Airdate: Sunday.26.January.2003

In a comfortably appointed 747, Sydney poses as a call girl and models
lingerie for an unnamed fat man. She gets close to him, surprising him
with a choke hold and demands to know the location of Server 47. He tells
her, and she knocks him and downloads data from the terminal. She searches
the plane for a parachute and fends off a guard — but the fat man appears
brandishing a gun and fires at Syd …

At the CIA, Vaughn pulls Sydney aside and says that it isn't working
between them because he's going crazy with passion and worry for her. She
agrees but they rationalize their chemistry is helping bring down SD-6.
Weiss interrupts and they end the conversation. Kendall reveals that
Sloane is MIA and has been replaced as head of SD-6 by Anthony Geiger. Syd
and Jack's new mission is to get close to him.

At SD-6, Sydney introduces herself to Geiger, professes loyalty and, under
his questioning, tells him that she felt it was her fault that Sloane had
Danny killed. Later Sark tells her that he's nervous about Geiger, who has
looked into Sloane's secret files on Server 47. Syd then tells Jack that
this mysterious server could have crucial information about the Alliance
that could make them vulnerable.

Vaughn locates the Server 47 — it's on a continuously airborne 747 that
lands only to refuel and is guarded by a man named Macor (the fat man).As
payment for spending his life on the jet, he's supplied with an unlimited
number of call girls. Syd's mission is to gain access to the server in the
main cabin by playing a high-priced hooker.

Vaughn and Weiss observe Sydney's conduct via a monitor from a cargo plane
flying at a lower altitude. They watch with disbelief as Macor's shot
misses and as Syd picks up a gun and fires — puncturing the plane's hull
and depressurizing the cabin. Macor is sucked out and drawn into the jet
engine. Struggling against the vacuum, Sydney manages to find a parachute
and jumps to safety.

In L.A., Will tells Francie that he must quit her restaurant because he got
a job as a travel writer. She's genuinely happy for him and an innocent
kiss turns romantic. Later on, they tell Sydney.

Kendall is reluctant to move on the info downloaded from Server 47 because
the risk is too great if it's incorrect. Sydney suggests they verify the
security code at the SD-6 computers with what's in the new info. If it
matches, then the info is accurate.

Meanwhile, Geiger notices a strange email that Sloane had written and runs
a program that tracks keystrokes. The email reveals that Sloane knew that
Jack and Syd were double agents working against SD-6!Geiger confronts
Jack. Jack calls Syd and tells her to come down to SD-6, but to take
surface streets because the highway is jammed — a coded phrase meaning
he's been compromised. Geiger tortures Jack with electrocution, hoping to
find out who Jack's working for.

Sydney is frantic because she can't help Jack and knows Kendall will think
a rescue is too risky. She tells Will and Francie to leave town because
someone is looking for her. She then meets with Dixon and reveals to him
the truth about SD-6 and her role as a double-agent. She asks him to hack
into SD-6's innermost server and make visible to the CIA the code that
will verify their info. Dixon is dubious but acquiesces. When the CIA
receives the code, Kendall orders a global assault on all Alliance and SD cells.

A CIA team overruns SD-6. Sydney finds Jack just in time and shoots Geiger.
As the CIA gains control of the facility, Sydney and Vaughn see each other
amidst the carnage and kiss passionately!

Later Sark, who has escaped unharmed, phones Sloane and informs him that
Phase One is complete. A pleased Sloane asks him to check in on their "new
asset." Sark phones … Francie. But it's a double. She's murdered the real
Francie, who lies on the floor with a bullet to her head!