Written by Monica Breen and Alison Schapker; directed by Ken Olin

On a train traveling through Siberia, a man carrying something wrapped in a newspaper gives advice to a man playing chess, then leaves something under a seat. The man wins the chess game but gets blown up by the device under the seat. At APO, Marshall admits to Rachel that he hasn’t cracked Dean’s encryption (see “Fait Accompli”) because he intercepted some MI-6 transmissions about a prototype micropulse bomb. This MPB was what was on the train and Dixon says that information about it is leaking out. Tom doesn’t think that the British are pursuing it because they would be breaking treaties. Dixon says that they can’t approach MI-6 officially, so Sydney and Jack are in England to learn more. At an outdoor party at a manor house, Sydney has tea and observes a woman named Elizabeth Powell. Jack gives Sydney the go-ahead and she approaches Elizabeth, passing her a napkin with a note on it. Elizabeth finds Jack inside the house, playing the piano (see “Mirage”), and asks him if he still plays. He claims that he gave it up years ago. He notes that her husband Joseph, a French ambassador, must still not know that she’s with MI-6. Jack tells her that someone within MI-6 might be trying to acquire the MPB, then starts to talk to her about Prophet Five.

Outside, Joseph starts looking for Elizabeth, so Sydney distracts him by pretending to be a southern girl taking French lessons. He humors her by letting her practice her French on him. Inside, Jack tells Elizabeth that Prophet Five may have infiltrated more organizations than just MI-6, so by following the MPB, they might get more information. Elizabeth summarizes that Jack wants her to investigate MI-6 from the inside. She asks after Sydney and he tells her that she just met her. Even after hearing that learning more about Prophet Five will help find Vaughn’s killer, Elizabeth isn’t thrilled about committing treason. Back at APO, Jack tells the others that Elizabeth has confirmed that the MPB acquisition is off-book, and though she couldn’t identify the double agent who’s behind it, she named the engineer who designed the MPB, Lukas Basarov. He’s on his way to Sao Paolo to speak about theoretical microdynamics, and within 48 hours he’ll receive a transmission containing information about the sale of the MPB. Marshall wants to go on the mission, which involves uploading software that will give them the information from the transmission, but Jack assigns Rachel instead. As she’s preparing for her trip, Sydney asks her the last time she did something fun. Rachel replies that hitting Dean over the head with a shovel was fun. Sydney encourages her to try to get a life and Rachel promises she’ll try after the mission.

In Sao Paolo, Rachel checks into a hotel as Lydia Sand, a British woman in town for Basarov’s conference. At the desk, she encounters a brash American guest - well, not so much American as Julian Sark (last seen in “A Man of His Word”). They wind up in an elevator together and discover that their rooms are across the hall from each other. Rachel drills a hole in her wall and threads a fiber optic camera through it so she can spy on Basarov. At the same time, Sark calls someone who’s paying him to be there and assures him that he’ll know more about the trade by the next day. Later, Rachel encounters Basarov and gets him to sign her journal; she really just wants his fingerprint so she can create a duplicate. Sark calls room service and spots Basarov preparing to take a shower. Rachel lets herself in Basarov’s room and is about to use the duplicate fingerprint to get access to his computer when Sark knocks on the door, announcing himself as room service. She hides outside on a ledge as he uploads something from the computer and leaves. Rachel then goes back inside and does the same. By the time Basarov gets out of the shower, the only thing in the room that wasn’t there before is the room service cart. Rachel calls Tom at APO to tell him that she was successful in uploading what she needed to. He tells her he’ll contact her via PDA after they get the transmission, so she can relax and take the night off.

Rachel winds up in the hotel bar and encounters Sark (alias Bob Brown) again. She shares with him that she sometimes feels like she’s in over her head at work; she’s just joined a new division and she has more responsibilities and is taking more risks. He encourages her to change her perspective, since risks are what make life interesting. They discuss “Bob”’s job (freelance international trade) and her new job. Rachel mentions that she admires Sydney a lot for working and preparing to have a baby. Later, they head upstairs together and kiss good night. The kiss turns into something more and the two try to decide whose room to go in. Rachel claims that hers is messy so they go to Sark’s room and go to it. Afterwards, they, well, cuddle, and he offers her a drink. Once he’s gone, Rachel sneaks a peek at his passport and an airline ticket that shows he’s soon headed for Nassau. She gets a call and tells Sark that she’s going to leave because she has an early flight. Rachel calls Marshall to tell him that the transmission is coming through early, then starts transferring it. Back at APO, Sydney congratulates her on her good work and Rachel admits that she met a guy at the hotel. Jack tells them that Basarov is set to meet with the MI-6 double agent in Spain in 14 hours, so he and Elizabeth will be going to observe.

