[Story opens with Sydney rescuing Jack from an attempted arrest by Ariana Kane's security team; Jack was in the process of meeting a contact with possible leads on Emily's murder. As Jack discovers the contact has been killed, Kane's people move in on him but Sydney intercepts. In the course of their escape, Sydney learns for the first time about Jack's predicament and is upset that has he kept it from her. He tells her it was for her own protection. Successfully eluding the security team, they arrive at the CIA ops center where Jack brings Sydney up to date on Ariana Kane's investigation of him and it's ties to Sloane and Emily. During their discussion, she is paged by SD-6. Sydney is extremely worried about Jack and wants to ignore the page so that she may stay and help him. Jack tells her she needs to proceed with routine so as not to arouse suspicion with Kane. Sydney returns to SD-6, makes her presence down to Ariana Kane, and proceeds to the conference room for a briefing where Marshall, Dixon and Sloane are already present. Sloane briefs them on a prototype device called the quantum gyroscope missile guidance system, which is capable of transforming a scud missile into a cruise missile. The prototype will be transported, via courier, from Nice, France to Berlin, Germany for mass production. Sydney and Dixon are told they are going to Nice to intercept the device.]

Setting: Los Angeles-Warehouse/Storage Facility. Sydney and Vaughn meet.
Sydney: There are so many things I hate about Arvin Sloane, but the thing that I hate the most is the way he wraps his criminal activity in a flag.
Vaughn: Well, we won't let him get away with it. Before you go we'll make a defective copy of that gyroscope for you to give to SD-6. We'll need to see those photographs.
Sydney: Dixon has them. He's already on his way to Nice.
Vaughn: Then we'll have to get a team to France. When you're through with the mission make sure you're holding the gyroscope. We'll duplicate it on-site. And, Syd, you should know that we've been doing everything we can to help your father.
Sydney: You've been helping my father?
Vaughn: Yeah.
Sydney: You knew the Alliance was investigating my father?
Vaughn: Yes.
Sydney: For how long? (Syd appears angry)
Vaughn: Two weeks. Syd, I understand you're upset.
Sydney: Yeah, I am.
Vaughn: Your father explained why we hadn't told you.
Sydney: Now that I've had time to think about that….
Vaughn: It was a question of your safety.
Sydney: He was almost killed! I saved him!
Vaughn: It hadn't gotten to that-
Sydney: Yeah, but it did!
Vaughn: I didn't want you to have more on your mind.
Sydney: Why are you worrying about what's on my mind?
Vaughn: It was a judgment call.
Sydney: It's a judgment call you've been making for the past three months!
Vaughn: Involving you had no upside.
Sydney: There's no upside to keeping me informed? You didn't tell me about Monolo or that you had discussions with my mother! You didn't even tell me that you were seeing Alice again!
Vaughn: Wait. What is this about?
Sydney: This is about me being too old to be coddled!
Vaughn: Your life is complicated, Sydney! Forgive me for trying to make it any easier!
Sydney: I don't need you for that!
[Vaughn, obviously hurt by her harsh words, subtly nods in acknowledgement. She walks out, leaving Vaughn standing alone]

[Back at the ops center, Jack opens an e-mail from Sloane. Sloane tells Jack that he informed Ariana Kane Jack had been at his house, not because he believed Jack was guilty but because, as part of Sloane's initiation into the Alliance, a tracking device had been implanted in his neck. Subsequently, the Alliance could track Sloane's whereabouts and his conversations, which ensured Sloane's loyalties. Sloane goes on to say that although Jack offered many leads on who may have killed Emily, none of them panned out. Sloane then offers "one of his own" by telling Jack that he murdered Briault, the Alliance member, and that perhaps someone close to Briault was out for revenge. Sloane ends the e-mail wishing him luck and telling Jack to "be safe." Jack takes this information to Irina and asks for her assistance in brainstorming. He tells Irina that he will not consider witness protection because Sydney would be forced to go with him and live her life on the run. Irina tells Jack to have all records pulled on Briault.-Scene changes to SD-6. An angry Sloane confronts Ariana Kane in her office. He has learned that Kane has requested Sydney's computer. Kane is aware that Dixon had once accused Sydney of being a double and is following up on it. Sloane defends Sydney and attempts to change Kane's mind but to no avail. Sloane storms out of the office.]

