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 fiancé,
and 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.
Hi. I'm will tippin.
David mcneil.
So why are we sitting here?
I'm researching something.
It's called SD-6.
I don't have anything to say about that.
Why don't you just tell me what you know?
It's been a mystery within the agency
for over two decades
who murdered those CIA officers.
We have our answer now.
It was your father,
and I'm going to report him.
Those cyrillic codes you found in those books,
yes, they were orders from the kgb,
and, yes,
they were orders to kill,
including your father, Mr. Vaughn.
But, Sydney, I was not that agent.
Your mother was.
Sydney!
Wait!
You can't lose control over this.
You know what, dad?
This is not the best time to start lecturing me.
I know how this feels. Not exactly.
You've had a lot longer to make sense of this than I have.
There was a time when this was news to me, too.
Your mother was sent to the United States
to steal secrets from a ranking officer of the CIA.
How she and I happened to meet,
how she supposedly fell in love,
I thought it was all true.
But it was just a setup.
Even her wanting to have a family?
Or was that just part of the plan, too?
♪ Deliver me
♪ from this fire
♪ blazing me
♪ I'm a stranger
♪ under your spell
♪ no time for secrets
♪ no time to tell
there's something that happens
when you discover the truth about someone.
I know a little about this.
♪ Your seasons change
the truth changes everything.
There's this woman,
her personality like a collage
I've put together
from the photographs, the few memories I have,
the scraps of stories I've heard,
the clothes of hers I've got...
Her books.
And none of it's real.
She wasn't that woman at all.
She was...
She was a horrible person...
Who killed your father.
Vaughn, I just wanted to say...
That I'm so sorry.
I've got, uh... Code four.
We've lost coverage on the off-site garage.
Any signs of forced entry?
Negative from gate control.
I'll check it out.
Hey, while you're at it,
grab me a black coffee, will you? Two sugars.
You know about any a.C. Repairs?
Negative.
I don't want this job anymore.
Sydney, that's why you're doing what you do.
You're helping to bring an end to SD-6.
Not anymore.
Sydney --
I need someone in my life to be real.
This, right here -- what we do -- is real.
Look where we are.
I mean, this isn't real.
This isn't what we should be doing.
I want out.
Out?
You want to enter the protection program?
No. I'm not going into hiding.
If you don't, sloane will kill you.
I don't think he will.
You like hockey, right? The kings?
Yeah. How'd you --
the pen you keep in your briefcase,
it's a kings pen.
Yeah, I got that --
they're playing the islanders next week.
We should go.
Sydney, you can't do this.
Okay, here's the appeal filed by mcneil's lawyer last year.
And I found out that SD-6
is an ingredient in artificial sweeteners.
But that's probably not the SD-6
that you're talking about.
Does my voice annoy you?
Your voice?
Yeah. I was just going over this interview
with Eloise kurtz.
I started thinking about mcneil
and how he had this look in his eyes
when I was interviewing him.
His lawyer, the same thing --
will, you're a journalist, for God's sakes.
You get paid to be annoying.
So you're saying I'm annoying?
Not to Danny or Eloise kurtz.
Oh, so I don't annoy dead people?
Will, you're their champion.
What am I doing if I'm hurting the people
look, if I could bring back Danny hecht and Eloise kurtz,
I would, but I can't.
And if championing them is gonna cause
David mcneil's daughter to be in danger,
I can't live with that.
I don't think I can do this anymore, this SD-6 story.
I'm out.
We're right on time.
♪ Dig through the ditches and burn through the witches ♪
♪ I slam in the back of my
♪ dragula
♪ dig through the ditches
♪ and burn through the witches
♪ I slam in the back of my
♪ dragula
how do I look?
Yes, will you get me my wife's doctor
on the phone, please?
Yeah.
Dr. mendelsohn is on line one.
Sir?
Hey, there, beautiful,
why don't you turn that frown upside down?
Sydney.
Sydney!
This is suicide.
I don't think it is.
What exactly is your exit strategy here,
politely asking sloane to let you out of SD-6?
Based on sloane's behavior toward me --
protecting me at donati park,
assaulting rusik to get me to talk --
sloane answers to people --
people who don't know or care about you.
If he lets you go,
those people will eliminate him and you.
Cole?
Those people sloane works for, the alliance --
if they believe you've abandoned them,
they will kill anyone they think you've talked to --
your roommate francie,
that reporter friend of yours, anyone.
Let me guess. You forgot the two sugars.
We have a physical breach.
Start lockdown procedure now.
Sure thing, arvin.
Whatever you say.
I felt this way before I learned about my mother.
This life has to stop.
Dead.
But a blackout wouldn't shut down security.
Tippin.
Go to your desk.
I'm off the story.
Leave the bathroom and go to your desk.
Will tippin's office.
Um, yeah, he's right here.
Some guy -- totally nasal.
Clips on the housing story.
Litvack wants 2,000 words by noon tomorrow.
Hello?
There is something inside the envelope
that will make mcneil talk.
I don't want to make him talk.
You said you didn't scare easily.
Well, if you're so brave, how about losing
the voice box and telling me your name?
Don't call me again.
Five minutes ahead.
Get 'em wrapped up, baby!
Chopper, secure the elevator.
You got the scanning room door codes?
Got it.
You've got to stay down.
You jammin'?
I'm jammin'.
Want to get a pizza? That new place?
Uh, no, thanks.
Sydney wants to quit SD-6...
Which she knows she just can't do.
It's a weird thing, you know,
when you're learning how your father died.
It's always been this intellectual idea
I had -- knowing he died,
just not having any details.
You really want some space,
or are you and I going to get drunk?
'Cause there's this bar.
You won't even remember it tomorrow.
Hey.
What a day, huh?
Why do you say that?
Come on, Bristow's mom, your dad --
it's not like a secret around here.
Vaughn, that really sucks.
Well put. You know what I think?
Barnett's gonna be good for you.
I'm not seeing barnett.
Oh, yeah, you are. She wants to see you.
I mean, come on. You're Bristow's handler,
you find out her mom killed your dad.
She's a shrink. She lives for crisis management.
I think she'll be good for you.
I like thick crust...
In case you wanted me to come.
Oh, hey, we don't.
Did you know about barnett?
Still can't get a signal.
Whoever's doing that could be jamming the frequencies.
Emergency lockdown procedures.
The elevator is returning to SD-6.
The doors will automatically open.
Elevator secure.
The advantages of high-level clearance.
Let's go.
How could k-directorate
overpower 50 trained agents?
If k-directorate attacks SD-6,
they know SD-6 will return the favor.
This team that's invaded SD-6
isn't working with any organization we know.
My guess is they're working for a group
clearly unpredictable
and dangerous.
Hand me that cable.
Now plug it in.
There are 600 cameras hidden throughout SD-6.
Oh, my God.
Look at that hardware.
Latest military spec.
Extended magazines, compensators, laser sights.
I see four.
There's a fifth.
I want to talk to you. That's the sick part.
Catch up and stuff.
You know, so much has happened these last five years.
This place -- it hasn't changed.
But you --
you look...
Older.
But that's good.
Your hair...
Looks good.
You know what the worst part is?
Being left for dead in grozny, arvin?
Well, you're going to learn the worst part.
But another part that sucks
is seeing guys you worked with --
guys you thought were tougher than deer jerky --
tortured to death.
That's no good.
The most ironical part for me
is we did the damn job.
We blew that pipeline to hell first night we landed.
But you know me, arvin.
Do you know this guy? I know the operation.
Sloane in '96 sent a team to chechnya
to destroy the shelhemil pipeline.
There were complications.
The team was captured by the Russians.
And if that chopper had have been
where the hell you know it should have been,
my whole life
would have taken a different direction.
What do you want?
I got this really kick-ass new job.
See, I'm working
for this gentleman they call "the man,"
and you will learn about the man.
What the man wants
is a certain little something-something
you got in the SD-6 vault.
Well, you initiated lockdown.
Not only is the vault secure,
the vault access room is locked now, too.
Well, don't worry about the vault access room.
We're taking care of that.
What I need is the combination to the vault.
Not a chance.
That's cool.
You still got that room downstairs, right?
The conversation room?
That's what you used to call it, right?
The torture rooms -- like you really got to admit
what the hell it is you're doing down there.
So, arvin, let's go to the conversation room.
Check this out. Yeah?
People victimized by a developer
who's using his political connections
to have their homes condemned by the city.
Now, we go in, shed a little light on the subject,
protect the little guy, and no one gets hurt.
I'm going to go interview the developer right now.
So no more mcneil?
Nope.
Hmm. Interesting.
Hi.
Michael Vaughn. We've met.
I remember. Judy barnett.
Have a seat.
Thanks.
You got my voice mail?
Yeah, yeah.
I just want you to know I've got nothing against shrinks.
Well, good.
But I-I think this might be a waste of time.
You wanted to see me because we've learned
that Sydney Bristow's mother was a kgb operative
who killed my father, among others.
Yes.
Which is not ideal news, obviously,
and, yes, it's emotional,
but I already knew he was killed,
and it happened almost 20 years ago, you know,
so I really don't think I require crisis management.
There's -- there's no crisis.
Everything you say to me I will keep confidential.
Okay.
I wanted to talk to you
about your relationship with Ms. Bristow.
How often do you meet with Sydney?
Uh, a couple times a week --
three or four, sometimes.
Only about operations.
Uh...
We have met on occasion
when Sydney wanted to talk to me
about what was happening within SD-6
or regarding her father when she believed
he was a kgb agent and not her mother.
You and Sydney have a friendship.
She needs someone to talk to.
I think you'd appreciate that.
I'm the only person she can confide in.
So you feel that your relationship
with Ms. Bristow is fully appropriate,
that it falls within the guidelines
of agent and handler.
What are you asking me?
I have gotten some reports about your behavior recently.
Reports from who?
After the incident in Tuscany
when you sent in an extraction team
to protect Sydney, I've been following your work.
Mostly very good.
Thank you. That's very nice.
Did you purchase a Christmas present for agent Bristow?
Uh, I'm not familiar, Dr. barnett,
with the regulations preventing officers
from observing, with their co-workers,
a fairly widely recognized holiday such as Christmas.
May I ask you what the gift was?
I'd like you to tell me who's been reporting me.
I can't do that.
Then I'm just going to have to guess.
Endo, what's up? Where are we?
I need status.
Almost done drilling.
Then we'll start packing explosives.
Those other two -- where the hell did they go?
We should be in the vault within 10 minutes.
10 minutes. What are they going for in the vault?
Could be anything.
Sloane was planning on sending you to Taiwan.
Do you know about that?
Ftl acquired some scud launchers.
He wants me to scramble their launch codes.
Marshall is working on a scrambling device
for that op. Have you seen it?
He showed it to me last week.
What does it look like? Why?
Sloane must have activated the emergency failsafe.
There are 500 pounds of c-4 strategically placed
within the substructure of this building.
Opening the vault will trigger that c-4.
All underground levels will collapse,
burying any evidence
that the Los Angeles cell of SD-6 ever existed.
You want to scramble the vault codes.
Can you see the scrambler in Marshall's office?
There.
It's that compact on his desk.
It's not far from the air vent,
but getting into his office is too much of a risk.
So, then...
So then we fish for it.
They took us to their base
in hankala,
and after 38 straight days of beatings,
they finally got around to interrogating me.
They took me into a room,
they tied me to a chair,
and they asked me questions about islamic rebels.
They wanted to know where they were keeping Russian p.O.W.S,
and I told them, "I'm just a kid from redondo beach
"running black ops for Uncle Sam.
Get it? I'm an American citizen."
Well, that senior Russian officer --
he didn't want any piece of that kind of action.
He had the kgb contact Langley
through both front and back channels.
CIA claimed they never heard of me.
They denied all knowledge
of any operative by the name of mckenas Cole.
So when that Russian got off the phone,
he was so pissed.
He was so insane with rage.
That was when he showed me this.
Baby?
Watch the security feeds.
If I'm caught, get out of the building
through the elevator shaft as fast as you can.
Dad, wait. You're not doing this.
Of course I am. What are you talking about? No, you're not.
You're going to have to crawl through a maze of air shafts,
get to Marshall's office, get the scrambler,
get to the vault room, and scramble the code
all in under 10 minutes.
I mean, no offense, but, dad, I am doing this.
You'll have to find your way to the vault.
And use the scrambler, and stay low.
Dad, I know how to use the scrambler.
I can't believe, of all things, we're saving SD-6.
Want to see what's inside?
I know you do.
I'll open it.
Want me to?
You're going to give me
the combination to the SD-6 vault,
and if you don't, I'm going to open this box,
and, arvin,
trust me when I tell you
you do not want me
to open this box.
Will tippin?
Yeah.
Oh, thank God.
You're, like, the third guy I've introduced myself to.
Maitre d's starting to give me an evil look.
Uh, I'm sorry.
Are you with Carla d'angelo's office?
Who?
Car-- the developer.
The woman I'm supposed to meet here.
On my voice mail, you said you were
working on a story about my dad.
About your -- about your dad?
Yeah. David mcneil?
I, uh...
I never called you.
Now, I don't know what you know --
what happened with my father? I know everything.
Yeah, well, we -- we never talked.
Okay, maybe, but we're talking now.
No, no, this right here -- this never happened.
Look, your dad, I don't -- I don't know him.
He seems like a good guy.
He is. He's the best.
Yeah, well, I think he knows what's best, too,
and believe me when I tell you this --
he does not want you and I talking.
Well, then, who does?
Goodbye.
What the hell is your problem, blackie?
Reporting me to barnett?
I don't have a problem.
I told you, you have the problem.
I'm looking out for the good of the agency.
Yeah? Then you should quit. Stay out of my way.
Did it make you feel better about yourself,
telling barnett I got Sydney a Christmas gift?
You're too emotionally attached to that woman.
About being emotionally attached to a woman.
I think your judgment's impaired. I think I'm going to kick your ass.
You're out of line. No, you know what? You're out of line.
You stay the hell out of my operations. You understand?
Who's out of control, Vaughn? Me?
Hey!
Did you see that? Did everyone see that?
That's what I'm talking about.
No, come on.
Explosives in place. Activating detonator.
We're in.
Excellent!
All right, arvin, here's the deal.
We are in the vault room.
Two things --
one --
you don't give us the codes,
we got the tech to get in anyway.
It'll just take a while.
And two --
you give us the codes, I won't have to open the box,
which would be really excellent for you.
I can't be the first person to have difficulty
taking you seriously, can I?
Well, while that was a moderately clever retort,
I'm the man holding the box.
Have you ever regretted being born?
That's a pretty...
Heavy thing to experience...
Regret of having emerged from your mother's womb.
I mean, I've had some dark days,
but nothing close to regretting the day I was born,
until I met...
Needles of fire.
No, Sydney, don't. Don't.
Come on.
Good. Good.
Ahem.
Hey, we need some help here.
This guy's having a seizure.
Where the hell are you?
I heard something back there.
I'm gonna go and check it out.
Um, excuse me.
As luck would have it, I'm feeling kind of
a Stockholm syndrome thing happening right now --
there's this little cajun food place
in abita Springs, Louisiana.
It's called rockamore's.
You know what they're famous for?
Making people cry.
You know what makes them cry?
The hot sauce.
No one knows how they get that crap so hot.
Legend has it
that the devil comes by once a month
and spits in their frying pan.
Point being
the hot sauce at rockamore's
is like a Fluffy vanilla ice cream cone
when compared to what's in these.
Each one is like you took a bag of red jalapeños,
threw them in a blender,
and used them for an enema.
And, arvin,
you're about to get to know them.
These needles --
they're a whole lot of no fun.
You have to have a pen.
Hey.
I know you said you don't want to talk, but just --
I want to. I just don't think that we should, that's all.
Fine. Whatever. Then just listen, please.
What I said before about knowing everything --
that's not true, okay?
I don't know what SD-6 is,
and I don't know why the people
who are a part of it destroyed my life.
All I do know
is that they killed my mother
and framed my father.
Every time I say that, it's like,
do people really exist who do things like that?
And if they do, isn't it, like,
our obligation to do something about it?
Not if doing it's going to make more innocent people get hurt.
Which is why I'm here.
See, I know my dad won't talk because he's afraid
that something bad will happen to me if he does.
Yeah.
Robert stoller, my godfather --
he knows some people who can send me away
somewhere where they're never going to find me,
and I'll be safe,
so my dad won't have to be afraid anymore.
I'm going to go away now, tomorrow,
whenever I know that someone is fighting for my father.
So please...
If you can,
just help my father.
Please.
8, 5,
9, and 3.
And 3.
Now, it takes the powder a few minutes to kick in.
I can always take it out.
So, arvin, why don't you give us the real combination?
Where are you?
3.
Access denied. Sloane!
Target out of range.
Go get 'em.