Jack and Elizabeth arrive in Malaga and start setting up to watch the meeting. Sydney, Marshall, and Tom watch the footage back at APO and Jack tells Elizabeth that they’ll use a device to track the weapon. She gets a call from Joseph, who thinks that she’s at a developing nations summit. Basarov arrives with the MPB, and soon after is ambushed by a man named Masari, the head of a terror squad and the person who paid Sark to get information on Basarov. Jack and Elizabeth’s video footage goes out as they’re discovered and the APO agents rush around, trying to find out what happened. Sloane arrives in the midst of the chaos, having been summoned by Sydney, and says that Masari must have found out about the MPB. He notes that someone else may have intercepted Basarov’s transmission the same time Rachel did. He finds Sark on surveillance footage from the hotel, and after hearing more about him, Rachel starts to get worried. Later, she tells Sydney that she had no idea who he was. She assures Sydney that he couldn’t have gotten information from her because he was never in her room. She promises that she can find him, since she knows that he’s on his way to the Bahamas. There, Sark exits the airport and encounters “Lydia” and Sydney. They inform him that Jack and Elizabeth were abducted and they want to hire Sark to help them find Masari’s base of operations.

At the base of operations in Tunisia, Masari asks Jack and Elizabeth where they were transmitting footage to. Elizabeth tells him that they were sending holiday photos. Masari holds a gun on her and though Jack asks to be threatened instead, Masari shoots her hand. Before anything else can happen, Sark calls Masari to tell him that his captives are intelligence agents. He knows of people who would pay a lot of money for their return, but Masari would rather kill them. Sloane, who’s listening in, tells Sark to do whatever it takes to save them, so Sark threatens to make a deal that will hurt Masari. Masari would like Sark at his compound in the next 24 hours to pay for Jack and Elizabeth’s release. Dixon wonders if they can trust Sark, but Sydney thinks he’s telling the truth. Dixon tells her that he’s not letting her go on the mission to extract Jack and Elizabeth because she knows Jack wouldn’t want her to go. Dixon, Tom, Rachel, and Sark all head to Tunisia, where Rachel gives Sark a watch that contains a locator. He tells her not to blame herself for what’s happened, since he’s very good at his job. He tries to butter her up and she threatens to gag him. “Does this mean we can’t be friends?” he asks. Rachel is very glad when they arrive at the compound. At APO, Marshall offers to keep Sydney company until they hear something from the others.

At the compound, Sark heads inside and hands his money over to Masari. Masari, however, isn’t going to let things happen so easily. Outside, one of Masari’s guards gets a call and Dixon takes him out. Rachel and Tom emerge from their hiding place in the truck and the three head inside. Dixon and Tom rescue Jack and Elizabeth while Rachel goes looking for Sark and Masari. In Masari’s office she finds Sark handcuffed to the MPB, which is counting down from eight-and-a-half minutes. Sydney and Marshall start talking Rachel through the disarming procedure while Sark explains that Masari thought he was betraying him, so he took the money and left. Sark worries that Rachel is going to cut the wrong wire on the MPB; she reminds him that he likes taking risks. She takes the chance and cuts the wire, choosing the right one. Sydney makes sure that Marshall doesn’t say anything to anyone about Rachel and Sark’s fling. After Elizabeth has been tended to, Jack sends her back to England with an apology, which she dismisses. Dixon and Tom offer Sark his payment, but he tells them this job was a freebie. Back at APO, Sydney tells Jack over the phone how worried she was; he’s glad that she and the baby were safe. After she hangs up, Dixon arrives and she hugs him. At home, Jack plays the piano.

MEMORABLE QUOTES: Elizabeth: “And unless she’s wearing a very convincing disguise….”
Jack: “I’m going to be a grandfather - a very young grandfather.”

“What’s a little treason between old friends?” - Jack

Marshall: “Well, Brazil. Isn’t that, you know, the place where they have the um, string - you know, what are they called? Not bikinis, but, um….”
Jack: “Thongs.”

Sark: “He assumed I was betraying him, and he took the money and he left.”
Rachel: “Oh. So then he knows you pretty well.”

Rachel: “I thought you liked risks.”
Sark: “I also like my body. As I recall, you do, too.”

“Just so we’re clear, you approached me. You were the one that was stupid enough to let me into your room. And afterwards, you were the one that wanted to cuddle.” - Rachel to Sark

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