"The Box, Part 2"
Written by Jesse Alexander and John Eisendrath; directed by Jack Bender

Sydney is in an air vent at SD-6, waiting for Cole’s thugs to catch and capture her (see “The Box, Part 1”). Jack steps in for her and allows himself to be captured so that she can remain hidden. He’s taken to where the other hostages are being held. Sydney goes back to the control room and finds a note from Jack telling her to follow a map to find the three locations of C-4, which she’ll have to deactivate before the vault is opened. Dixon tells Jack that he thinks he can e-mail Langley on his PDA, but Jack reminds him that the CIA can’t acknowledge its connection to SD-6. Jack tells him not to do anything, revealing that Sydney is in the ducts and will try to disarm all of the C-4. Dixon still thinks they should try to contact Langley. Sydney finds one of the C-4 locations and uses a fire extinguisher to get through the steel plate over it. Near the vault, Toni lets Cole know that she has two of the ten numbers in the code. In the conversation room, Sloane taunts that Cole let his men down in Chechnya. Cole responds by introducing him to another needle of fire. Sydney continues to move the plate as Dixon e-mails Langley. A thug notices that they’ve lost feed on a security camera that happens to be near Sydney. At the CIA, Weiss tells Vaughn that they’ve received Dixon’s e-mail and wonders what’s going on at SD-6. Vaughn takes the e-mail to Devlin, but Haladki butts in and says that it’s probably a trap set up by Sloane, so they shouldn’t move. Weiss encourages Vaughn to go back alone and talk to Devlin again, but Vaughn decides to head over to SD-6 by himself.

As Sydney gets to the C-4, Toni gets five of the ten combination numbers. Sydney hears a thug approaching and beats him up. Vaughn arrives at Credit Dauphine and, suspicious of the van driver, attempts to question him. They fight instead and Vaughn ends up shooting the driver. At the CIA, Haladki intercepts a call from Vaughn to Weiss announcing that he has confirmation that something is going on at SD-6. Vaughn wants a team to come over and back him up, but Haladki warns that he’s in a lot of trouble for breaching protocol. Cole tries to summon the guard Sydney bested over the radio, so Sydney tries to get the guard to pretend that everything is okay. A drunk Will heads to Sydney and Francie’s and tells Francie about the situation with McNeil and Kelly. She encourages him to use the key he received if it means that he can help someone. At SD-6, Cole sends Toni after the guard Sydney has tied up. Sydney hears someone approaching and flips her potential assailant, then realizes it’s Vaughn. They fill each other in on everything and Sydney recruits Vaughn to help her deactivate the C-4. He determines that there’s a crystal that has to be removed, but there are lasers in front of the pin that they have to get past first. As Vaughn sprays something to make the lasers visible, Sydney removes the crystal from the first C-4 supply and they head off to find the other two. Before they can go however, they encounter Toni.

Toni orders Sydney to tie up Vaughn, but instead they overpower Toni and tie her up. She reveals that she’s British SIS and has been undercover for a year trying to get into Cole’s intelligence network. Sydney fills Vaughn in on the Man, whom Toni says SIS has been trying to learn the identity of for three years. Vaughn starts to gag Toni with his tie and she says that if this mission goes well, Cole will trust her enough to tell her who the Man is. Vaughn asks what’s in the vault, but Toni only knows that it has something to do with Rambaldi. She warns that if Cole finds her tied up, he’ll know that someone is there and will go looking for Vaughn and Sydney. Vaughn thinks that she’ll make sure of that if they let her go, but Toni promises that she’ll tell Cole there was only one of them. Will uses his key at a locker on a pier and discovers Mrs. McNeil’s autopsy report. In SD-6, Vaughn and Sydney split up to defuse the other two C-4 stashes, hoping to eventually make it to a hockey game in the future. At the CIA, Weiss learns of the attack on SD-6 from Haladki. As Vaughn works on his steel plate, Cole grows frustrated over the AWOL status of two of his thugs. A thug finds Toni, who tells him that she was only tied up by one person. Vaughn removes his crystal, but before Sydney can remove hers, a thug approaches, tracking someone’s heartbeat with a detector. He shoots at the target in a closet but discovers that he’s killed another thug. Sloane is pleased that things don’t seem to be going smoothly for Cole.

Sydney returns to her C-4 as Cole announces over a loudspeaker that if whoever is attacking his men isn’t in Sloane’s office soon, he’ll start killing agents, starting with Jack. Vaughn finds the control room Sydney and Jack used for surveillance and starts flipping through channels. Sydney turns herself in to Cole as Vaughn spots her on the camera. Sydney is placed with the other hostages and has to admit to Jack that she didn’t get to complete her task. Vaughn calls Weiss at the CIA and tells him that he’s not sure if the third C-4 stash has been deactivated. Weiss assures him that backup is on its way, then threatens Haladki. Cole drinks champagne straight from a bottle, telling Sydney that he always brings some on a job. He makes her drink some, which she’s not happy about. He reminisces about seeing her around the office years ago and asking her out; she told him that if he ever talked to her again, she’d break his kneecaps. Cole warns that Sloane will disappoint her and she’ll hate him. He then reveals that he backwashed in the champagne, so it doesn’t really matter that she never wanted to kiss him. Will meets up with Kelly at a restaurant and tells her to give the autopsy report to her father. He advises her to stick to her promise of leaving town. Back at SD-6, Cole puts a needle of fire into Sloane’s neck as Sloane taunts him about breaking during interrogation. Toni tries to tell Cole that the vault is open, but he gets frustrated and kills her.

Marshall notices the ring Sydney got from his office and tries to catch her attention. Cole orders one of his thugs to kill all of the hostages. As they line themselves up against a wall, Marshall reminds Sydney of a past mission and she uses the ring, which contains explosives, to get the upper hand on the thugs. She and Dixon head for the vault, as only Sloane can shut off the failsafe. Jack heads to the conversation room and takes out Sloane’s needles of fire, assuring him that Sydney will save everyone. Sloane tells him that they can’t turn off the failsafe without his fingerprint, and since it will take a while to release Sloane from his shackles, he suggests that Jack take his finger. Jack does so. Cole prepares to get into the vault but is ambushed by Dixon and Sydney, who fights him as the vault opens. Jack deactivates the failsafe as Cole removes a small box with the Rambaldi symbol on it from the vault. Sydney chases him into the parking lot and stops him with some help from Vaughn and Weiss. Vaughn tells Sydney that SD-6 will never know the CIA was there. Weiss gives Sydney the box Cole was after, which contains a vial of liquid. “It’d better be good perfume,” Sydney remarks. Vaughn tells her that she should rethink leaving SD-6 - hockey can wait, but what she’s doing there can’t. Back inside, Sloane tells Sydney that things in the agency will never be the same. He vows to find the people who hurt them and make them pay. Marshall rescues Sloane’s finger, delightedly telling Sydney, “Sloane gave me the finger.” Dixon tells Jack that the e-mail to Langley must not have gone through. Jack asks Sydney what she wanted to talk to Sloane about that morning before everything happened. “I told him that I’d see him tomorrow. Thank you,” she replies.

MEMORABLE QUOTES: Vaughn: “If I’m not back in a couple of hours, I’m probably dead.”
Weiss: “Good to know.”

Sydney: “Did you study bomb defusion at Langley?”
Vaughn: “Just seminars, though. Nothing field-specific.”
Sydney: “Does anyone ever learn anything in seminars?”
Vaughn: “Let’s just take this one step at a time. This is a charge of C-4. I can tell, ‘cause it says ‘C-4’ everywhere.”

“Dear person beating up my men: I assume that you’re an employee here. I am now standing in Sloane’s…tastefully minimilastic office….” - Cole

Weiss: “If I find out that you screwed Vaughn, you do understand that your a%$ is mine.”
Haladki: “I’m not scared of you.”
Weiss: “Well, you should start being scared of me.”

Cole: “You didn’t want to kiss me. Remember?”
Sydney: “No, I don’t. But I can see not wanting to kiss you.”

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