Original subtitles

My name is Sydney Bristow.

Seven years ago, I was recruited

by a secret branch of the CIA called SD-6.

I was sworn to secrecy,

but I couldn't keep it from my fianc�.

When the head of SD-6 found out,

he had him killed.

That's when I learned the truth.

SD-6 is not part of the CIA.

I'd been working for the very people

I thought I was fighting against.

So I went to the only place

that could help me take them down.

Now I'm a double agent for the CIA,

where my handler is a man named Michael Vaughn.

Only one other person knows the truth about what I do.

Another double agent inside SD-6.

Someone I hardly know.

My father.

I know you have a lot of questions about your father.

I copied his file.

What do you know about case 332L?

There's some missing pages in my father's personnel file

and references to case 332L.

And Agent Calder.

You read that, too.

Calder wasn't CIA. He was FBI.

Why would the FBI be working with my father?

They wouldn't.

Unless they suspected him of selling secrets.

Here's your countermission.

You'll break into the building as planned.

While Dixon sets the explosives, you'll retrieve the inhaler

and rendezvous with the CIA team,

which will already be inside the building.

By this time, Dixon should've exited the building.

You'll disable the explosive while the CIA team

searches the rest of the lab's main computer system.

Come on. We got to go.

What are you doing?

I brought a secondary detonator.

You good to go?

All right. Let's go.

Sydney? We've got to run!

Sydney, we've got to move.

Sydney, we've got to move now!

What's the matter? Are you hurt?

No.

Let's go.

Run!

Go! Go!

Come on, Sydney. We got to go.

I couldn't move.

Dixon had to drag me to my feet just to get to the van.

And when he asked me what was wrong,

why I had just frozen...

I made up something about having a flashback to Danny.

You did everything you could.

I was supposed to stop the detonation.

I didn't.

And because of that, four CIA agents were killed.

You had no way of knowing Dixon had a second trigger.

There was nothing you could do.

I could've told him the truth.

Dixon needs to know who he's really working for.

Sydney.

I know. I can't put his family at risk.

- Or yourself. - I know all of that.

But it's the right thing to do.

Those men died for no reason.

No. Those men died for their country.

Sydney, I'm sorry.

I'm sorry you had to go through that.

� Still hooked on cellophane �

� Hangin' round the mall, the mall �

� Each penny numbs the pain �

� Sends you gently for the fall �

� I followed you last night �

� I saw you turn your lights out �

� I knew it wasn't right �

� I watched in fear and doubt �

You worked late.

Bar association dinner.

One of the lawyers wanted to sue me

because his chicken was undercooked.

Can you believe that?

An obnoxious lawyer?

What about your obnoxious lawyer?

Have you talked to him?

I'm meeting Charlie for lunch this week.

That's good.

Syd, he's gonna break up with me.

Did he say that? He didn't say that.

He didn't have to.

He was sneaking around on me.

We saw him with that girl Rachel.

There's stuff he's doing that he can't tell me about?

Please.

I don't think he'd be meeting with you

just to break up with you.

Guys don't do that.

If they want to end things, they just vanish, right?

Oh, your mom was so pretty.

Yeah, she was.

Thanks.

I got to go change.

I feel a binge coming on.

How was your trip?

Not good.

I was working with these people who...

They were terminated.

Oh, man.

The economy sucks.

� There's nowhere �

� To move on �

This is Helen Calder. You left me a message?

Something about my husband having worked with your father.

I know that your husband worked for the FBI

and that his job was to investigate CIA agents

that were suspected of spying for Russia.

My dad was one of the agents that your husband investigated.

I know that much.

Did he ever mention the name Jack Bristow?

I'm sorry.

Bentley didn't talk much about his work.

He looks kind.

Oh, he is.

I thought Bentley was dead.

Oh, dear, no.

That isn't Bentley.

That's my boyfriend. Gary.

This is Bentley.

He wasn't so nice.

When did Bentley pass away?

1981. In a car accident.

Do you have a copy of this?

I think so.

For the last 20 years, I thought I knew how my mom died.

She and my dad had been out at the movies.

They were coming home late.

Some postal worker was driving,

coming from the other direction.

The police said alcohol wasn't a factor.

This man must've fallen asleep.

His car drifted over the white line.

My dad swerved.

They went off the Canyon Creek Bridge.

I always told myself

that my mom didn't have time to know what was happening.

Now I know that Calder was hunting down a KGB agent.

My father.

So whatever happened that night was no accident.

Calder was probably chasing them.

They probably lost control. The cars crashed.

Whatever it was,

it brings me back to the same conclusion.

If my father hadn't been a double agent...

