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(Dark. Sydney, with red hair and heavy eye make-up, has her head forced under water. We see her eyes bulging, silently screaming underwater. Someone pulls her up. Two armed men throw her on the ground. Sydney coughs, soaked. They walk up to her and yell at her in Chinese. She answers back, still coughing, her head pressed to the ground. She speaks Chinese. They pick her up by her flaming red hair and throw her on a chair. They speak to her in Chinese again. They slap her. They take her arms and handcuff her to the back of the chair. She stares at the door ahead, knowing someone's coming. She breathes heavily, soaking wet.)

(Cut to the same door... but an elderly professor enters. He looks at the crowd of students. Three are left, among them is Sydney. Dressed normally, brown hair. She's quickly writing. The professor walks down the aisle as the two other students give him their papers. He walks up to Sydney. She's still writing.)

PROFESSOR: Sydney. Time's up. SYDNEY: Okay, then. (still writing) I'll... just... finish... my little... essay. Thank you.

(She finishes and gives it to him.)

(Outside. Afternoon, sunny out. Sydney and a guy - Danny, dressed in a doctor/lab coat - walk together across campus.)

SYDNEY: So, I'm pretty sure I got a "D." DANNY: You didn't get a "D." SYDNEY: I think I got, like, a sixty-four. DANNY: You've never gotten a "D." SYDNEY: I've gotten a "D"! DANNY: (amused) When? SYDNEY: High school. Home ec. DANNY: What did you do? Oh, did you embroider something on a T-shirt...? SYDNEY: Sweatshirt. It was the assignment. DANNY: What, it was obscene? Something with the teacher. SYDNEY: He was a sexist pig. I deserved a scholarship for that. DANNY: (rifling through his bag) Hold on a sec.

(They stop walking.)

SYDNEY: This time I deserved a "D." I didn't prepare. I didn't have enough time.

(Danny is crouched on the ground, going through his bag.)

DANNY: We've had this conversation. Quit the bank, the part time thing isn't working. SYDNEY: What are you doing? DANNY: I've got a double shift again... SYDNEY: (crouches beside him) Did you get the Dave Matthews Band tickets? DANNY: (smiling) Would you stand up, please?

(She does.)

DANNY: I wanted to wait. Maybe do it on the weekend, but I couldn't. SYDNEY: What's going on? DANNY: Remember our first date? The bowling alley? The loud guy? SYDNEY: Oh, God... DANNY: (starts singing) Build me up buttercup baby, then you bring me down! And mess me around, and then worst of all! You never call, baby, when you say you will! But I love you still, I need you! More than anyone, darling! I know I'm yours from the start... so build me up buttercup, don't break my heart!

(The bells ring in the background.)

DANNY: (to bells) Shut up! (he takes out a black box) Sydney... I can't tell you how much I hope you marry me. Probably a better time, isn't it? SYDNEY: (crouches beside him) Yes.

(They kiss.)

SYDNEY: Yes... DANNY: I love you.

(Sydney's house.)

FRANCIE: I know, I cry at every damn thing! Hold on. Oh, let me see it again. Oh, honey, it's beautiful! SYDNEY: I know. I'm getting married! FRANCIE: You're getting married!

(They hug.)

(Inside the house. Francie gets something to eat while Sydney sits down.)

FRANCIE: So, did you tell Will yet? SYDNEY: Meeting him at the track after the bank. Do you want to come? FRANCIE: No thanks. I've got three hundred orthopedic surgeons to feed and no desire to exercise. What about your dad? SYDNEY: Haven't told him yet. I don't want him to ruin this... not this. You know? FRANCIE: Yes, I know. Your mother would be so happy for you. SYDNEY: (smiles) She would. Maybe I should call my dad... I mean, he is my dad. FRANCIE: You are schizophrenic! Just remind yourself, unless you're talking about importing airplane parts, that man's got nothing to say. Let him find out when he gets the invitation. SYDNEY: It's exporting airplane parts. (pause) He already knows. Danny called him to ask permission. FRANCIE: Danny called your dad? SYDNEY: Mmm hmm. FRANCIE: And how did that go?

(At a hospital, Danny goes to a payphone and dials. In a posh looking office, Jack Bristow answers the phone.)

MR. BRISTOW: Yeah. DANNY: Mr. Bristow? MR. BRISTOW: Yes. DANNY: Hi. It's Danny Hecht. (no response) Sydney's boyfriend. MR. BRISTOW: Is Sydney all right? DANNY: Oh, yes, she's fine. Nothing to worry about. I'm calling because I'm planning on asking Sydney to marry me and... I was hoping to get your approval. MR. BRISTOW: Danny, let me ask you a question. DANNY: Sure. MR. BRISTOW: How well do you know my daughter? DANNY: Um, we've been dating for two years... MR. BRISTOW: Because if you feel the need to ask me about this scenario, I have a sense you don't know Sydney at all. DANNY: Sir, I love your daughter and I want to marry her. That's why I'm calling. MR. BRISTOW: First of all, Danny, the truth is this is just a courtesy call. Like when you say to your neighbor, "We're having a loud party on Saturday night if that's all right with you." What you really mean is, "We're having a loud party on Saturday night." DANNY: Mr. Bristow-- MR. BRISTOW: Sydney doesn't give a damn what my opinion is. What interests me is that you do. DANNY: It's just a custom to call the father, that's all this is-- MR. BRISTOW: Well, then, I'll tell you what. I may become your father-in-law, that's just fine. But I will not be used as part of a charming little anecdote you tell your friends at cocktail parties so they can see what a quaint, old-fashioned guy Danny really is. Are we clear? DANNY: Yes, sir... MR. BRISTOW: Good. Then welcome to the family.

