaughn suggests they do what they did in Cartagena, Anna says she'll follow his lead. Anna holds up the shop owner as Vaughn enters the bunker. As he picks up a file, Anna arrives and points a gun at Vaughn. She pulls the trigger -- but Vaughn had taken out the clip. They fight. Vaughn, weakened from his seclusion, falls first. As Anna is about to kill Vaughn, Sydney arrives and shoots Anna dead.
    
    In Zurich, Sloane tells Peyton that he needs to make peace with the past. He goes to a church with a Prophet Five guard and leaves a matchbook by the candles. As he leaves, Sark arrives to pick up Sloane's message.
    
    Syd and Vaughn realize that files contain Vaughn's father's research on Prophet Five. When Anna's phone rings, Syd answers. Pretending to be Anna, she sets a meeting with Peyton. Before Sydney leaves, she embraces Vaughn and says goodbye once again. Later, Syd, posing as Anna posing as Syd, hops in the car with Peyton and hands her Renee's microchip.
     
15. No Hard Feelings
    Jack tells Dixon that Syd, posing as Anna to infiltrate Prophet Five, has put a tracker on the chip that she's delivering to Peyton. He tasks Vaughn, who is still in Hamburg, to transfer the Prophet Five documentation.
    
    Syd hands the chip over and remarks that her superiors must be happy. Peyton replies it's an inconvenience and throws it in the wine glass. Having lost track of Syd, Marshall locates her via satellite. Vaughn follows Syd to the airport and secretly hands her a cell phone with a new tracker.
    
    In Zurich, Sloane tells Prophet Five that he's finished translating Page 47. He says that "the circle' will be completed once the chosen one takes a rose from the San Cielo monastery in Italy. He also points out that their plan might not succeed because Anna is only posing as Sydney. Just then, Syd arrives as Anna and meets Sloane. She tells Sloane that she had killed Sydney Bristow. Sloane in turn tells her that she has to retrieve an artifact.
    
    Marshall tells Rachel that he flagged a message from Korman, the man who supposedly killed Tom's wife. When Rachel says Tom softened after seeing Korman's family, Marshal notes that Korman has no family. Rachel asks for 24 hours to investigate before Marshal notifies Jack.
    
    Dixon arrives in Hamburg and asks Vaughn how he faked his death. Vaughn explains that Prophet Five wanted him dead, so Jack arranged to inject him with sodium morphate, putting him in a coma until he was administered the antidote. As Dixon hands him a photo of Isabelle, Jack calls and asks them to be Sydney's back up in Italy.
    
    In Italy, Sydney discreetly chats with Vaughn at a newspaper stand. Vaughn tells her that there is no record of a monastery, so Syd asks them to stand by until she meets her contact. Sydney sees Sark in a betting parlor.
    
    Rachel, in her car, sees Tom and Korman talk. When Korman leaves, Rachel approaches Tom and demands an explanation. Tom confesses that Korman, acting on orders from "The Cardinal," killed his wife. Korman asked Tom to retrieve his CIA-impounded car in return for information. Rachel hacks into the Federal database and locates the car. Tom delivers it to Korman.
    En route to Italy, Sloane, thinking he's talking to Anna, asks how she killed Sydney. After she says she shot Sydney in the back, Sloane tells Peyton he wants to be the one to kill Anna.
    
    At the parlor, Sark tells Sydney that the one-time monastery is now the La Fossa maximum security prison, and the rose is located in the Northwest isolation wing. Sark then triggers an explosion and pretends to rob the cashier. The police take Sark and Sydney in custody.
    
    As Syd and Sark arrive at the prison, Vaughn and Dixon go underground to rewire La Fossa's internal surveillance network and give Marshal access. They locate Sydney in the isolation wing. Sark fakes illness to escape from the guards and hacks into the system to open doors for Sydney. Sydney runs down to the basement and sees a mural of Page 47. An old man shows her a rose tattoo on his wrist.
    
    Sloane arrives at the facility and asks the warden to release the two Americans. Peyton intercepts the guard's phone call and gives approves the release of Syd and Sark.
    
    The old man gives Sydney an amulet, calling it Rambaldi's greatest gift and curse as it is a defiance of nature itself. Syd says she has to stop the people looking for it. The old man assures her that she can't and says it's is only a matter of time before "the light ends." She runs back to her cell.
    
