Written by Jeff Pinkner; directed by Lawrence Trilling

A girl hurries to English class in an Amsterdam university, where the students are studying nouns and verbs. In the middle of an exercise, the teacher hears a cell phone ringing from a girl’s bag and asks her to turn it off. The student notes that the phone is off. The teacher, Mrs. Cahill, leaves the classroom and sees a man in the hallway talking on a cell phone. Another man appears with a gun, and while Mrs. Cahill draws her own gun, another armed man appears. She turns to shoot the first man, but he’s gone, as is the other. One of the students comes into the hallway and Mrs. Cahill says something to her in Dutch, then shoots herself. In L.A., Sydney and Vaughn play hockey (though she isn’t very good). He uses a hockey experience as a metaphor for fear and asks Sydney why she’s so afraid of moving forward in their relationship. Before she can answer, they get called in to work. At APO, Sloane tells everyone about Nancy Cahill, who worked for Langley and only taught for her cover. Sydney translates Nancy’s last words as “tell them it’s funny.” Her husband, Jason, is also an agent but has disappeared. Sloane wants Dixon and Weiss to retrace Nancy’s last days while Vaughn and Nadia do the same for Jason. Sydney and Jack will go to the Cahills’ apartment in Amsterdam and get all of their files.

In Amsterdam, Sydney and Jack find themselves in a dark apartment with a crawlspace filled with drawings and writing. There, Sydney is attacked by Jason, who bites her neck and vomits blood on her before Jack shoots him. In APO’s medical wing, Sydney undergoes some tests, including a CAT scan. Her doctor tells her that she seems to be fine, but they took the CAT scan because the Cahills’ pineal glands were enlarged. This gland creates melatonin, which affects body temperature and sleep, but an imbalance can cause strange behavior and even violence. Sydney thinks that Jason’s writing and drawings indicate paranoia. The doctor says that he first thought Jason was under the influence of a hallucinogenic, but there wasn’t anything in his blood. Jack doesn’t think that any drug in Jason’s system would have been transferred to Sydney, so nothing would show up on the CAT scan anyway. Upstairs, Vaughn discovers that Nancy placed more phone calls than usual in the days before she died. Marshall offers to trace them and try to reconstruct Jason’s computer. Weiss tells the others that Nancy locked Jason in the crawlspace because he was going crazy analyzing data. Afterwards, Vaughn checks on Sydney, who just wants to go home and sleep. However, she has trouble sleeping that night because she keeps seeing Jason’s face.

In the bathroom, Sydney sees a spider crawl behind a pill bottle, but when she moves the bottle, the spider is gone. Weiss and Nadia return from a date and joke around while Sydney discovers that according to a thermometer, her temperature is 111 and climbing. At the ops center the next day, Sydney looks over Jason’s drawings and writings, one of which includes the word “vampire.” Vaughn tells her that they’re still retracing the Cahills’ steps to see if they can find out if they were influenced by some drug. Marshall reveals that he’s recovered some of Jason’s files and learned that his contact called himself the Count. Sloane sends Sydney to meet with him in Bucharest posing as one of Jason’s associates. Dixon doesn’t like the idea of Sydney returning to the field so quickly, but Sydney assures him that she’s fine. After the meeting, Sydney asks Marshall if the drugs in the Cahills’ systems could have a delayed reaction. Marshall doesn’t answer because he gets distracted by a phone call from Carrie (and Mitchell). Sydney confides in Nadia that her temperature was 111 the night before, which Nadia notes is impossible. She thinks Sydney should tell Sloane and Jack, but Sydney doesn’t want to be sidelined.