(He hangs up. Dazed, Danny walks away from the payphone, shaking his head slightly.)

(Sydney walks down a street, dressed in a black suit. She goes into a building called Credit Dauphine. Inside she gets in an elevator where a man is waiting.)

SYDNEY: Hey. AGENT: You're late.

(A delivery boy runs up to take the elevator too.)

AGENT: Sorry. Executive elevator. BOY: Oh, come on, man. Drop me off at twelve.

(The agent moves his coat, showing the holster of a gun.)

BOY: All right, damn.

(The boy leaves. The elevator doors close.)

SYDNEY: Zachary feeling better? AGENT: Much, yeah. Thanks.

(With her hands folded behind her back, Sydney takes off her engagement ring.)

(The elevator dings. Sydney gets off and enters a completely white room.)

SYDNEY: See ya.

(The elevator doors close. Sydney stands in the center of the white room. A flash of red illuminates the room. She waits for it to return to white and goes through the door. She continues on. She walks in a room, where men in black suits are everywhere. She keeps walking through, enters a room where phones and desks are scattered. Men in suits are on the phones. She stops at a desk where Dixon and some nearby agents are all on the phones. Dixon speaks in the headset while Sydney looks through a file. He hangs up.)

DIXON: God, I hate this. SYDNEY: I was just saying it's only Ramadan. DIXON: No, not my case work. These new headsets, keep pinching my ear. SYDNEY: Oh, give it to me. Any word from Decklin? (fixes it) DIXON: Not since Teheran. I keep telling myself he's just fine. You know, he's done this before. Disappeared for days like this. What's going on with you? SYDNEY: Nothing. Why? DIXON: You're, like... you've got a glow. SYDNEY: I don't have a glow. DIXON: Yeah, look at that! SYDNEY: Here. (gives the headset back) Come on. Sloane's waiting. There's no glow!

(Sydney starts to walk away.)

DIXON: (to nearby agent) Is she glowing? YOUNG AGENT: Big time. DIXON: You hear that? (Sydney throws her arms up in the air, he puts his headset on) Yes, better. Good.

(Inside a conference room Sloane, Marshall, Dixon and Sydney sit at a long table. In front of each chair there's a slanted computer screen where the dossier is shown. Sloane paces and talks.)

SLOANE: Vascar Mueller was killed last month. He was riding a moped through Berlin and was hit by an ambulance of all things. We've kept our eye on this guy for quite some time. He fancied himself as a modern day Alchemist. His IQ was recorded as one of the highest on the planet. DIXON: Then again, he was riding a moped. SLOANE: Between the multi-nationals, there was a frenzy to recover Mueller's notebook and experiment, but none were found. At least not by the west. Cultural affairs, building type A, north road, section two. This building is also an FTL cover station. We received word two weeks ago that one of Mueller's plans surfaced here. SYDNEY: Who is the mole? SLOANE: Antonio Quintero. This is his last transmission. Uplink was on the fifteenth. Brush past was scheduled for Tuesday. Quintero did not show.

(A diagram pops up on their screens.)

SYDNEY: What is that, hiredic? SLOANE: That's what I thought. It's demonic. Taking notes in ancient languages is just one of Mueller's quirks, apparently he had a few. DIXON: So, Quintero's been burned? SLOANE: We don't know. There's a race at a building sannes next Tuesday. You're flying to Taiwan on Monday. You're employed by Modear Plastics.

(He gives Dixon and Sydney their new passports and plane tickets.)

DIXON: Working for a manufacturing plant. SLOANE: Based on the notes, you'll case the building's east wing measurements, locks, IO, the whole nine. Locate the lab where the plans are being held and come home. That's all. No retrieval. We can't risk it. Okay, Marshall, you go.

(Marshall stands, excited.)

MARSHALL: Yeah, thank you. How's everyone? Good. All right. The first thing I have here (pulls out a lighter) is a well, looks like a lighter. Right? It's something that you would light your cigarettes with, or cigar. But actually it's an RF scrambler. It disrupts any video for a four hundred and twenty yard radius. So, if I were to hit this switch right here the whole block would be in a complete panic. So, what the hell, right? (hits the switch, the screens scramble) See? Everyone's totally freaking out. What's going on with my computer, it's not... My DVD is not working! (hits the switch) And we're back. Okay. Now, I got a twenty volt shell in here, so you only get four minutes of a charge. So, you want to get in and do your thing and get out. Four minutes and two seconds and you're screwed. Okay. The other thing I got is... you're going to like this... something that I'm really excited about. (takes out a lipstick) Looks like a lipstick. You know, something that you would be for your lips, in a woman's refresh... but this is the amazing thing. It actually takes pictures, and it measures space in three axis from one vantage point. It assembles images based on GPS and creates a centimeter accurate blue print of a building. It's got a camera and a short pulse laser, plus a grid analyzer and I got it to forty-two snaps right now. But I want to get it to forty-seven because... that's a prime number. Heh. (sits) SLOANE: Well. You might think this is a simple reconnaissance op, but until we find out what happened to Quintero, we need to assume that the enemy is waiting so I want you to do us one favor. Come back.

