Airdate: Sunday.05.12.02

In order to save Will?s life, Sydney and Vaughn must destroy a
familiar-looking Rambaldi device, while Jack makes a risky deal with
Khasinau?s representative, Mr. Sark.

Meanwhile, the CIA believes that one of their own is a mole for "The Man"...
The Alliance comes to a decision regarding the fate of Emily Sloane (Amy
Irving, "Traffic," "Yentl")...Dixon?s suspicions about Sydney intensify...and
Sydney finds herself face-to-face with "The Man."

Will, tranquilized and badly beaten, is dragged into a dingy storeroom, where
Mr. Sark asks him about "the circumference"... with no answers. A sinister
Taiwanese interrogator -- "Suit And Glasses," who tortured Sydney months
before -- enters with an array of frightening instruments...

Sydney receives a call from Sark, setting up the exchange of her friend for the
Rambaldi page that was stolen in Paris and the ampule of solution... to take
place in Taipei, in 24 hours.

Jack agrees to help recover Will. He can easily get the ampule from CIA storage,
but recovering the page will be tricky -- it's in an offsite SD-6 vault
located off the coast of Santa Barbara... and they will need Sloane's
fingerprint and voiceprint in order to gain access. Jack suggests that they
study the Rambaldi page themselves and determine its value, before
negotiating further with Sark. He also tells Sydney that she must keep her
plan from Vaughn -- the CIA has a mole.

When Vaughn explains to Sydney that Will is still likely to be alive, he
senses that she hiding something. Later, he tells Weiss that he suspects that
Sydney has her own plan to rescue Will.

Her cancer now in remission, Emily is out of the hospital. At a remote beach
house, Sloane finally tells her the truth about SD-6...

Later at SD-6, Alliance member Ramon Veloso explains to Sloane that they only
allowed Emily to live because her future had been pre-determined her by
lymphoma. Sloane demands that her life be spared... but protocol insists that
she be terminated. If he carries out their order, however, Veloso affirms
that he will become a fully-fledged member of the Alliance...

Wearing a concealed recording device, Sydney visits Sloane in his office, to
speak candidly about Emily... In reality, she is distracting him while Jack
hacks into Sloane's computer to collect the needed passwords, and takes a
voiceprint and fingerprint.

Having now stolen the Rambaldi page from the remote SD-6 island vault, Sydney
climbs out of the water, only to be confronted...by Dixon. He demands to know
why she used the codename "Freelancer" on Mount Aconcagua... Sydney is
pleading when she insists that she is not betraying her country, but also
that she cannot reveal the truth to him... and Dixon walks away.

Meanwhile, Vaughn is summoned into a meeting with Devlin and Haladki. Weiss
has reported that Vaughn no longer fully trusts Sydney, and now they all need
to know what may be hiding.

Jack calls Devlin. After taking the ampule from the CIA, he assures that he
will return the stolen item once his mission is completed... Devlin demands
that Jack return immediately.

Since Will has disappeared, his friend Abby, at the newspaper, goes straight
to editor Litvack, with his sealed envelope about SD-6. And the editor agrees
to run the story...as front page news.

Using the Rambaldi solution, Jack and Sydney finally expose the mysterious
page. It reveals drawings for the same "Mueller device" stolen by Sydney in
prototype stage, from Taipei months ago. Jack explains that this might
explain Khasinau's search for "the circumference," a precise set of
instructions for building the device in this drawing.

On a hunch, Jack abducts Haladki, who under pain of torture, admits to being
the CIA mole...and that he has been working for Khasinau. The instructions
are for a "battery" that Khasinau has been constructing in a Taipei lab...
And after a treacherous, and deranged Haladki spills all...Jack silences him,
for good.

Vaughn later finds Sydney alone at a train station. He has figured out what
she is planning, and agrees to help save Will. With Jack, they will fly to
Taipei...and while Jack makes the exchange for her friend, Sydney and Vaughn
are to simultaneously detonate the lab where the battery is located.

At home, Sloane mixes a powder into a glass of wine. With resolve, he and
Emily raise their glasses for a final toast... and she forgives him for the
mistakes that he has made...

Meanwhile, after hours of torture, Will still hasn't revealed much about "the
circumference." When he is finally unchained, he plunges a syringe into the
neck of his sadistic interrogator. Guards seize Will, and drag him from the room.

In an alleyway, Jack meets with Sark and exchanges the page -- the drawing,
now exposed -- for Will, who has been spared, bloody, but alive... Sobbing,
Will embraces the stony-faced man who has handed him back his future...

Across town, Sydney and Vaughn find the Mueller device, behind lock and key,
in a Taiwanese dance club. It is, in fact, similar to the prototype she
retrieved before...only much, much bigger.

Sydney detonates the explosive, unleashes a tremendous flood... and she and
Vaughn dash through the underground complex, trying to escape the approaching
torrent...

Sydney makes it through a security door, but cannot hold it open long enough
for Vaughn, who is trapped -- on the wrong side, in a room filling,
perilously fast, with rushing water... and seconds later, Vaughn is gone.
When Sydney turns, she is knocked out by sharp blow from a security guard.

She awakens to a familiar scene: she is once again chained to a chair, in a
Taipei storeroom. But this time, instead of "Suit And Glasses," her
interrogator is Khasinau... who explains that "his boss" has questions for her.

Puzzled, Sydney admits she thought "The Man" was the one in charge... But
Khasinau is not "The Man." The door opens... "The Man" is a woman... Sydney's mother.

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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