Setting: CIA Ops Center-Vaughn is briefing Sydney on her counter mission. Vaughn is standing next to a desk as he talks. Sydney sits up against it, choosing not to make eye contact with him.
Vaughn: (looking at plans on a desk) Once you recover the gyroscope, you and Dixon will separate for your flights home. (he glances at Sydney) Our team will be set up in this utility room where they'll duplicate the gyroscope. (coldly) Any questions?
Sydney: (responding in a sarcastic tone) Maybe you should go over it again. It's a pretty complicated plan. Maybe you could make it easier.
Vaughn: Okay, look, I don't want to be here any more than you do.
[Weiss walks up]
Weiss: Hey! Look who's joining you in France!
Sydney: (smiles) Hey.
Weiss: "Hey"? Three months in the hospital, I get a "hey"? How about a little sugar?
[She hugs him] Sydney: I'm glad you're back.
Weiss: Oh, thank you. And thank you for the plant. Amazingly, I've been able to keep it alive. All right, bring me up to speed. What's our plan?
[Sydney and Vaughn stand silent and exchange angry looks]
Sydney: (coldly) I should get to my plane.
[She walks away]
Vaughn: (with the same cold attitude) I'll see you in France.
Weiss: Okay...

Setting: Nice, France-Utility room at the airport. Weiss walks in, acknowledges a fellow agent then walks over to Vaughn with two cups of coffee. Weiss: Hey.
[He hands a cup to Vaughn and sits across from him]
Weiss: You sure you don't want to talk about this?
Vaughn: There's nothing to talk about.
Weiss: I share my fights with you!
Vaughn: No you don't.
Weiss: Yeah, I do. Remember when Alan pissed in the living room?
Vaughn: That was your dog.
Weiss: Yeah, but I was angry about it and I let you know how upset I was.
Vaughn: I appreciate you trying to cheer me up. You don't have to do that.
Weiss: All right, here's a thought. Tell her how you feel.
[Vaughn gives him a sarcastic look]
Weiss: I know, I know, I was the one who said this is a line you don't cross but that was before I nearly died. And you know what they say about the gray light and all that? No. They're wrong. It's darkness.
[Vaughn looks humbled]
Weiss: Darkness.
Vaughn: I understand.

Setting: Nice, France-Utility room at the airport. Sydney has successfully stolen the gyroscope and enters the utility room. Weiss approaches her.
Weiss: Good work.
Vaughn: (on the phone) Base ops, this is Boy Scout. Mountaineer has just delivered the package. We're proceeding with the copy.
[He hangs up and looks at Sydney who is still in her disguise]
Vaughn: We're estimating two hours 'til the duplicate is ready.
[Sydney briefly looks up at Vaughn and then lowers her head, still angry. Vaughn looks at Weiss who nods toward Sydney. Vaughn looks down, working up the courage to talk to her.]
Vaughn: Listen, uh, do you want to go to dinner? When we were driving into town I saw this place. Rousseau, I think it's called.
Sydney: Vaughn, we... we can't do that.
Vaughn: Why not?
Sydney: Well, for a million reasons. If Alliance security sees us together they'll kill us.
Vaughn: The nearest Alliance cell is in Zurich. The CIA tracks SD-6 security section. There haven't been any signals, no movement.
Sydney: You're serious.
Vaughn: We've been to restaurants and sat near each other. We've met in parks and convenience stores, and all of them in LA where we are much more likely to be seen. Look, two things -- one, I think it's not that great a risk and two, I am hungry. I'm starving. I mean, we're going to be together anyway, why can't we be eating? Aren't you hungry?
Sydney: Yeah, I'm hungry.
[Pause. Vaughn studies Sydney with an anxious and hopeful look in his eyes, uncertain as to what her response will be.]
Sydney: Let's do it.
Vaughn: (grinning) Yeah? Sydney: (nods) I'm going to change.
Vaughn: (laughs, looking at her outfit) That's a good idea.
Sydney: Okay.
[She walks away. Weiss glances at her as she's leaving and then walks over to Vaughn.]
Weiss: And? Vaughn: (smiling) We're going to dinner.
Weiss: Ooooh yah! (He does a little dance.)
Vaughn: I'm going to keep my comm channel open. I need you to monitor the RF frequency.
Weiss: Got it. Okay. In exchange I'll take an eclair.
Vaughn: No, I'm serious. Any suspect signal, I want to know about it. Anything.
Weiss: If they're small, bring at least two.
[Weiss walks back over to his desk to check in with another agent]
Weiss: How we doing over here?
[The scene briefly changes to SD-6 where one of Ariana Kane's people informs her that Sydney has just left the Nice hotel with a man, not Dixon. She orders him to find out the identity of the man]