(Track. Sydney runs, breathing hard. She comes to a stop with Will behind her.)

WILL: Good run. SYDNEY: Thanks. So, where were you last night? I called you. WILL: Oh, yeah. I don't want to talk about it. (beat) My sister set me up on a blind date. SYDNEY: Was it good? WILL: For the date, it was. Yes. SYDNEY: You didn't like her? WILL: I didn't mind her so much. I don't like my sister anymore. That's the problem, having siblings live with you. They try to get you to meet people that you aren't supposed to meet in real life. SYDNEY: Why was the date so bad? WILL: Her favorite movie of all time. You ready for this? "Pretty Woman." SYDNEY: So? I'm sure that's a lot of people's favorite movie. WILL: Yeah, that's probably true. Congratulations. But of all time?

(He gives her a bottle of water.)

SYDNEY: Thanks. WILL: That includes, like, well, any other movie ever made. All of them! Did you see "Lawrence of Arabia" is playing at The Gypsim tonight? SYDNEY: Yeah, I did. WILL: You want to go? SYDNEY: I would love to, but... WILL: Well, Danny's working late tonight, right? SYDNEY: I'm taking him to dinner at the hospital. WILL: Take him to a late one. How about on Thursday? SYDNEY: We're getting married.

(Will stops. He's stunned.)

WILL: Wait a minute. You're wearing a--you're wearing a ring. I didn't even see it. That's... congratulations. SYDNEY: Thanks. WILL: You want to get a couple more laps? SYDNEY: I don't think so... WILL: Okay. Because I'm going to get a couple.

(He starts running again, bothered.)

(Danny's apartment. Sydney is studying on the couch while Danny is at the table behind. She looks up at him, smiles. He gets up, puts her book on the ground, crawls over the back of the couch so he's on top of her. She giggles. They kiss.)

DANNY: I called Todd. They haven't rented that place yet, if you want to go look at it.

(He moves down, unbuttons her shirt and starts kissing her stomach.)

DANNY: It's impossible, isn't it? One day there's going to be a baby in there. My patients would love that, knowing that their doctor still can't believe women can get pregnant.

(Sydney's face freezes. She sits up, takes his hand and starts walking. She stops at the stereo and turns up the music really loud.)

(In the bathroom, Sydney takes off her shirt.)

SYDNEY: Get undressed.

(He strips.)

(In the shower, Sydney waits. He enters. He smiles at her and moves in for a kiss but she stops him.)

SYDNEY: I work for the C.I.A.

(He laughs. She stares at him, serious.)

DANNY: (laughing) Sydney...

(He stops laughing when he sees she's serious.)

SYDNEY: I'm an operations officer for the C.I.A.

(Outside the shower, muffled shouting. Danny shouts at Sydney, she shouts back. He leaves the shower.)

(From earlier, the scene continues. Sydney, in her red hair, sits on the chair staring at the door. A man enters. She breathes heavily. He fills a syringe full of brown liquid while walking up to her. He squirts the syringe. Sydney whimpers. The door slams. They're trying to get the needle in her. The two armed men hold her down while the man tries to insert the needle in her arm. Sydney moves around, not staying still. Finally, the man gets it in. She whimpers and stares at him. Her eyes are getting droopy.)

SYDNEY: Augh...

(She closes her eyes. Her head falls back.)

(Flashback. Sydney, with really long hair, is sitting outside on campus doing school work. A man in a suit gives her a business card.)

SYDNEY: (voice over) During the fall of my freshman year, a man approached me. He told me that the U.S. government might be interested in talking to me about a job.

(In a library, Sydney is studying and takes out the card, looks at it.)

(At a phone booth, Sydney is holding the card and calls.)

SYDNEY: (V.O.) When I asked why me, all he told me is that I fit a profile. I didn't feel like I belonged anywhere. Even in college. And I needed the money anyway, so I met with him and they offered me a job.

(Present. Danny and Sydney are outside, in the middle of nowhere. Planes take off in the distance.)

DANNY: A job with the C.I.A.? SYDNEY: Not exactly. It's a job with a covert branch. DANNY: This is crazy! Okay, okay, so covert branch. Then what? SYDNEY: After the first month, I asked if I could test for agent training.

(Flashback to Sydney filling out the application and kickboxing with someone.)

SYDNEY: (V.O.) The test was easy. They said I was a natural. Maybe I was, because... I advanced too quickly.

(Flashback of Sydney shooting a gun at a practice target.)

(Back to present.)

SYDNEY: It was exciting. DANNY: This isn't real. SYDNEY: Danny... since my mother died, I always hoped I would find someone to give my life meaning. That person is you. I just met the agency first. I can't quit. DANNY: Sydney, I love you. But this... I just, I got to figure out what I'm thinking. SYDNEY: You can't tell anyone about this. About what I do. No one. Danny, I'm not kidding. DANNY: I got it. I need--I need to walk. I'll call you tonight.

(He turns.)