Sloane summons Dixon to his office to chastise him for questioning Sydney’s capabilities when that’s part of Sloane’s job. He notes that in Dixon’s 11 years at SD-6, he never once suspected that he wasn’t working for the CIA. An annoyed Dixon asks if Sloane thinks his loyalty is a liability. Sloane tells him to do his job while he does his. In Bucharest, Sydney continues studying Jason’s drawings while Jack and Vaughn go over last-minute details for the mission. Sydney sees a tarantula in her mug and when she drops it blood spills out. In reality, she’s just spilled tea everywhere; she tells Jack and Vaughn that it was just hotter than she thought. After she leaves the room, Jack tells Vaughn that one of them needs to have her in his sight at all times. Sydney heads to a club full of people who seem to like vampires and meets with the Count at the bar. On their way out to the balcony, she spots a couple kissing and thinks it’s Vaughn and Lauren. On the balcony, the Count gets paranoid about Sydney’s presence and runs off before she can get any information about the drug. Vaughn starts a gunfight that results in the Count’s capture. Later, the Count admits to Jack, Vaughn, and Sydney that Jason hired him to keep any eye on his pharmaceutical competition. He seems a little pleased to learn that he was spying for the U.S. government.

While the Count starts detailing some of his jobs, Marshall calls Sydney and tells her that the drug has an incubation period, like a virus, and winds up altering the infected person’s brain. Jack asks the Count about a drug called Nocturne, which he says takes away the need to sleep. Sydney watches him load a gun and shoot himself. “Is too bad for you…because you’re dying, too,” she hears him tell her. It takes her a minute to realize that none of this is really happening. Jack, Vaughn, and Sydney get in touch with Sloane and the doctor to discuss Nocturne. Jason’s delusions were basically dreams, but he was unable to wake up from them. Sydney hears Sloane taunting that he’s wearing down her defenses and gaining her trust. She looks over at Vaughn, but he’s turned into Sloane. He continues that sooner or later, he’ll betray her and the people she loves will die. Sydney attacks the Count, noting that he didn’t seem surprised when he learned that Jason was dead. The Count admits that he couldn’t find Nocturne, so he gave Jason an old sample that he knew was bad. He only knows that it came from somewhere in Prague. At the ops center, Weiss and Nadia go back over Nancy’s last words, which Nadia determines actually referenced a group of biochemical engineers that apparently created Nocturne.

Sloane tells Jack that Sydney needs medical attention and can’t wait for them to find an antidote. Vaughn notes that there might already be one, so Jack announces that they’re going to Prague. Once there, Jack tells Vaughn to access the files of the chemist in charge of the project. Sydney listens in, thinking that Jack is saying, “Sydney’s about as trustworthy as her mother.” Vaughn agrees. “I’m going to kill her just like I did Irina,” Jack tells him. After Vaughn heads off, Sydney arms herself with a switchblade. Sydney thinks she sees Jack pulling a gun on her, but he’s just holding a bottle of water. She asks him if they have any tranquilizers; they don’t, so she asks him to tie her up. As Vaughn gets into the building, Jack duct tapes Sydney to a chair and tries to convince her that she’ll be okay. She hears him saying, “You can’t imagine how much I hate it when you talk.” He adds that every time he looks at her, he sees Irina’s face. While Jack tries to talk Sydney through her panic, Vaughn looks for the antidote. Sydney asks for a hug, but she just wants to use the opportunity to knock Jack out. She then uses her switchblade to free herself from her binds. Vaughn finds the antidote and heads back outside, where he finds Sydney crying at the end of an alley. He sees an unconscious Jack and Sydney says that she thinks he’s dead.

When Vaughn leans over to check on him, Sydney pulls a gun on him and blasts him for playing games with her. She admits that she’s afraid he’s going to betray her like he did when he married Lauren. She tries to shoot him but there are no bullets in the gun. After some fighting, Jack knocks Sydney out and Vaughn notes that he must have taken the bullets out of the gun. He administers the antidote, and once they’re back in L.A., Sloane has to admit to Dixon that his skepticism about Sydney going into the field was well founded. Dixon replies that he never suspected SD-6 was rogue because he never thought someone could be as evil as Sloane. He adds that when Sloane’s true intentions are inevitably revealed, he’ll be there. Vaughn visits Sydney in the medical wing and assures her that everything she said and did doesn’t matter because she wasn’t herself. She sees another spider, but Vaughn sees this one, too, and tells her that his father liked spiders and believed they were lucky. He heads off, leaving Sydney alone to think about everything that’s happened.

MEMORABLE QUOTES: Sydney: “Are you s…?”
Weiss: “What? