Sydney finds herself face-to-face with her mother, whose intentions for her daughter are made chillingly clear. Meanwhile, Sydney continues her search for Vaughn, not knowing if he is dead or alive after being swept away by a wall of water in Taipei. Will's life is forever changed when he learns the truth about SD-6 and Sydney's life as a double agent. Marcus Dixon must decide whether or not to inform Sloane of Sydney's suspicious activities.

International titles

• German: Wahrheit braucht Zeit (Truth Takes Time)
• Italian: Entra il nemico (The Enemy Enters)
• French: Ennemie intime (Close enemy)
• Spanish: Entra el enemigo (The Enemy Enters)

Sydney must decide whether her mother's goodwill gesture was sincere or an attempt to kill her. Will witnesses Francie discussing her restaurant plans with a man whose affiliations are questionable, and Sloane is made a full partner in the malevolent Alliance of Twelve.

Note

• The song playing in the background after Sydney returned to the CIA is "Shelter from the Storm" by Bob Dylan.

International titles

• German: Erpressung (Blackmail)
• Italian: Fiducia (Confidence)
• French: Confiance aveugle (Blind trust)
• Spanish: Confía en mí (Trust Me)

Sydney must outwit Sark in order to find a crucial piece of intel. Meanwhile, Jack faces Irina for the first time in almost 20 years. Will finally meets Vaughn and Sloane is haunted by his wife's death. Sloane, who drinks only water is seen drinking whiskey in his office. We are told that Emily's garden is dead but Sloane finds it in full bloom.

International titles

• German: Musik aus dem Eis (Ice Music)
• Italian: Cifre (Figures)
• French: Code secret (Secret code)

Sydney's dealings with her mother lead Jack to take drastic measures to ensure his daughter's safety. Meanwhile Will is confronted by a mysterious woman about resurrecting his story on SD-6.

International titles

• German: Bewährungsproben (Practical Tests)
• Italian: Bugie (Lies)
• French: Eaux troublés (Murky waters)

Sydney discovers a terrifying secret when she's sent on a case to track down a new generation of weapons. Meanwhile, Vaughn suspects Jack of setting up Irina to take a fall. Sloane tells Jack the truth about Emily's death.

Notes

• OpTech: The optech for this episode is a tube of lip gloss that is a miniature camera with a compressed air injector that can shoot and place three cameras like darts.
• The song playing in the background when Sydney confronts Jack about being programmed is "River" by Joni Mitchell (replaced by "The Road to my Family" by Sheree Plett in the Netflix version).

International titles

• German: Projekt Weihnachten (Project Christmas)
• Italian: Il puzzle (The Puzzle)
• French: Nouvelle génération (New generation)

Sydney's trust in her father begins to fade. Meanwhile, Sydney and Vaughn may have been exposed to a deadly virus while in Taipei. Sloane, haunted by Emily's death, begins to unravel. Vaughn enlists Will to help research a case.

Notes

OpTech: The OpTech for this show is a briefcase that pumps anesthesia into the operating room where Jack is supposedly getting a kidney transplant from Sydney. In addition, Sydney and Jack have an "antidote" to the anaesthesia they are being given.

International titles

• German: Virus
• Italian: Salvezza (Salvation)
• French: Haute trahison (High treason)

Sydney races to find a cure for Vaughn, but in order to find the antidote, Sydney must make a deal with Sark that could endanger Sloane's life. Meanwhile, Will continues his research for Vaughn and discovers some disturbing inconsistencies involving 20-year-old standardized IQ tests. Sydney finds out that Vaughn has a girlfriend.

Notes

• On her mission to find a cure for Vaughn, Sydney is issued a Heckler & Koch P11 like the one Lara Croft carried in Tomb Raider: The Cradle of Life.
• The hospital that Sydney and her father go to get the transplant is the same hospital used in another ABC drama, Grey's Anatomy
• The song playing when Vaughn wakes up next to Jack is "I Grieve" by Peter Gabriel (replaced by "Human" by Civil Twilight on Netflix).
• The song playing in the background when Vaughn goes after Sydney to try to explain is "I Shall Believe" by Sheryl Crow (replaced by "With Wings" by Amy Stroup on Netflix).

International titles

• German: Kollaboration (Collaboration)
• Italian: L'antidoto (The Antidote)
• French: Dangereuse alliance (Dangerous alliance)

Sydney, Jack and Irina must put aside their differences and go undercover as a loving family in order to seize six nuclear warheads from an abandoned facility in Kashmir. Meanwhile, Sloane announces to a suspicious staff that Sark will be working with SD-6, and later he is contacted by an unknown group claiming that Emily is still alive.

International titles

• German: Hafturlaub, Teil 1 (On Parole, Part 1)
• Italian: Passagio - Parte prima (Passage, First Part)
• French: Double jeu, première partie (Double dealing, part 1)

Sydney and Jack continue on a mission to take control of six nuclear warheads. Irina meets up with Gerard Cuvee and we discover where Irina's loyalties lie. Meanwhile, Sloane informs the Alliance that Emily may still be alive.

International titles

• German: Hafturlaub, Teil 2 (On Parole, Part 2)
• Italian: Passagio - Parte seconda (Passage, Second Part)
• French: Double jeu, deuxième partie (Double dealing, part 2)

Jack meets Alliance counterintelligence head Ariana Kane, who is sent in to investigate Emily's disappearance and to discover who is trying to blackmail Sloane. Meanwhile, Marshall is sent on his first mission with Sydney as his partner.Vaughn schedules Will to take a CIA psych test. Francie gets suspicious over Sydney and Will's secretive behavior.

• Ariana Kane is portrayed by special guest star Faye Dunaway

International titles

• German: Außendienst (In the Field)
• Italian: Il rapimento (The Abduction)
• French: Désigné coupable (Found guilty)

After completing his first mission with Sydney, Marshall's life is placed in mortal danger. Meanwhile, Ariana Kane suspects Jack as being the prime suspect in the disappearance of Sloane's wife. Vaughn learns the truth about Jack's involvement in the murder of CIA agent Haladki and Sydney confides in Francie about her feelings for a fellow co-worker.

• Ariana Kane is portrayed by special guest star Faye Dunaway

International titles

• German: Echelon
• Italian: Echelon
• French: Sables mouvants (Quicksand)

While Alliance counterintelligence head Ariana Kane tracks Sydney in order to catch her fugitive father, Jack elicits Irina's help in finding Sloane's blackmailer. Meanwhile, Sydney and Vaughn risk exposing their covers to SD-6 when they share a romantic dinner together while on a case in France.

• Ariana Kane is portrayed by special guest star Faye Dunaway

International titles

• German: Davongekommen (Off The Hook)
• Italian: La fuga (The Escape)
• French: Maître chanteur (Blackmailer)

Sydney and Jack are confronted by the new director of SD-6, one Geiger, who replaces Sloane, whose whereabouts and intentions are unknown. Sydney learns of information that could destroy SD-6 and shut down the Alliance. Francie is killed by what looks like her doppelganger.

Notes

• This episode originally aired after Super Bowl XXXVII on ABC
• Despite earning critical acclaim from USA Today^[14] and attracting the largest audience of the series with 17.4 million viewers,^[15] this episode retained just 19 percent^[15] of the Super Bowl XXXVII audience and has the dubious distinction of earning the lowest overall ratings for a program airing after a Super Bowl since at least 1987^[15] and the lowest rating ever (8.3 rating) in the age 18-49 demographic for a post-Super Bowl program.^[15] Much of this can be attributed to the fact that the episode didn't air until 11 p.m. on the East Coast, which also meant it was not eligible for the week's list of top primetime shows ranked by Nielsen Media Research and thus, the episode's viewership numbers were not factored in the series' overall 2002-2003 season average. This late slot was partially due to a decision to include a Bon Jovi performance in the post-game show.^[16]
• Geiger is portrayed by special guest star Rutger Hauer
• This episode features the death of Francie Calfo and the introduction of her doppelgänger Allison Doren, both portrayed by contract player Merrin Dungey.
• The song playing in the background in the opening scene featuring Sydney undercover in sexy lingerie is "Back in Black" by AC/DC.

International titles

• German: Phase Eins (Phase One)
• Italian: Fase Uno (Phase One)
• French: Phase un (Phase one)

Sydney, Vaughn and Jack must determine whether CIA agent Lennox is who he says he is after his deep cover mission is compromised in Berlin. It is discovered that an agency has built a machine capable of replicating a human being's appearance. In this case, there are two agents Lennox at large and Sydney must discover which one is the real one and which one is fake. It is hinted that the machine has been used before to replicate someone else this way (Francie).

Notes

• Lennox is portrayed by special guest star Ethan Hawke.
• The song "Moving in Stereo" by The Cars plays as Sydney emerges from a swimming pool and wraps a towel around herself. This an allusion to / parody of an iconic scene from Fast Times at Ridgemont High.
• The song playing in the background while Sydney cooks for Vaughn is "God Put a Smile on Upon Your Face" by Coldplay (replaced by "To Have" by San.Drine on Netflix).