SYDNEY: I've got my trip. DANNY: San Diego. SYDNEY: I'll call you when I get back. DANNY: Be careful.

(He leaves.)

(On a plane, Sydney and Dixon sit together.)

DIXON: You know, Sloane doesn't like it. That you're still in grad school. SYDNEY: I know. He'd rather none of us have a life outside. I'm not giving it up. DIXON: You all right? SYDNEY: How long have you and Diane been married? DIXON: Eleven, no, twelve years. Damn. (laughs) SYDNEY: You love her? DIXON: Of course I do. SYDNEY: And you've never said a thing? DIXON: About what? SYDNEY: About what we do. DIXON: Diane's married to an investment analyst who loves his job. SYDNEY: And you don't... you don't feel like you're lying to her? DIXON: If there's one rule you don't break, that's the rule you don't break. SYDNEY: It must just get easier.

(In Taiwan. People get out of limos as photographers take pictures. Inside, people mingle while waiters roam. Orchestra plays. Dixon speaks Japanese to someone, smiles and moves across the room to find Sydney. She's wearing an elegant gown and talking Japanese to someone. Dixon joins them, she smiles and leaves. She puts her glass of champagne on the table and walks out. The man from the flashbacks of Sydney with red hair, watches as she leaves.)

(Cut to a bar. Danny is drunk and calling Sydney.)

ANSWERING MACHINE: (Sydney) Hey, this is Sydney! (Danny) And this is Danny. I don't live here. (Sydney giggles) Leave me a message and I'll call you back! (Danny) Thank you. She meant to say "Thank you." (Beep.)

DANNY: You're not there... I know you're not there. Or in San Diego.

(At the party, Dixon pretends to pass out, falling to the ground. Everyone crowds around him.)


DANNY: You could be anywhere, doing anything...

(At the party, Sydney runs in the hall and finds a guard. Pointing back to the party room she tells them about Dixon.)

(At the bar.)

DANNY: Which is the crux of the issue...

(At the party, Sydney sets her watch for four minutes and moves past the velvet rope. Dixon, in the party room, hits the lighter switch. Inside the control room, the video screens scramble.)

(At the bar.)

DANNY: Can I live like this, not knowing where or why, when?

(Running throughout the building, Sydney takes a picture and runs. Inside, Dixon drinks some champagne given to him.)

(At the bar.)

DANNY: Can I live in the dark? And the answer is... the only answer I came up with, Sydney, was... was yes. Sid, I don't care. The whole world's a nightmare anywhere. It's all dangerous. No matter what we do.

(Sydney runs down a hall and stops, sees two guards.)

(At the bar.)

DANNY: I couldn't live with myself, saying goodbye to you because of risk. All the risk.

(The answering machine at Sydney's records. Satellites outside, picking up everything Danny says.)

DANNY: The kids... that's something we have to talk about because I want kids. I love kids. But maybe there is a way out because people aren't spies forever.

(At a computer, a program records the phone call. Comparing voice print... a picture of Danny comes up on the screen. The man behind the computer picks up the phone and calls someone.)

DANNY: But sometimes people have to say they used to be spies. I miss you, Sid. Come home.

(Sydney runs down some stairs and tries to unlock a door. She takes the end off the heel of her shoe and it's a lock picking device. She looks at her watch.)

(Sloane's office. The phone rings.)

SLOANE: Yeah? Who? What else? Yeah, well, get me the audio right away. Yeah. (hangs up)

(Sydney picks the lock and opens the door. She walks in the lab and opens the cage. She takes a picture of it. She goes to run back to the party but she goes back in further to the lab to get better ones. She sees the instrument from the diagrams in Sloane's office. She takes a picture.)

(A doctor shines a light in Dixon's eyes. He looks at the watch. Eight seconds left.)

(Sydney runs up the stairs. Time's up. Video's back up. In the control room, a guard sees Sydney running and alerts the Man from earlier via walkie-talkie. Sydney comes up the stairs. The man is there.)

SYDNEY: I'm so lost. Oh, my God. I was looking for the bathroom. You know, there really should be signs in English. I don't know if you're in charge of that, but...

(He grabs her arm.)

MAN: This area is restricted. SYDNEY: Please. I was just going to the bathroom. Look, you don't know my boss, Ron, but if he found out that I'd been drinking and that I'd gotten in trouble, I swear to you, I will lose my job. I swear it. (fake crying)

(He lets her go.)

MAN: Rest room is this way. SYDNEY: Thank you. Bless your heart. I like your tie.

(Sloane's office. He has a file open on his desk. He closes it.)

SLOANE: We have a breach. It appears that Daniel Hecht has become aware of Sydney's affiliation with the agency.

(He slides the folder across the desk.)

SLOANE: You understand what that means?

(Sydney's father, sitting across from Sloane, opens the file.)

MR. BRISTOW: Yes. I understand. I appreciate you telling me yourself. SLOANE: I'm sorry, Jack. MR. BRISTOW: Don't be. You know me well enough. You know where my loyalty lies.

(Airport. Two agents walk up to Dixon.)

DIXON: Mr. Gonzales. AGENT GONZALES: Mr. Dixon. Where is Bristow? DIXON: Looking for this? (holds up camera) AGENT GONZALES: (takes it) Looking for her. Where is she? DIXON: She left me at the gate. AGENT GONZALES: Left you at the gate. DIXON: Said she was grabbing a taxi. Why, what's the problem?

(Sydney comes home. She opens the door.)

SYDNEY: Hey, I'm back, I--

(She stops. The entire apartment has been ransacked. Chairs are tipped over, books are on the floor. Paintings are tilted on the wall. It's a mess. Sydney stops. Her keys fall to the ground from her hand. She drops her bags and moves to the bathroom. She opens the door, peers inside... and sees Danny in the bathtub. Dead. Blood is splattered on the white porcelain. Sydney gasps and runs to the bathtub. She covers her mouth, leans in. She screams. She screams again. Covers her mouth, screams louder.)

(Out in the street, Sydney drives. She's crying, she's hysterical. She's covered in blood. She drives faster and comes to a screeching halt in front of the Credit Dauphine building. She climbs out of her vehicle and marches in. Inside the building, she has blood all over her shirt and face. She marches toward Sloane's office. She barges in and goes up to his desk.)

SYDNEY: What did you do? SLOANE: I might ask you the same question. Security section became aware of the breach and performed their function. You're familiar with the codes of conduct, Agent Bristow. You knew these codes apply to you, even if you put to risk the lives of every man and woman working in the agency.

(Sydney sits down and cries.)

SYDNEY: Danny wasn't a risk... he was--he was just a man. He was--he was a doctor, he was just-- SLOANE: You listen to me. Information about this agency must be treated like a virus. There is only one response to a virus, and that response is containment. You put us in a compromised situation, and even though I despise the countermeasure, we have--

(Sydney lunges at him. Grabbing him by the throat, she pushes him back on his desk.)

SYDNEY: Stop saying "we." Stop talking about the agency. You killed the man I love! SLOANE: No, Agent Bristow. You did.

(She stops, lets him go while choking down tears. She turns to the door.)

SYDNEY: Let me out. SLOANE: Sydney, I can't imagine how difficult this is for you. SYDNEY: Let... me... out. SLOANE: However, before you go anywhere, McCullough needs to see you. You see, you're a risk now, too. (Interrogation room. Sydney has electrodes on her head. Montage.) AGENT MCCULLOUGH: Are you an operative of SD-6? SYDNEY: Yes. AGENT MCCULLOUGH: How long have you been an operative of SD-6? SYDNEY: Seven years. AGENT MCCULLOUGH: What is your identification and classification numbers with SD-6? SYDNEY: My identification and classification numbers are... AGENT MCCULLOUGH: Have you ever been so entertained by the cleverness of a crook that you thought he'd get away with it? Did you reveal information regarding SD-6 to Daniel Hecht? Did you ever lie? What is your relationship to Daniel Hecht? Do you believe that a person is a risk... SYDNEY: Yes. (He leaves.) (Sydney goes up to the door and looks out the window. She watches Sloane speak to someone. She watches intently. He looks at her.) (In the morning, Sydney finally leaves Credit Dauphine. She's tired and still has blood on her shirt. She sees her vehicle being towed.) (Taiwan flashback. Sydney has red hair, the Man is in front of her.) SYDNEY: Wow, wow, wow, wow, wow. I don't know what you put in that stuff. Wow. Wooo. MAN: I'd rather not make this too painful. SYDNEY: Me, too. Thanks. Glad we're on the same page. It's good. (He comes closer.) SYDNEY: Woahhhhhh... MAN: Who are you working for? I'll not ask you again. SYDNEY: Okay. Get a pen. (He sits down and does so, taking out a pad of paper.) SYDNEY: Write this down. E-M-E-T-I-B. You got that? MAN: Yes. SYDNEY: Okay. Now reverse it. (He does. BITE ME. She laughs, he puts the pad away.) SYDNEY: I've got bad news for you, man. I'm your worst enemy. I've got nothing to lose. (One of the guards gives the man a black kit. He unzips it, showing the dentistry utensils.) MAN: That's not exactly true. You have teeth. (Danny's funeral. Francie holds Sydney's hand. She holds a flower in her hand. The people stand. Sydney hugs everyone. She cries. Sydney's father watches from a distance from his car. At the house, Sydney is crying. She looks at everyone talk. A little kid eats. Will's sister, who has flaming red hair comes up to Sydney, hugs. Will talks to a little kid on the sofa. His sister Amy comes up to them and kisses Will on the cheek. Francie and Sydney hug. Sydney cries.) (In Sydney's bedroom, photos cover the top of her bed. She sits on the floor with a glass of wine, crying. She hits play on her answering machine.) ANSWERING MACHINE: (Sydney) Hey, this is Sydney! (Danny) And this is Danny. I don't live here. (Sydney giggles) Leave me a message and I'll call you back! (Danny) Thank you. She meant to say "Thank you." (Beep.) (She listens to Danny and swallows her tears. She hits record.) SYDNEY: Hey, this is Sydney. Leave me a message... Thank you. (Class.) PROFESSOR: She loved a man and she lost him. This isn't a new theme in literature, but it seems to be one of the favorites. For instance... what does Tennyson contribute to this subject? (Sydney gets a page. She looks at it. It says "Sloane - 911." She puts the pager back in her bag.) PROFESSOR: Although his work is mildly out of fashion, at this time I'd like you to consider the exploration of this theme. It seems to be... (Cut to outside. Sydney walks across campus. A car slows to a stop and Dixon gets out.) DIXON: Sydney. Need a lift? (She turns, and smiles.) SYDNEY: No, thanks. I'm just going to the library. (She hugs him warmly.) SYDNEY: How've you been? DIXON: Okay. You? SYDNEY: Good. Better. Thanks for the flowers. It was nice. DIXON: (nods) Look... Sloane's getting impatient. They gave you a month off. It's been three. SYDNEY: I've talked to Sloane. DIXON: Apparently not to their satisfaction. SYDNEY: I know they sent you here to bring me back. I'm sorry. I just can't yet. DIXON: They got word. FTL is finished building the Mueller device. Sloane wants it. SYDNEY: They don't need me for that op. DIXON: Yes, they do. SYDNEY: Tell them to call Quintero. DIXON: Quintero is dead. They got confirmation Thursday. They need you active, and if they don't have confidence in someone who is in as deep as you are... they will fix that problem. (Sydney kisses his cheek.) SYDNEY: I really am sorry. I'll see you. DIXON: Sid... (She keeps walking.) (At a restaurant, Sydney sits alone and drinks coffee. She looks across the way and sees a couple holding hands. She smiles faintly.) (Parking garage. Sydney walks to her truck. She takes her keys out and hits the alarm. She gets in and is about to clip her seat belt when she sees a red laser light pointed at her. She turns and sees two men in a car with a machine gun carrying a laser pointed right at her. She ducks, laying her body across the seat. Gunfire busts out the window. She fumbles with the keys and sticks them in the ignition with her head still on the seat, she throws the truck in reverse but the other car with the assassins blocks the way. Her trucks smashes into them. Sydney opens the passenger door and flies out, flopping down to the ground. She picks up her bag and starts running. The man with the gun gets out of the car, runs up to the truck with his gun pointed... to see she's not there.) (Sydney running fast. The men following her with a gun. His partner in a car. She gets to the tower elevator, can't open it. She runs around a car and slides down, hiding behind it. Breathing heavily. Tires screech in the distance. She takes her cell phone out and dials.) (Francie's house. Music plays in the background. She answers.) FRANCIE: Hello? (Sydney behind the car.) SYDNEY: Francie, hi. FRANCIE: Oh, hi. You want to hear the worst day ever? SYDNEY: (whispering) Could you call my cell phone? I think the ringer is broken. FRANCIE: Sid, I can barely hear you. SYDNEY: Just call me right back! FRANCIE: Okay...

