Airdate: Sunday.04.14.02

In the safehouse in the Arkhangelsk forest, Sydney sleeps against Noah's
body...their bliss interrupted when Khasinau's soldiers storm the house.
Escaping through a secret crawlspace below the floorboards, they get away on
a motorcycle -- seconds before the cabin is riddled with bullets.

Meanwhile, Vaughn confirms that K-Directorate has hired a known assassin --
a.k.a. "The Snowman," for his favored use of an ice-pick as a weapon -- to
take out Khasinau. He suggests that by following the hit man, they can find
Khasinau.

When Sydney returns to SD-6, Noah makes her an interesting proposition. While
working undercover, he opened some secret bank accounts and now wants to run
away, leaving the spy world behind...and he wants her to come with him. She
refuses, insisting that she must find her mother first. But Sloane has
uncovered Noah's questionable banking practices and wonders if the agent is
still loyal.

Jack is visibly upset; he tells his daughter that the information on the
data-core is useless for tracking down Khasinau. However, it does contain
video files of Laura Bristow...video recorded after her car crash, and
supposed death.

Sydney watches the grainy video, and learns the unpleasant truth about her
mother. Laura Bristow -- using her real name "Irina Derevko" -- answers
questions from Khasinau and another man. Derevko states how she came to
America for the purpose of seducing Jack Bristow. During their years of
marriage, she had gone through his briefcase and monitored his conversations,
reporting everything back to the KGB.

The other man on the tape, Igor Valenko, looks familiar, so Sydney
investigates. She discovers that this man once worked undercover at the FBI
under an alias..."Calder." She concludes that he was the agent who was,
allegedly, chasing Laura Bristow before her fateful crash, and that he also
must have faked his own death.

Sydney uncovers that Valenko currently does business with a bank in Cape Town,
South Africa, and she speculates that he might still be connected to
Khasinau. Using her input, Jack outlines a mission to Sloane -- to send Noah
and Sydney to Cape Town to recover bank records to create a trail. Sloane is
reluctant -- he no longer trusts Noah, and expresses concerns about Jack
defending yet another male figure in Sydney's life -- but ultimately, he agrees.

Following a separate path to Khasinau, Vaughn travels to Bogota to meet with a
man who once worked with The Snowman. This agent -- scarred and disfigured
from an encounter with the assassin -- had formerly declined to help the CIA,
but time has changed his mind, and he now offers to help...

With a mixture of curiosity and dread, Jack finally summons the courage to
watch the recovered video of his wife. Although he already knows the truth,
he is crushed to see her treachery in such light.

Using Marshall's ingenious op-tech, Noah and Sydney break into the South
African warehouse and successfully hack into the computer using a wireless
modem. They download all the files onto a laptop, but a sophisticated
security system thwarts their mission...When they return home, they learn
that the hard drive's memory was wiped as they escaped.

One evening, Will and Francie finally confront Sydney about the mysterious,
unexplained plane ticket to Italy. Under pressure, she confides that the bank
has been doing business with extremely private and sensitive clients as of
late...and this is why she must keep secrets from her own friends.

Just when Sydney is beginning to trust Noah again, she is surprised to learn
that he has accepted another deep cover assignment. Before he departs, he
again pleads with her to run away with him. She finds the offer quite
attractive...ultimately, she must decline, once again.

After further tinkering, Marshall is finally able to recover low-level sector
information from the reformatted drive. According to the records, Valenko is
in Mackay, Australia. Dixon and Sydney are immediately dispatched to capture
him, hoping that this will bring them one step closer to Khasinau.

Vaughn receives a call from the source in Bogota. The Snowman has been spotted
in Mackay, Australia, and he desperately wants to alert Sydney, to warn her,
but he has no way to contact her.

When Sydney enters Valenko's mansion, she finds no bodyguards...and a trail of
dead bodies. She stumbles into the kitchen and finds The Snowman standing
over a fresh corpse -- and she fights the assassin in a brutal bout of
hand-to-hand combat. During the melee, she impales The Snowman onto his own
ice-pick, and he lies bleeding on the floor. She pulls back the mask and
discovers his true identity... Noah... who mumbles a sad good-bye to her as
he dies.

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 |
| 31 | 32 | 33 | 34 |

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