My mom would still be alive today.

I'm sorry to lay this on you.

I have no one to talk to about this.

It's okay.

I want to report him.

What?

I want to turn him in.

For being under suspicion 20 years ago?

- The agency knows that. - What about the file?

There were pages missing. Maybe it didn't end.

Maybe he's still working for Russia.

Stop. Stop.

What is important is taking down SD-6.

Your father is helping us do that.

You're suggesting that I do nothing.

Not about this. We have too much work to do.

I wasn't supposed to do anything about Dixon, either.

Is anything ever unacceptable to you?

I understand that we're talking about your dad.

If he did sell or is selling secrets,

that would be hard.

I hope that would be hard on you, too.

Before you do anything, let me find out

if he's under suspicion, if he's being tracked.

Just give me two days, all right?

I get it. You wanted to do it in person.

Instead of coming out with it,

you're making small talk, which is really pathetic.

Francie...

I have always supported you. No matter what.

The idea that you would sneak around behind my back

and lie to me about it is just the worst part.

Francie...

I want to be a singer.

A singer?

I wasn't going to say anything until I had everything set up.

That woman? Rachel? She plays piano.

When you saw us that night, we were rehearsing.

We have our first gig this Friday night.

A singer?

Sweetheart, I'm sorry I wasn't up-front about this before.

Being a lawyer, it's been my goal.

My family's goal forever.

The thought of me doing something else

or even wanting to do something else...

Fran, I've been too afraid to admit that.

You're not breaking up with me?

Are you kidding?

You're my baby.

Charlie singing? I wouldn't miss it.

I'll be there.

Yes. Yes.

Best behavior. I got it.

Get off my chair.

How's Sydney? That was Sydney, right?

You got to stop doing that.

Anybody call?

Yep. A guy from the DMV.

He ran the license plate you copied

off of Kate Jones' car.

The woman pretending to be Kate Jones.

According to her Social Security Number,

the real Kate Jones died in 1973.

Hank. It's Will.

You come up with anything?

Did that match the license-plate number

for a 663, Sam, Tango, Frank?

Oh, you're the best.

Eloise Kurtz.

Eloise Kurtz is living proof

that someone's covering up Danny's murder.

She was definitely lying about having an affair with him.

223 Whitley Place.

Hollywood.

Good work in Germany, Sydney.

The inhaler prototype's safely in analysis.

The Badenweiler factory was demolished

without any casualties.

Thanks.

Dixon deserves the credit, not me.

Jack will no longer be working out of Jennings Aerospace.

His assignment there is complete.

As of today, he will be working here

with a cover as portfolio manager for Credit Dauphine.

This way, he can more actively participate

in the planning and execution of missions.

Good.

Jack.

Two months ago, FTL vacated their forward base at Roubaix

and their support station at Chaniers.

All the heavy equipment was moved, including the T-47 s.

At the time, recovery team found this at Roubaix.

Last week we learned that FTL also abandoned

their transfer facility at Kenilworth.

A recovery team did a sweep. They returned with this.

Is the ink encoded?

That was my first thought, as well.

Anyway, you want some fritter?

It's apple.

Analysis studied the music sample.

They found an identical pattern of numbers

buried in the higher frequencies.

It's not noise.

It is where they hid the code.

- Have we deciphered it? - No.

Barrage. It's a converted salvage tug.

FTL uses it as a floating lab.

Weapon design, data storage, crypto.

An SD-6 commando team stormed the ship last night

as it was passing through the Panama Canal.

They brought back this.

What is it?

FTL's latest code machine.

Without this device,

we're unable to read any of their communications.

- How does it work? - Very well.

We don't know yet.

The team gathered what they could.

Unfortunately, there was a self-destruct on the ship.

Needless to say, they left fairly quickly.

From what they gathered,

only eight decoders have been produced.

One of them is in the possession of this man.

John Smythe.

Owner of the Hobbes End Photo Gallery in London.

He's also an FTL operative.

One of the code machines is being held at the gallery

awaiting pickup next Tuesday.

You leave for London tonight.

We want to find out where FTL relocated

and what they're up to.

Your job is to bring back the encoding machine.

I would have told you about the realignment,

but you were in Badenweiler.

I heard about what happened. It's tragic.

I know about you.

That you were hunted by the FBI.

I know that mom died because they were after you.

Sydney...

Every time I think I know just how awful you are,

I learn something worse.

But this time I'm gonna make sure you pay.

What's this?

A bug.

What are you? 12 years old?

No, a bug.

We didn't know about Smythe.

After we get the code machine,

they'll scan for listening devices.

The technology is totally passive.