(In the garage, the man with the gun walks around, looking. Suddenly, Sydney's cell phone rings loudly. Thinking he has her, he follows the sound. The cell phone sits on the ground, alone. Sydney comes from behind and kicks the gunman, hard. Punches him. The gun goes flying. He tries kicking her, she moves. He kicks her in the stomach, she gasps. She roundhouse kicks him. He tries kicking her in the head. She kicks him. She flings him on the hood of the car. Roundhouse kick once again. He pushes her on the car hood with one arm twisted behind her back. She takes the antennae off the car and flings it back, it hits the man in the face. He stumbles back. She takes this opportunity to kick him to the ground. He's slumped against a car. She kicks him once more, so hard that his head busts the window in the side door of the car. In the distance she hears the tires screeching, more people coming to get her. She bends down, grabs the man's gun with the laser on it, stands up, points the gun at the car coming at her... and stops.)

MR. BRISTOW: Get in! SYDNEY: Daddy?!

(More tires screech.)


(She grabs her phone and the gun and gets in her dad's car. Another car is right behind them. Inside the car, Sydney's father cocks a gun.)

SYDNEY: Dad, you have a gun!

(Her cell phone rings.)

FRANCIE: Hello... SYDNEY: Yeah, it's working, I'll call you later. FRANCIE: Just call me back. You are not going to believe the day I had. SYDNEY: (looking at her dad) Me, too.

(She hangs up.)

MR. BRISTOW: Hang on.

(He starts going backwards while the car comes towards them. He shoots at the car.)

SYDNEY: Dad, what are you doing?!

(He makes a sharp turn so the car smashes into another car. Sydney and her dad drive away.)

MR. BRISTOW: There might be others. Put your seatbelt on.

(She does.)

MR. BRISTOW: You're going to have to accept that there are many things you won't understand tonight. The one thing you must understand is that the agency doesn't trust you anymore. And they're going to kill you unless you do as I say. I work for SD-6, just like you. Undercover at Genis Aerospace. You leave tonight. I've arranged a flight to France with a connection to Switzerland. You'll be red flagged at customs. I've given you new papers. SYDNEY: I thought you sold airplane parts! MR. BRISTOW: I don't sell airplane parts. I never sold airplane parts.

(They stop in a parking lot. A nearby car is parked with its headlights on.)

MR. BRISTOW: That car is taking you to the airport. I have to get back so they're not going to know. SYDNEY: Who are you? MR. BRISTOW: Sydney, get in that car! They're only waiting two minutes, then they leave. With or without you!

(She pinches at his face, making sure he's real.)