    Peyton takes Sark while Sloane waits for Sydney in her cell. He tazer her and grabs the amulet. Sloane tells her that Sydney deserved better than an anonymous bullet and strangles her. Syd pushes him away.
    
    In the APO office, Marshall remotely triggers an alarm to distract Sloane. A guard arrives and tells Sloane to leave. Guards refuse to let Sydney leave and beat her. Vaughn arrives to rescue her.
    
    Tom meets Korman, who retrieves diamonds from his car. Tom asks why a hit was put on his wife. Korman says that Tom was the actual target. As Korman drives away, Tom presses a button on his watch and Korman's car explodes.
    
    In Sydney's apartment, she and Vaughn watch Isabelle sleep. The phone rings - it's Sloane. Sloane tells her that he knew "Anna" was Sydney all along and, thanks to her, they have everything they need.
     
16. Reprisal (Part 1)
    You caught me Using the collected Prophet Five documentation, the APO team spreads out across the globe to identify its members and prepare for a mass arrest. Meanwhile, Sloane suggests to Sark and Peyton that they solidify their position in Prophet Five.
    
    Tom goes to Rachel's apartment. They kiss but Tom leaves abruptly. Soon after, Sark abducts Rachel and brings her to Sloane's hideout. Marshall is abducted as well. Sloane asks Marshall to locate an underground cavern by accessing a federal ground-penetrating satellite. When Marshal refuses, Peyton tortures him.
    
    Syd reveals to Carrie, Marshall's wife, that he's still working for the CIA. Carrie insists on providing technical support in Marshall's absence. She immediately unlocks Marshall's secured program that tracks Prophet Five.
    
    Sloane confronts Sydney in the parking lot as she's carrying Isabelle. He allows her to talk to Marshall. Syd tells Marshall to do what Sloane says and asks him to give a message to Carrie. Marshall asks Syd to tell Carrie to finish reading the book "The Littlest Fish" to their son.
    
    Marshall tells Rachel that she should comply with Sloane's demands, per Sydney's request. He says that they should leapfrog across the network so they would not get caught in their hacks. Rachel understands they he really wants them to get caught. Rachel soon locates the central Italian cave Sloane is looking for.
    
    Vaughn relays Marshal's message to Carrie, who remembers that the lead character in "The Littlest Fish" is named Noah. She knows he means NOAA, the National Oceanic and Atmospheric Administration, which, she assumes, he's currently hacking into. Carrie sets up trip wires to monitor government hacks and pinpoints Marshall's location to Ixtapa. Jack sends a rescue team. Rachel picks her handcuffs using an underwire and frees Marshall. They run into the arriving APO rescue team.
    At APO, Carrie says that based on Marshal's tracker, the Prophet Five members are gathering in Zurich. Jack assumes that Sloane must be presenting the information that Marshall and Rachel uncovered. He assembles a strike team. Rachel mentions that Sloane is going to Umbria. Sydney realizes that he must be going to Mt Subasio.
    
    Syd and Vaughn trek to the snow-covered mountains of Mt. Subasio. Descending into the cavern, Syd finds Sloane with the Rambaldi amulet. She can't shoot him, however, because a gunshot will trigger a cave-in. Meanwhile, in Los Angeles, Sark sets a timer for a planted bomb.
    
    At the APO office, Tom discovers that based on captured files, Sloane had a bomb planted in the subway system leading to the APO office. Jack tells them to evacuate the office and clear out the subway while Tom and Dixon sweep the tunnels. Tom finds the bomb, which is fail-safe. With no chance to dismantle it, Tom can only temporarily freeze the timer with liquid nitro. He freezes it repeatedly in order to delay the explosion. Each time, it continues counting down.
    
    In Zurich, Peyton appears at the Prophet Five gathering. Instead of presenting them with the amulet, she sprays the room with gunfire, killing all the Prophet Five members.
    
    With the tunnels cleared, Tom has no chance of making it to safety. He calls Rachel and tells her that he would have asked her out if he had more time. Tearfully, she says she would have said yes. The bomb explodes, killing Tom.
    
    Sloane holds the amulet against the light. He tells Sydney she is not allowed to see it and shoots the icy ground she is standing on. Syd falls through and is rendered unconscious.
     
