Airdate: Sunday.05.05.02

Life, as Will knows it, is about to change forever, when he is sent to find
the person responsible for leaking information to him about SD-6.

Meanwhile, Sloane finds himself on the cusp of finally tracking down Khasinau,
when SD-6 captures "The Man?s" right-hand man, Mr. Sark... Dixon becomes
suspicious of Sydney?s activities...and Sloane continues to await the
Alliance?s decision regarding the fate of his wife, Emily (Amy Irving, "Traffic," "Yentl")

When SD-6 agents break up the diamonds-for-ampule exchange in Denpassar,
Vaughn lobs a flash grenade into the courtyard. Sydney tries to escape and
injures her shoulder while fighting Dixon...and she still wears a veil, so he
has no idea that he's battling his own partner...

Vaughn handcuffs Sark to a gate and recovers the ampule. Weiss, who has been
monitoring the situation via remote, demands that his partner stay with the
captive. Vaughn, however, disobeys CIA orders and leaves his post, in order
to rescue Sydney... Moments later he returns to find that Sark has disappeared...

Meanwhile, Jack is determined to find the identity of "Deep Throat." He
instructs Will to tell the mysterious source that he knows all about "the
circumference"...and that he wants a meeting.

In London, Sloane meets with the Alliance, and threatens to resign if they
won?t let his cancer-stricken wife die in peace. But he is surprised to
discover that the Alliance knows all about Edward Poole?s deception, as well
as the truth behind the murder of Jean Briault... Ultimately, the members
decide to let Emily live, as her death appears to be imminent.

When Sydney returns to SD-6, she learns that Sark has been apprehended. Dixon
is suspicious of her absence and notices her injured shoulder...

Over a glass of expensive wine, Sloane proposes to Sark that if he will help
SD-6 find Khasinau, his life will be spared. Sark agrees...

Vaughn has a new dilemma at the CIA, when Weiss chastises him for having let
Sark escape. Vaughn?s feelings for Sydney are clouding his judgment, and
jeopardizing both of their jobs.

For their next mission, Sydney and Dixon must go to a Paris nightclub, where
Sark will deliver the ampule to Khasinau...and during the meeting, Dixon will
steal pages of a Rambaldi manuscript from a safe.

To crack the safe?s encryption mechanism, Sydney will need to monitor
Khasinau?s heartbeat with a special ring, which will then transmit the pulse
to Dixon?s cellphone -- who will then be able to open the sophisticated safe.

Meanwhile, Will establishes a meeting with "Deep Throat." A location is set...
Paris... and Jack will monitor the conversation using a hidden microphone in
Will?s jacket.

Before Paris, Vaughn gives Sydney her countermission -- to deliver the real
Rambaldi pages to the CIA and give fakes to SD-6. But she senses that he is
being unusually blunt ... possibly cold with her, and she now wonders why he
is acting so oddly.

In the Paris club, Sydney assumes one of her sexiest identities...a vamp-like
cabaret singer. While performing from the audience, she holds her hand on
Khasinau?s chest long enough to record his heartbeat... face to face with the
one man who can also help her find her mother...

Moments later, she spots Will with Deep Throat?s men, being escorted through
the nightclub at gunpoint... She interrupts the interrogation, flies into
action and overpowers the armed men... Will is alarmed -- he has never seen
Sydney like this -- and they escape to Jack?s car. She is furious with her
father for involving Will, until Jack explains how this unknown informant has
been trying to expose SD-6 publicly...

During the night, Dixon recalls the mission to Mt. Aconcagua... and Sydney
having used the code name "Freelancer" on a satellite phone. When he asks
about her injured shoulder, she explains that she fell while hiking, but he
is suspicious.

Sloane explains that despite the chaos in Paris, they can still track Sark
because of a substance added to the wine...In a private moment, Sloane thanks
Sydney for not reporting Emily?s breach of security...he even expresses his
own regret for having Danny Hecht terminated.

Will is moved to a CIA safehouse... Vaughn says that he may need to enter the
Witness Protection Program for safety...or even be recruited.

Later, at the hospital, Emily learns that her cancer is in remission, but
Sloane doesn?t know how to react. How will he convince the Alliance to let
her live?

A team of SD-6 agents track Sark to his location, hoping to find Khasinau as
well. Instead, they find a room with medical equipment. Using a blood
transfusion to hide his trail, Sark is somewhere else... the CIA safehouse.
And when Will opens the door, Sark fires...at point-blank range.