The guys at Langley

cribbed the design from a Russian device

they pulled from the American embassy.

The thing only works when we hit it

with a microwave beam off an orbital satellite.

It acts as a microphone. It's completely undetectable.

If they find it, they'll just think it's a bug.

Exactly.

What about the code machine?

We won't have time to pull a switch,

so deliver it to SD-6.

When they break the code,

they'll inform affiliate offices through the computer network.

Thanks to you,

we're still downloading data from their mainframe.

How much have you gotten so far?

Almost 2%.

In all this time, that's all you got?

If we take too much too quickly, they'll notice the leak.

If we're patient, we can get all their internal files.

Then we can do some real damage.

Good.

Oh, I checked around about your dad.

He's clean. No internal investigations.

I told him.

Told him what?

That I know everything.

About Calder, his spying for the KGB, the accident.

Damn it, I asked you not to say anything.

I'm sorry, but I don't care.

If you'd been in my position, you probably

wouldn't have been able to control yourself, either.

You're just gonna have to learn how to do that.

Don't lecture me about my father.

Because of the spy trade, my mother is dead.

You couldn't understand what it's like

to have a parent die that way.

There's a book back at Langley.

They keep it locked up under glass.

Behind it is a marble wall with stars carved in it.

It's a memorial to the agents the company lost in action.

Families are never told how they died or even where.

Only that they won't be coming home.

I was 8 when my father became one of those stars.

At the funerals, there's a protocol

the agency representative has to follow.

What to say, whose hands to shake.

You're admonished.

That is actually the word they use. Admonished.

Not to be conspicuously emotional.

Vaughn, I'm so sorry.

The agents that died at Badenweiler...

I've been assigned to represent the agency at their funerals.

Delivery.

Got a package for Eloise Kurtz.

I just need five minutes.

How did you know my name?

- I won't use it. - I don't know anything.

It's people who say that

that always know much more than they think they do.

Do you know how they killed Danny Hecht?

They broke into his apartment and shot him in his bathtub.

It was three bullets.

It was two here. One through his heart.

- I'm warning you. - I just want five minutes.

I have pepper spray.

God!

- I told you. - My eyes!

I warned you. Now just go away.

� Come on, Shirl �

Ready?

It should take me about 20 seconds to get down the hall.

Excuse me, sir.

Actually, this is a nonsmoking gallery.

Not anymore.

I'm afraid if you don't put that thing out,

we're gonna have to escort you to the door.

What kind of a deal you think I can get

if I take the entire collection?

I'll go call the owner.

I'll be right there.

Chester Conlan is an award-winning artist.

It is almost Keeferesque.

I said the same thing.

Is this bothering you, by the way?

Not at all.

I am tempted, but I don't know.

Sir, I've already offered to come down 10%.

10% is not 20%.

I'll eat the tax, but that is it.

Cherie...

I think I prefer the Lamborghini.

You are the birthday girl.

Could you do something with this?

He doesn't sing in the car, in the shower.

He doesn't even sing the National Anthem

at baseball games.

He doesn't even hum.

Too "I'm with the band" kind of...

If he had a good voice,

he would have used it somewhere. Once.

I would have heard it.

You're gonna be there, right?

I mean, I need you there.

Of course I'm gonna be there.

When he's not...

If he's not good, he's gonna be so devastated.

Or it could be the start of something great.

Raid my closet.

Thanks.

But I got boobs.

I'm Rachel.

Charlie has told me so much about you.

Really?

Going for her MBA. Best cook ever.

You're like this mythic person.

Okay, I like her.

And this is Will.

- You know anything about me? - No.

And Sydney.

- This is my sister Amy. - Hi. How are you?

Will Tippin.

It's Eloise Kurtz.

Sorry. I can't hear you. Hold on.

This is so exciting.

A little terrifying.

We got to get ready.

You guys are gonna be great.

This is gonna be a disaster.

Stop it.

- Hi. - Are you all right?

You mean can I see again?

I feel horrible.

It's okay. I was wearing my glasses.

I'm really not a bad person.

No, I never said you were a bad person.

You just got to talk to me. Help me out here.

They gave me $2,000 cash

to say that I was having an affair with Danny Hecht.

Who gave you the money?

I was between jobs and my car was broken.

It's still broken, and anybody in my position

would have done the same thing.

Can I buy you a cup of coffee? Meet you in person?

Why don't you come by my apartment tomorrow afternoon?

Yeah, yeah. How about 3:00?

I have a great car mechanic if you need one, too.

Yeah, I'm here.

Listen, everything's gonna be okay.

How's Francie?

A wreck.

Charlie!