Setting: Restaurant in Nice, France. Sydney and Vaughn arrive for dinner. As the owner escorts them to their table, he and Vaughn briefly converse in French. They arrive at their table.
Owner: (to Vaughn) Well, you speak French almost as well as I do. (to Sydney) Mademoiselle.
Sydney: Thank you. (The owner takes her jacket and Sydney and Vaughn sit down.)
Owner: See what you like and I'll be right back.
Vaughn: Merci.
[They smile at each other, then pick up their menus; romantic music plays in the background. They glance at each over their menus, then look back down. They exchange glances again. Vaughn begins to speak but hesitates. They return to their menus, both looking nervous and lacking the courage to start the conversation.]
Sydney: (as she puts her menu down) I think wine would help the situation.
Vaughn: (readily agreeing) I was just thinking the same thing. (he calls for the waiter)
[Scene changes back to Irina's cell where she and Jack are brainstorming as to who could be blackmailing the Alliance. Irina notices that Briault, the murdered Alliance member, made several trips to Peru, each time declaring a large amount of money. They suspect that he was secretly running his own syndicate and was bankrolling the money in Peru. Irina tells Jack that when they were married, she used to meet her case officer in his hotel room and that he should pull all of the hotel security footage of Briault.- Scene cuts back to the restaurant, where Vaughn and Sydney have opened a bottle of wine. A man casually walks by their table and, via a camera on his watch, snaps a picture of Vaughn]
Sydney: So I heard you on the phone with base ops. Your code name is Boy Scout?
Vaughn: (laughs) Yeah.
Sydney: Why?
Vaughn: Um, it goes back to CST, clandestine service training. You don't want to hear this.
Sydney: Vaughn.
Vaughn: Okay, the Boy Scouts have a motto.
Sydney: Always be prepared.
Vaughn: (nods) On my first day, I showed up and I had forgotten my field manual so the instructor said, "That is your one screw-up. From then on, you'd better be prepared."
Weiss: (via Vaughn's earpiece) This story is a disaster!
[Vaughn is slightly startled by Weiss voice and gestures to the earpiece.]
Weiss: (via Vaughn's earpiece) Just tell her she's pretty! Are you an idiot?
Vaughn: Okay, I'm going to turn you off now. Goodbye. (He takes out the earpiece and smiles at Sydney, slightly embarrassed.)
Vaughn: Sorry.
[Outside the restaurant, two men sit in a car]
Man 1: He's not SD-6.
Man 2: Check his U.S. DMV.
Man1: What makes you think he's American?
Man2: What makes you think he isn't?
[The man on the passenger side has downloaded Vaughn's picture into a laptop computer and is running it through a facial recognition program in an attempt to identify him. The program begins scanning through photos]
Man2: So who's our mystery man?
[Back inside the restaurant]
Vaughn: Tell me about your pets.
Sydney: What? Vaughn: Your pets. I want to know about every pet you ever had.
[Outside in the car, the computer finds a match and brings up Vaughn's California license.]
Man1: Look at that. Michael Vaughn. U.S Department of State.
Man2: Son of a bitch. He's CIA.
[Inside, Sydney and Vaughn are drinking more wine and talking]
Sydney: (as she's eating) Playing pool. . . . I can see it.
Vaughn: (smiling at Sydney) We should play sometime.
[The restaurant owner approaches the table]
Owner: So you liked everything? (Responding in French, Sydney tells him it was very good and thanks him)
Vaughn: Parfait
Owner: So, it is too late for you to set out for L'Avignon and you had much to drink. Upstairs, I have an inn and tonight, you are my guests. Please.
[He places a room key on the table.]
Owner: Take your time. Merci.
[Sydney and Vaughn look at each other. Vaughn picks up the key and glances down at it. He then looks back at Sydney and leans in toward her]
Vaughn: Did you ask him to do that?
Sydney: (smiling and slightly embarrassed) There are so many issues with this, I don't know where to begin.
Vaughn: Hold on a second. I think we should have an open mind about this.
Sydney: An open mind.
Vaughn: It'd be rude to overlook such a generous offer without proper consideration.
Sydney: (looking intently at Vaughn) I wouldn't dream of it.
Vaughn: Okay.
Sydney: But there are clearly issues.
Vaughn: Yes. I don't disagree.
[Not taking his eyes off of Sydney, he smiles. They gaze into each other's eyes]
Sydney: Okay.
[Scene changes to the utility room at the airport, where the duplicate of the gyroscope is nearly complete.]
Weiss: Right on time.
[The phone rings.]
Weiss: Go ahead, base ops.
[The scene flashes to an agent in the ops center in LA.]
LA Agent: Infosec just called. Interpol reported a network intrusion. Five minutes later someone hacked into U.S. DMV and downloaded Vaughn's info. Both attacks originated from Nice.
[Weiss rushes to his headset.]
Weiss: Boy Scout, do you copy? Boy Scout! This is field station, do you respond? (to an agent nearby) What's the name of the restaurant? Where they're having dinner, what's the name of the restaurant!
[At the restaurant the owner comes over to the table and informs Vaughn that he has a call. He hands Vaughn the house phone.]
Vaughn: Merci.
[Vaughn takes the phone as the two men from the car enter the restaurant via a door behind Sydney]
Vaughn: Hello?
Weiss: You've been made! Get out of there now!
Vaughn: Syd, behind you!
[She quickly turns around, takes their wine bottle, and throws it at the men. She dives behind the bar. Vaughn takes out his gun and shoots at the two men. They shoot back. Vaughn and Sydney run down a back hallway]
Man: Go, go!
[Vaughn and Sydney run down the outside stairs in the back of the building. They run side by side down an alley when a car approaches. They stop, turn around and start running back in the opposite direction, when the first man appears. He shoots at their feet. Sydney and Vaughn stop in their tracks and raise their hands; Second man gets out of the car.]
Man #1: (talking to Vaughn) Your gun. Toss it over.
[Vaughn tosses the gun across the pavement]
Man #2: On your knees! Hands behind your head! Down!
Man #1: Down, get down!
[Man #2 makes a phone call while Man #1 handcuffs Sydney.]
Man #2: Potesh, Jon. ID six-tango-five-charlie-david. Patch me through to Los Angeles. Ariana Kane.
[Sydney and Vaughn overhear the call and look at each other. As man #1 is about to handcuff Vaughn, Vaughn grabs the knife strapped to his own leg and stabs the him in the throat. He takes a gun from man #1 and shoots at man #2, who falls to the ground. Vaughn grabs the handcuff key off the ground and unlocks Sydney. As she turns around, Vaughn moves to pull her close but the moment is interrupted when they hear a voice over the second man's cell phone.]
Voice On Phone: This is Kane. Hello? Hello?
[Sydney walks away from Vaughn, grabs the phone on the ground next to the body of Man #2 and turns it off. Vaughn makes sure that Man #1 is dead. He puts a key in Sydney's hand.]
Vaughn: Take the car. I'll have Weiss pick me up.
Sydney: I'll pick up the copy of the gyroscope before I get on the plane.
Vaughn: No! We're aborting the counter mission. When these guys don't show up, SD-6 is going to investigate.
Sydney: No, no, no...
Vaughn: Now they can't prove anything but this is the one time we can't deceive them.
Sydney: No, no, there have to be other options...
Vaughn: We have to give SD-6 what they want, as dangerous as that is, you know that.
Sydney: We were so stupid.
Vaughn: It's my fault.
Sydney: That's not true.
[A siren is heard in the distance]
Vaughn: You have to go.
[They pause and look at each other]
Sydney: I'll see you back in LA.
[Sydney runs off in one direction. A disheartened Vaughn watches her leave then grabs his gun from the ground and runs in the opposite direction.]

Setting: Los Angeles-CIA ops center. Vaughn is typing on a computer. Weiss walks up.
Weiss: Hey.
Vaughn: Hey.
Weiss: This your debrief for Kendall?
Vaughn: Yeah.
Weiss: (reading the debrief) Okay, you can't show him this. No, I'm serious. If Kendall sees this. . . .
Vaughn: He needs to know why SD-6 has the real gyroscope.
Weiss: I agree. I think so, too. But this requires a little creativity. Look, tell him it was my fault, okay? Tell him that grinding the lenses took a little longer than expected and we weren't able to make Sydney's plane.
Vaughn: I won't let you cover for me.
Weiss: I'm not but it's partially my fault too. I'm the one who told you to take her on a date.
Vaughn: You told me to tell her how I feel.
Weiss: Whatever. I'm three-months past a near death experience, what the hell are you doing listening to my advice for?
Vaughn: I'm recommending that I be replaced as her case officer.
Weiss: Okay, now you're just being stupid. I'm sorry, but that's ridi. . . . . .
Vaughn: I nearly blew our entire operation inside SD-6. Not to mention putting Sydney's life in danger.
Weiss: Hey, she wanted to go to dinner, too. She's a big girl. She knew the risks.
Vaughn: My point is that my judgment was compromised.
Weiss: Not to mention the fact that all the damage that you and Sydney have done to SD-6. Have you given any thought to the fact that maybe all that work was done because of the way you feel about each other? (pause) How's that for spin.
Vaughn: It's not bad.
Weiss: Well, whatever you decide to do, just make sure you discuss this with Sydney first, okay? I mean, this affects her too.

[Scene cuts to Jack at the CIA ops center. He checks in with an op tec who is reviewing hotel security footage of Briault in Peru. As they watch a piece of footage, Jack notices that someone is with Briault, but the image is not clear. The op tec brightens the picture and blows it up, revealing Ariana Kane.-Scene cuts to Jack talking with Kendall, who has learned of the affair between Briault and Kane. Jack tells Kendall he is headed to SD-6 to prove Kane blackmailed the Alliance. Jack tells Kendall he believes Kane deposited the bearer bonds in an account in Monaco and, although its contents are protected by privacy laws, SD-6, utilizing their Credit Dauphine cover, can acquire access to the information. If Jack can access their network, he can confirm the balance. Kendall warns him that a wrong assumption will get Jack killed and offers to have a CIA director confirm the info. Jack, calculating that it will take a least 48 hours to do so and fearing that Sydney may fall under suspicion by that point, declines the offer and proceeds with his own plans.- Scene cuts to SD-6. Jack enters the server room. Kane is informed that Jack has entered the building and she orders the exits sealed until they locate him.- Back in the server room, Jack types in the account number but it shows a zero balance. He continues typing. Jack is then seen walking down the hallway when he is approached by a fellow agent.. He orders Jack to come with him; Jack attempts to get away but is shot in the back and falls. Scene cuts to a torture room at SD-6. Ariana Kane is sitting off to the side. Jack is strapped down and a doctor is preparing to inject him with Sodium Pentothal in an attempt to get Jack to talk. As Jack is injected, the door opens and Sloane enters with a couple of men. They take hold of Ariana Kane. A voiceover of Jack begins. He is telling someone that just five more minutes and he would have told Kane that he and Sydney were double agents and that they would have been killed. Jack goes on to say that, fortunately, Sloane received the e-mail Jack had sent from the server room, detailing his discoveries, and he confirmed the information.- Scene changes to Irina's cell, where Jack had been explaining the aforementioned events to Irina. He tells Irina that Sloane realized Kane was on a witch hunt and that Jack had reason to run. Jack goes on to say that Sloane is taking some time off and leaving Jack in charge. He thanks Irina for her help. Irina says it strikes her odd that the one person who had an apparent motive for blackmail was chosen by Sloane to investigate. She proposes that Kane was an easy frame. Jack comments that it's an interesting theory. Irina responds "or not."]

Setting: L.A.-Warehouse/Storage Facility. Sydney is waiting as Vaughn walks in.
Vaughn: Hey.
Sydney: Hey. What did Kendall say?
Vaughn: He told me about your father. He didn't mention anything about our date, if that's what you mean.
Sydney: Have you written your mission debrief?
Vaughn: No, not yet. If I tell the truth, at the least, they'll remove me as your case officer. Despite what we did, how stupid we were, I know we do good work. We need to stay together.
Sydney: I agree. We do good work.
[She gives him the gyroscope. Vaughn is perplexed]
Vaughn: I don't understand.
Sydney: When I got back to SD-6 and saw my father, it was clear no one would be asking questions about Kane's missing agents so I gave SD-6 the counterfeit gyroscope. This is the real one. We win.
Vaughn: At the airport, you took them both?
Sydney: Always be prepared.

[Scene cuts to Sydney's apartment. Syd and Francie are on the couch chatting and eating popcorn. Francie asks for an update on "Michael." Sydney responds that nothing will ever come of it and that is pointless to fantasize about it. Francie senses the need for cocktails and they head off to Francie's restaurant.- Scene briefly cuts to the ops center where Vaughn is typing his brief.- Scene then changes to an office in an undisclosed location. Sloane meets with an electronics expert. In return for 10 million dollars, the tech guy has designed a ring for Sloane that will essentially override the device implanted in his neck by the Alliance. Sloane is free to go about as he pleases, with the Alliance none the wiser. As Sloane puts the ring on and begins to walk away, he turns around and shoots and kills the tech guy.- Scene then changes to a sandy beach in the Philippines. Sloane approaches a house and walks up to front door. The door opens and Emily appears. She asks him if he's sure "it worked." Sloane assures her they are free and they kiss. The camera pans over to Emily's hand; it is bandaged with the ringer finger missing.]


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