International titles

• German: Doppelter Agent (Doubled Agent)
• Italian: Duplicazione (Duplication)
• French: Trompe l'oeil (Trick of the Eye)

Sydney must make a life-defining decision regarding her future with CIA, while Sloane re-emerges and continues his obsessive quest to piece together the mysterious Rambaldi artifacts—with the reluctant aid of a kidnapped scientist named Neil Caplan. Meanwhile, Dixon's marriage is put to the test after he tells his wife the truth about his occupation.

Notes

• Neil Caplan is portrayed by special guest star Christian Slater.

International titles

• German: Freier Agent (Free Agent)
• Italian: Un agente libero (A Free Agent)
• French: Électron libre (Free electron)

This is the episode in which it is revealed what some of Rambaldi's mysterious artifacts really are: the pieces to build a reusable neutron bomb in the 15th century. Sloane is the one who controls it. Meanwhile, Vaughn begs Dixon to aid the CIA in rescuing Sydney, Will is called upon to participate in a crucial CIA briefing session, and Sydney notices that something with Francie is not quite right.

Notes

• The song playing in the background while Sydney is in the bath at the end is "Freedom" by David Gray.(replaced with "This Time Tomorrow" by Trent Dabbs on Netflix)

International titles

• German: Höllenfeuer (Hell Fire)
• Italian: Bomba di fuoco (Firebomb)
• French: Jugement Dernier (Last Judgment)

Sydney begins to question where Vaughn's allegiances lie when she learns through CIA Agent Yaeger that he is under investigation. Meanwhile Irina and another crucial Rambaldi manuscript—this one about the secret of eternal life—are used as bait to try to catch Sloane. It turns out Vaughn had only been investigating Irina through his own means because the Agency was slow and he wanted to see if he could catch her in a lie or discover additional information. Sydney also welcomes Dixon to the CIA.

Notes

• Agent Yaeger's surname is a transcription of the common German surname Jäger, which is the German word for hunter. He is portrayed by special guest star Richard Lewis. In his scenes, he is actually reading his lines off of "documents" in front of him on his desk. Lewis is one of two Curb Your Enthusiasm references in this episode; the other is the Toyota Prius Sydney drives towards the end of the episode.

International titles

• German: Kehrtwendung (U-turn)
• Italian: Una svolta nel buio (A Turn in the Dark)
• French: Talon d'Achille (Achilles' heel)

Sydney faces off with her mother, while Emily must decide whether to side with her husband or betray him.

International titles

• German: Bittere Erkenntnis (Bitter Realization)
• Italian: La verità ha bisogno di tempo (Truth Takes Time)
• French: Liens sacrés (Sacred ties)

Sydney defies her father in her attempt to rescue kidnapped scientist Neil Caplan, while Sloane, seeking revenge for the assassination of his wife orders that Dixon's wife be taken out. Meanwhile, Allison in the guise of Francie manipulates an unsuspecting Will for his agency connections.

Notes

• Neil Caplan is portrayed by special guest star Christian Slater.

International titles

• German: Endspiel (Endgame)
• Italian: Fine del gioco (End of the Game)
• French: Roulette russe (Russian roulette)

A Rambaldi manuscript prophesizes that an apocalyptic event involving a heart will soon take place. An agent is sent after one man in Panama in order to steal his heart. Dixon's grief leads Vaughn and agency psychologist Dr. Barnett to question his intentions, as his thirst for revenge on Sloane intensifies. Meanwhile Sloane receives a life-changing revelation from a mysterious monk in Nepal, Sydney and Dixon hunt for the killer who stole the heart from his victim.

Notes

• The Nepalese monk is portrayed by special guest star David Carradine.
• The agent sent to retrieve the human heart of the man in Panama is portrayed by special guest star Danny Trejo.

International titles

• German: Countdown
• Italian: Conto alla rovescia (Countdown)
• French: 48 heures (48 hours)

Sydney begins to question Will's identity when he's arrested for espionage, under suspicion of being a double. Meanwhile Sark and Irina plot to recover the Di Regno heart, and Sloane makes Jack a business proposal.

International titles

• German: Zweites Double (Second Double)
• Italian: Il secondo duplicato (The Second Double)
• French: Faux amis (False friends)

Sydney confronts her mother, who reveals her true motivation. Sloane, for his part, begins to execute his new grand plan, Will struggles to figure out who's behind his set-up. Sydney and Allison have a vicious confrontation, which in turn leads to a starling revelation by Vaughn to Sydney!

In 2009, TV Guide ranked this episode #84 on its list of the 100 Greatest Episodes.^[25]

International titles

• German: Il dire
• Italian: Il dire
• French: Risque maximum (Maximum risk)
• Portuguese (Brazil): A Narração (The Telling)