MR. BRISTOW: There is no time for you not to trust me! You don't know who you're dealing with! SYDNEY: What does that mean? Who the hell am I dealing with? MR. BRISTOW: About a decade ago, a pool of agents went free-lance. Russian, Libyan, Chinese, Ethiopian-- SYDNEY: The alliance of twelve. MR. BRISTOW: What do you know about them? SYDNEY: They're an enemy of the United States. They're mercenaries. They're dangerous. MR. BRISTOW: I'm one of them. SD-6 is not a black ops division of the C.I.A. SD-6 is a branch of the alliance. You work for the very enemy you thought you were fighting. SYDNEY: That's impossible... MR. BRISTOW: Then tell me why you've never been to Langley. You've been lied to! All lower level agents have been lied to. I am trying to help you here! SYDNEY: So, you're saying I'm working for the enemy and that you are the enemy. MR. BRISTOW: Sydney, this is your last chance. You have to go.

(The car leaves.)

SYDNEY: Who are you to come to me and act like a father? If you want to help me, stay away from me.

(She gets out of the car.)

(Sydney running down a street, slow motion, crying.)

(In the flash forward scenes. Sydney, red hair, sits on a chair with her mouth pried open with a device. The Man has a tooth pulling utensil in his hand.)

MAN: Okay. Let's try one more time. Who do you work for? SYDNEY: Ahhh... ahhh...

(They remove it off her mouth.)

SYDNEY: Ah... I just want to say... start with the teeth in the back. If you don't mind.

(They put it back on her mouth. The man pulls her tooth out, without medication. Sydney squirms and screams.)

(Newspaper office. A girl gets the mail and walks to the back of the room to find Will at his desk.)

WILL: (on phone) Wait, wait, wait. No, let me just--well, the newspaper is doing YOU a favor. Yeah. (hangs up) GIRL: I'm doing a pantry run. You want anything? WILL: No, thanks. Is Lucy back in her office? GIRL: (walking away) What do you think? WILL: Does she even work here anymore? GIRL: (off screen) I hope not.

(Will opens his mail and finds a letter. All it says is "I'm on the roof. -S" He smiles.)

(On the roof, Sydney waits, wearing the same clothes as the night before.)

WILL: Meet me on the roof. That's perfect, though. Some guy just totally hung up on me. I got an hour thing, want to get some lunch? (sees the bruises) What happened to your face? SYDNEY: I need your help. I can't explain this. You've just got to trust me. WILL: Of course. SYDNEY: I need to borrow one of your sister's credit cards with at least a three thousand dollar limit. I'll pay her back. Can you get it? WILL: Sid, what is this? You owe somebody some money? SYDNEY: There's something else. Do you know where Amy keeps her passport?

(Bathroom. Sydney has red dye on her head. She lifts up the passport of Amy's, adds a mole. She puts the same mole on her face.)

(Airport. Sydney, dressed in a red sleeveless shirt and a kilt with a choker, walks to the check in counter.)

AIRPORT EMPLOYEE: Okay. How many bags are you checking through to Taipei? SYDNEY: Just this one. What lipstick do you use? I love it. AIRPORT EMPLOYEE: Alex Jane lips. Concord Grape. SYDNEY: It totally pops. AIRPORT EMPLOYEE: Thanks. Can I see your passport? SYDNEY: You ever try this one? I think it's too light for me. What do you think? AIRPORT EMPLOYEE: It's pretty on you. SYDNEY: Thanks. AIRPORT EMPLOYEE: Window or aisle?

(On the plane, Sydney has her arms crossed, thinking.)

(In Taiwan, she walks down the street. In a bathroom, she strips and dresses all in black. Once outside, she tries breaking into a van. When a man pulls up behind her, gets out and blows smoke in her face as he walks by her, Sydney stares at his car. Later, driving the car, Sydney comes to a stop outside the building before where the party was. She gets some rope from her bag and gets out of the vehicle. Outside the building, Sydney spots two armed guards. She climbs up the side of the building. On the roof, she goes down an air vent. She climbs down some stairs and has a flashlight in her hand. She looks around, then runs. She goes down the same stairs she went down before. She tries breaking the lock. Finally unlocking it, she turns and sees a guy who hits her on the head with his gun. Sydney falls to the ground.)

(Flash forward. Sydney, blood coming from her mouth after getting her tooth pulled, comes to. The man enters and pulls a chair up next to her.)

MAN: The pill I gave you helps the pain. I could tell because you stopped screaming so loudly. That medication, however, only lasts for two hours. And it's been two hours almost. So, (he gets up) you have a choice. Which way to go next?

(He holds out the bottle of pills and the tooth remover.)

MAN: Tell me, and you get one more.

(Sydney mumbles.)

MAN: Louder! SYDNEY: I can't... MAN: Who do you work for, you pretty little girl?

(Sydney head bunts him. He falls to the ground. She flips her chair over so the back of the chair chokes him across his throat. She gets the handcuffs undone, grabs the man and the chair, sits him down on it and handcuffs him. Sydney breaks a broom over her knee, snapping it in two and comes near him with the tooth remover.)

MAN: No... no...

(She jabs it in his crotch. He screams. Two guards enter. She hits the first guy with the broom. Hits the second guy. She kicks the first man, hits the second with the piece of broom and roundhouse kicks the first. She grabs the two guns from the men and leaves.)

(Control room sees her running. Alerts someone with walkie-talkie.)

