Airdate: Sunday.10.21.01

In the final moments of a cooperative mission, Sydney and her Russian
nemesis Anna memorize a 500-year-old binary code written by Milo Rambaldi
before it is destroyed. Sydney's inner conflict ? as to whether she should
give the correct sequence to SD-6 ? is confronted by Agent Vaughn, who
makes it clear, in no uncertain terms, that her role as a double-agent is
in constant jeopardy.

The completed code represents a geographical location for a church in
Málaga, Spain, where Sydney and Anna once again meet up ? this time as
opponents. Sydney bests Anna in a brutal fight, and recovers a gold
circular crystal from the church's stain glass window.

She returns it to SD-6, where Marshall's analysis discloses a pre-synthetic
polymer, also invented by Rambaldi...The 15th century seer's progressive
inventions now appear to be at the root of a much deeper mystery...

Sydney and Dixon are sent off on their next mission ? to investigate a plot
to eliminate the United Commerce Organization. In Casablanca, Morocco,
Sydney adopts the guise of a French-Canadian tourist.

to get near Luc Jacqnoud, whose bodyguard recognizes her from a previous
encounter in Corsica. After a powerful battle, Sydney arrives to Dixon's
aide, and is crushed to find that their contact, Bak Ibrahim, has only just
been slain...a friend, whose life she could not save.

At SD-6, Jack is interrogated by McCullough ? but we reveal, in a dreamlike
sequence, that a unspoken truth about Sydney's mother continues to haunt
him. Meanwhile, Vaughn's feelings for Sydney, in a moment of briefing, show
through even further ? finally, when she breaks down to him about the
heartbreaking conflicts in the career of a dual agent, Vaughn offers her
his support as a friend.

Meanwhile, Francie's suspicions grow of Charlie's infidelity, so she and
Sydney stake him out, CIA-style, until they spy him kissing another girl.
And Will unravels further clues about Danny's death and struggles with his
own feelings for Sydney.

SD-6's latest clues lead Sydney and Dixon to São Paolo, the location of the
next United Commerce Organization conference, where Sydney witnesses the
method to Jacqnoud's scheme. Dhiren Patel, the Peace Prize winner, is
scheduled to speak at the UCO conference, but collapses at an evening
social, before being rushed away by men impersonating a paramedic team...to
a nearby refinery, instead of a hospital. And while Sydney observes from
the rooftop, a tiny bomb with a charge equivalent to 300 pounds of TNT, is
surgically implanted into Patel's pacemaker...

Episodes

| 1 | 2 | 3 | 4 | 5 | 6 |
| 7 | 8 | 9 | 10 | 11 | 12 |
| 13 | 14 | 15 | 16 | 17 | 18 |
| 19 | 20 | 21 | 22 |

SEASON TWO
| 23 | 24 | 25 | 26 |
| 27 | 28 | 29 | 30 |
| 21 | 32 | 33 | 34 |

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