17. All the Time in the World (Part 2)
    Vaughn finds an unconscious Sydney and administers CPR. In a flashback, Sydney recalls the time when Jack tells her that her mother has died and asks her to be strong. Syd regains consciousness.
    
    Peyton tells Sloane that she was able to make a deal for the Rambaldi Sphere with their ally in Hong Kong. When Sark asks if they really want global genocide, Sloane orders two stolen nuclear missiles to be shipped to Hong Kong.
    
    In a Sienna hotel, Sydney remembers playing with an odd set of blocks as a child -- unwittingly excelling at a Project Christmas aptitude test. An amazed Jack tells her she is a special girl.
    
    Later, Syd assumes Sloane's involvement when she hears about the stolen missiles. She concludes that Sloane bought the missiles using the assets of the murdered Prophet Five members. Marshal then hacks into the Russian bank network. Using phone records and satellite telemetry, they locate Peyton.
    
    Vaughn, Dixon and Sydney interrogate Peyton, who reveals that Sloane is targeting two cities with high civilian concentrations. Jack remarks that Sloane is not interested in devastation - he wants to profit from the reconstruction. Sydney also finds out that Sloane is in Mongolia.
    
    While Rachel and Marshall try to hack into optical satellites to locate the missiles, they realize that Sloane has uploaded information from a contact in Hong Kong.
    
    Sloane and Sark enter a Mongolian cave. Leaving Sark behind, Sloane descends to Rambaldi's burial chamber. He places the Sphere atop Rambaldi's tomb. Above it appears the red hovering ball.
    
    Vaughn, Syd and Jack infiltrate the camp above Rambaldi's tomb. Syd sneaks into the underground chamber and holds Sloane at gunpoint while Vaughn and Jack fend off Sark and his men. Syd grabs the Sphere and the liquid from the hovering ball splatters. As she's about to destroy the Sphere, Sark arrives holding Vaughn and Jack at hostage. It's a standoff.
    Sloane moves first, shooting Jack. Syd drops the sphere to go over to Jack while Vaughn dispatches their captors. Syd shoots Sloane. He tumbles into the red liquid on the tomb, dead. Sark makes off with the Sphere.
    
    Syd flashes back to the moment she told Jack that she started working for Credit Dauphine. Displeased, Jack tells her to quit immediately. Confused, Sydney argues that she'll do what she wants.
    
    Up top, Syd and Vaughn revive Jack, who's badly wounded. Vaughn tells Dixon that Sloane has died and that Sark must be headed to Hong Kong. The contact, Vaughn says, is Irina Derevko.
    
    When Marshall reports that he can't stop the missiles, Jack tells Syd that only she can stop her mother. He adds that he never wanted this life for Sydney, but she was too strong to let anyone stop her. Syd tells her father that she loves him and reluctantly leaves.
    
    In Hong Kong, Sark tells Irina that the missiles are ready. She tells him to target London and Washington D.C. Sydney arrives. Irina tells her that power is the only currency - and through Rambaldi, she can have it forever. Syd and Irina fight a ferocious battle. Meanwhile, Vaughn shoots Sark, who agrees to stop the launch in return for his freedom.
    
    In Mongolia, Sloane rises, his mortal wounds healed. Jack, strapped with explosives, confronts him and swears Sloane will never hurt Sydney again. Sloane scoffs at him, saying he's now immortal. Jack knows Sloane can't die, but he can make sure Sloane never makes it out of the cave. He triggers the explosives.
    
    After a pitched battle, Sydney kicks Irina onto a glass skylight just out of reach of the Sphere. Although Syd urges her mother to crawl back, Irina stretches for the Sphere. Tiny cracks spread through the glass. Irina falls through to her death.
    
    In the cave, Sloane is buried in the rubble. Nadia's ghost appears to tell him this is where he'll spend the rest of eternity. When he says at least she'll be with him, she fades away. He screams, alone in the darkness.
    
    Years later, a 7-yr old Isabelle plays in front of her beach home as Vaughn and Syd greet Dixon. He asks Syd to help capture Sark. Vaughn suggests they all go for a walk. Meanwhile, Isabelle finds the Project Christmas building blocks and effortlessly connects them. Syd calls her and she runs out to walk with them on the beach.

Synopsis Courtesy Of ABC