The Counteragent


Production code
November 17 2002
Written by
John Eisendrath
Story by
Teleplay by
Directed by
Dan Attias

The Counteragent is the 7th episode of Season 2 of Alias and the 29th episode overall. 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.

Plot Overview[]

Vaughn wraps his bloody fingernails and heads to Irina's cell. She thanks him for proving Jack's involvement in Madagascar. Vaughn admits he's sick and asks Irina what Khasinau learned from experimenting on people exposed to the Red Ball. Irina asks if he loves Sydney, to which Vaughn replies that he'll tell her if she helps him.

Will tells Sydney that the 1982 standardized test is missing from public record. Sydney then explains "Project Christmas" and says that Vaughn thinks Russian intelligence is still running it to recruit American sleepers.

At the CIA, Sydney, having learned that Vaughn is sick, asks Irina if there is an antidote. It's in Paldiski, Estonia, she says, at a former Soviet training base for nuclear submarine personnel. But the antidote is genetic-specific, meaning Sydney must manufacture it from Vaughn's blood. With Vaughn now in the hospital and expected to live only three days, Sydney draws his blood and they hold hands. On her way out, Sydney meets Alice, Vaughn's girlfriend.

Sloane confesses to Jack that he's insecure about his standing within the Alliance and that he confessed the Emily issue to Kristof, whom he must now meet in Tokyo. He tortures Richter, desperately trying to find the location of Derevko's ops base.

Will gets hold of the '82 standardized test and finds that it contains no spatial relations questions. Later, Francie recognizes that the test is actually from '83 because it references the American invasion of Grenada. Will then speaks to an official at the Dept. of Education who gives him the actual '82 test, which has spatial relations questions. The official is baffled — he had submitted the test without such questions.

Sydney arrives at the Paldiski lab and dons a hazmat suit. She spots Sark. Finding the equipment, she learns that an alarm will sound if she tries to generate the serum. She ignores Kendall's order to abort and makes the serum, thus alerting Sark to her presence. Sark traps her in a decontamination chamber and threatens to kill her by releasing ammonia fluorochloride. He forces her to cut a deal — Sydney can keep the antidote if she'll deliver him Sloane.

At the CIA, Jack supports her plan, mentioning that Sloane will be in Tokyo. As Sydney prepares for the mission, Jack says he never wanted her to be involved in pre-meditated murder, and hints that it's Irina's influence on her. In a Tokyo hotel, Sydney, dressed as a geisha, overtakes a pair of guards and replaces a masseuse administering to Sloane. Syd stabs him with poisoned prongs from her hairpin and he passes out. Sark spirits away Sloane in an ambulance. A Sark associate gives the antidote to Jack.

In LA, Vaughn awakes from a 40-hour sleep. Jack tells him the antidote has been administered and Sloane is dead as a consequence.

At SD-6, Sydney surprisingly sees Sloane — with Sark! He says Sark is cooperating with SD-6 on the search for Derevko. In private, Sark explains to Syd that he revived Sloane and convinced him that they should work together to solve the Rambaldi mystery. Sark then diminished Sloane's doubts by giving him a mysterious piece of paper.

A healthy Vaughn returns to Irina's cell. He confesses his feelings for Sydney. Irina says he hasn't said anything to the one that matters. He leaves her and runs into Syd, who hugs him and cries. She says that Sloane increased his standing in the Alliance by presenting Sark as their new ally. Vaughn says he knows that Syd met Alice, but Sydney tells him not to explain and leaves. Vaughn hesitates a moment and follows, but she's gone.



Special Guest Star[]

Guest Starring[]




  • Carl Lumbly did not appear in this episode.
  • The jacket Jennifer Garner was wearing in the hospital visiting Michael Vartan she wore in "Elektra."

The Show[]

Behind the Scenes[]

  • It is unknown if Jennifer Garner was wearing a bodysuit.


  • "Slumber My Darling" by Alison Krauss
  • "I Grieve" by Peter Gabriel...changed in Netflix
  • "I Shall Believe" by Sheryl Crow...changed in Netflix
  • "Home" by Debbie Weisberg.... Changed in Netflix
  • "Human" by Civil Twilight
  • "With Wings" by Amy Stroup

Filming Locations[]

  • Veterans Hospital - 1611 Plummer Street, North Hills, Los Angeles, California, USA
  • Japanese Garden, Donald C. Tillman Water Reclamation Plant - 6100 Woodley Avenue, Van Nuys, Los Angeles, California, USA

Allusions and References[]