The Nemesis


Production code
November 2 2003
Written by
Crystal Nix Hines
Story by
Teleplay by
Directed by
Lawrence Trilling

The Nemesis is the 6th episode of Season 3 of Alias and the 50th episode overall. Sydney's emotions are turned inside-out when she comes face-to-face with Allison, Francie's doppelgänger, who was presumed dead but is now a key figure in The Covenant. Meanwhile, Lauren's search for Andrian Lazarey's murderer leads her closer to discovering a connection to Sydney, and Sydney begrudgingly is assigned as Sloane's CIA handler.

Plot Overview[]

Sloane tells Syd that intel about The Covenant's next move is encoded in an image of the Vatican on a web site. She says that he'll never have her trust or Jack's friendship.

At the CIA, Dixon says The Covenant is after device that can interface with Russia's launch control, given them access to their nuclear arsenal. Its designer, Robert Lange, altered his appearance and is on the run. He is to retrieve new identity papers from Heinrich Strauss at a Milan nightclub. The Covenant wants to grab Lang and the device. Dixon assigns a reluctant Syd to be Sloane's handler and says Allison Doren is alive. An unnerved Syd later says she will kill Allison.

Sark meets Allison in Strassburg, rekindling their love. Allison explains that The Covenant found her and Syd after their fight. She recovered in 6 months and has been working for them since. Sark says will find his father's murderer and Allison swears Syd will pay for her scars.

Lindsay tells Lauren that a Russian government source has info that could lead to Lazarey's murder and that The Covenant has moles in the Russian government. He swears Lauren to secrecy and sends her to meet the source in Moscow. Lauren lies to Vaughn about the trip. He gives Lauren a database of Lazarey's phone calls, suggesting the murderer may be traced through calls.

In Milan, Syd is disguised as a Euro clubber. Vaughn uses a Marshall-made mini x-ray camera, rigged via Syd's necklace, which can spot facial reconstruction. Sark and Allison appear. Lang retrieves his papers and bolts when Allison kills Strauss. They all chase Lang, but Allison finds him first and extracts a tooth before killing him. Syd discovers the body, whereupon Allison knocks her unconscious.

Back at the CIA, the x-ray images of Lang's tooth reveal a filling that is a Radio Frequency Identification chip. Lang used the chip to open the launching device. Lauren discovers a call from Lazarey's murderer and tracks it, through voice analysis, to the London address KNG Microtech. The office is empty but Lauren discovers it was leased to Julia Thorne.

Syd forces Sloane to meet with Sark and Allison in Prague and get them to divulge the location of the device. Using his cover as a double-agent, Sloane coaxes Sloane to admitting the device is in a vault in Sophia, Bulgaria. Syd makes Sloane ask about her past. Allison says The Covenant ordered her not to kill Syd because they want to retrieve something her memory. This makes Syd want to undergo CIA memory retrieval, which Jack vehemently opposes.

Dixon sends Vaughn and Syd to Sofia. He privately admits to Syd that he wants Allison dead because she murdered his wife. Using a tracking device, Syd and Vaughn find Allison in an abandoned building in Sofia and give chase. Allison corners Syd and says that Syd had discovered a formula for a medication in the Rambaldi journal — which was ultimately used to heal Allison's wounds. Syd grabs Allison's gun and shoots. She alive, but barely. They find the device on her body.

Syd's suspicions are raised when Vaughn knows nothing about the formula. They find the ambulance overturned, the medics dead and Allison missing.



Guest Starring[]

Special Guest Star[]



  • We finally get to see how Francie was killed which was at the end of season 2 episode 13 Phase One.
  • In this episode Kevin Weisman played the drums, in real life he is part of a band with his co-star Greg Grunberg.
  • International titles:
    • German: Feindinnen (Enemies)
    • French: Noir et blanc (Black and white)
  • Merrin Dungey was billed as Special Guest Star in this episode.

Aliases Used[]



  • "Last Chance" by Jet (changed in Netflix version to "Whatchewdid" by Grady)
  • "Rez.Cowgirl" by Underworld (changed in Netflix version to unknown instrumental)
  • "A/Klimatize" by Helix (unchanged in Netflix version)
  • "Nocturne Of The Sea" by Stephen James Edwards (unconfirmed in Netflix version)

Filming Locations[]

  • Pickwick Ice Center - 1001 Riverside Drive, Burbank, California, USA
  • Ambassador Hotel - 3400 Wilshire Boulevard, Los Angeles, California, USA

Allusions and References[]