(The door of the lab that she tried to pick the lock of. Sydney shoots the lock with her guns and kicks the door down. In the lab, she finds the instrument that is now working in a case. A small ball is floating above it. She sprays the lock with the fire extinguisher and smashes the lock. Sydney's hand goes inside and unlatches it. The ball explodes. She stares. Outside, two men run down the hall toward her. Sydney takes the device and covers it with a cloth. The men enter, yell, shoots. She ducks. They shoot. She screams and shoots. No more bullets. Sydney spots the gas line for the experiment and spots a nearby screwdriver. She kicks the screwdriver in the air, catches it, and pries the gas line up. The gas starts hissing. The men move over through the lab while Sydney inches away. Once they're near the gas line, Sydney stands up to get their attention.)

SYDNEY: Hey, guys.

(They shoot. The fire from their guns ignites the gas and explodes the lab. Sydney runs down the hall with the instrument in her arms. Guards run to the building but Sydney goes down the wall using her rope. She breaks the window of the car and climbs in, driving away.)

(Credit Dauphine.)

SLOANE: (on phone) Yeah. Send her in. Now. Make sure everybody knows.

(Sydney walks through the building, blood coming from her mouth, flaming red hair, black clothes, device in her arms. She walks by Dixon, who stands up and watches her. Sydney marches into Sloane's office and puts it down on his desk. He moves the sheet away, admires it.)

SYDNEY: I'm back. SLOANE: All right. SYDNEY: I'm taking a week off. I've got mid-terms.

(She walks out.)

(Down the street in broad daylight, Sydney walks down the street. She enters a business building and talks to a receptionist.)

RECEPTIONIST: May I help you? SYDNEY: I need to speak to the director. Mr. Devlin. RECEPTIONIST: I'm sorry, Mr. Devlin is not available. May I leave a message? SYDNEY: Tell him he has a walk-in. RECEPTIONIST: (on phone) We have a walk-in for Mr. Devlin. Yes.

(She comes around the counter.)

RECEPTIONIST: Come with me, please.

(They walk across the floor. We see that a large emblem for the C.I.A. is on the floor.)

(Inside, Vaughn walks through the busy room holding a paper cup of coffee and a sandwich on a plate.)

VAUGHN: I know, uh, I'll get to it. I swear.

(He keeps walking and enters a room. Sydney is furiously writing at the table while another agent - Mr. Weiss - stands.)

VAUGHN: Some more coffee. And something to eat.

(She doesn't even look up.)

VAUGHN: I'm just, uh, let Mr. Weiss know if you need anything else. SYDNEY: (still writing) New pen. This one's dying.

(Weiss hands a pen over. Sydney uncaps it and keeps writing.)

SYDNEY: Thanks.

(Vaughn gives Weiss a look and leaves.)

(Inside Vaughn's office. Sydney sits in the chair in front of the desk. She sees a picture of a dressed down Vaughn embracing a cute blonde girl. He comes in and moves the picture away.)

VAUGHN: Well, this could be very interesting. SYDNEY: Does that mean I'm in? VAUGHN: No, not yet. They're reviewing your statement. You wrote a lot. SYDNEY: I know. VAUGHN: I mean, it's like Tolstoy long. Devlin says it could take weeks to verify. But I know we could use another double agent in SD-6.

(Sydney shakes her head.)

VAUGHN: So I'll be in contact. I'm going to get you out of here, keep you concealed. Why are you shaking your head? SYDNEY: Because you said "another." VAUGHN: So? SYDNEY: So, if you really had one already you most likely wouldn't tell me until I was authenticated. VAUGHN: Unless I had an instinct about you. SYDNEY: My bet is you don't. Have another double. VAUGHN: We might. SYDNEY: But you want me to believe that you do so that on the off chance that I'm looking to be a triple agent, I'll report back there was an existing mole to upset the balance of my agency. VAUGHN: I'm not trying to play you. SYDNEY: Yeah. We'll see. VAUGHN: I have an instinct. (stares at her) You need a dentist. Do you have one? Because I can get you a name. SYDNEY: I'm all right. VAUGHN: I'll be right back.

(He leaves.)

(Graveyard. Sydney, now with her brown hair, puts flowers on Danny's grave. She turns to see her dad.) MR. BRISTOW: I wanted to say I'm sorry. SYDNEY: You don't have to. I'm back at work, I guess you know that. MR. BRISTOW: And I'm sorry about Danny. There was nothing I could do. SYDNEY: I'd like to be alone, if you don't mind. MR. BRISTOW: I know what it's like to lose someone-- SYDNEY: Listen, I don't know what you expect. Just because we're working on the same side, just because I know the truth about you now, that doesn't change a thing between us. I accept what I'm doing now because I have to. That doesn't mean I have to accept you. MR. BRISTOW: (takes out a phone) I asked Devlin if I could come tell you myself. They verified your statement. You're in. I read what you wrote. I appreciate you not naming me. That was... kind. (Pause.) SYDNEY: You're a C.I.A. MR. BRISTOW: You don't know how dangerous this is, Sydney. Doing what I do. I wish you would have taken me up on Switzerland. SYDNEY: How do I know what you're telling me is the truth? MR. BRISTOW: I guess we'll just have to learn to trust each other. He gives her the phone and walks away. It rings.) SYDNEY: Hello?