� When the road gets dark �

� And you can no longer see �

� Just let my love throw a spark �

� And have a little faith in me �

� And when the tears you cry �

� Are all you can believe �

� Just give these loving arms a try �

� When your secret heart �

� Cannot speak so easily �

� Come here, darling, from a whisper start �

� To have a little faith in me �

It tickles.

What just happened?

It took a piece of your thumb. A speck. A cell.

Then this is true genius.

It created a code based on your DNA.

That's how the code from those greeting cards worked.

The encryption was DNA-based.

Whose?

We know he was the recipient of one of the cards.

Gareth Parkishoff. Leader of the FTL Cell in Rabat.

That's the good news. We know it's Parkishoff.

The bad news is that Parkishoff is dead.

We need a sample of his DNA. We don't know where he's buried.

Marshall?

Marshall?

The system's a little sluggish.

Marshall, get Fisher.

Last month, we received Intel

that Parkishoff was assassinated by Martin Shepard.

Shepard's an interesting case.

His subconscious was programmed to respond to a simple phrase.

Say it to him, and he'd do whatever you asked, even kill.

Say it again,

and those acts would be erased from his conscious mind.

He'd have no recollection of the acts he'd committed.

Now, we have known for some time what that phrase is.

- It's by John Donne. - Right.

We want you to get close to Shepard, recite the poem,

and get him to tell you where Parkishoff is buried.

Where is he?

Shepard checked himself into a mental institution

in Bucharest, Southern Romania.

If you don't mind...

There's something kind of weird going on

with the computer network.

Marshall...

Kind of a bandwidth leak.

Why don't you get me a report by the end of the day?

Agent Fisher will be your support on this one.

His alias is Dr. Carlos Fontanetta.

- Nice to meet you. - Nice to meet you.

The Mangalov Clinic is expecting Dr. Fontanetta

to check a patient in the day after tomorrow.

You are that patient.

If your handler is unavailable, once you've located Parkishoff,

you are to relay the coordinates...

Vaughn's at a funeral.

Four heroes who died because of people like you.

You are to relay the correct coordinates to SD-6.

Once they have decoded the message...

Go to hell.

People's lives are at stake.

Your life.

What you think you know, you don't know.

Then you explain it to me.

You don't have clearance.

- Clearance? - Yes.

To be told how my mother died?

There are rules, Sydney.

Then you break them.

Think about what you're saying.

Acting cavalier about breaking the rules.

Think about the last time you did something like that.

I'm not a perfect man. I know that.

But I am smart enough

not to draw simple conclusions and then act upon them.

I would think if anyone had learned that lesson,

it would have been you.

Miss Dicamila is bipolar.

We were doing some relief work up in the North

when she suffered a psychotic break.

She's suffering from auditory hallucinations.

She thinks that her government wants to kill her.

Her previous doctor submitted her

for some rather experimental treatments.

Lithium substitutes, neurolinguistic reprogramming.

All of which had no effect on her condition.

I'm still trying to find her parents,

but until then, I need a place for her.

Is she taking any antipsychotics?

Olanzapine, 20 milligrams, QPM.

There are other institutions in Bucharest.

How is it you honor us?

The Consulate. They directed me here.

This way.

We'll get her admitted.

Miss Kurtz?

I'm coming in. Easy on the pepper spray.

� Be still, my soul �

� The Lord is on thy side �

� Stand calm within �

� The storm of grief and pain �

� Trust in thy God �

� To order and provide �

� Through every change �

� His faithful light remains �

� Be still, my soul �

� The restful peace within �

Your dad was a hero.

� Through trying times �

� Eternally �

� In love �

That leak. The glitch.

There's a worm. There's a hacker in our network.

They're downloading all the files off the server!

Got to cut the hard line.

Hello, Alain? We need to meet.

I think we have a mole.

Hi.

- Sorry to keep you waiting. - Not a problem.

Two more forms, and her admission is complete.

While you were waiting, I called the Consulate.

I am speaking at the U.N. Conference on refugees

in New York next month.

I called them about a visa.

Naturally, I thanked them

for having recommended our institution.

I was surprised to hear that they were unaware

of any such recommendation.

Do I... know you?

No man is an island, entire of itself.

Every man is a piece of the continent...

Who are you?

Who are you?

Yes, that is because the Consulate

referred me to the local health department.

They made a recommendation.

Well, that explains it.

We know what you're doing, Miss Bristow.

Where's Vaughn?

He's covering the funerals. Badenweiler.

Why? You finally get a date?

You know that assignment Bristow's been sent to?

The doctor who's running the place? Kreshnik?

He's with K-Directorate.

Fisher?

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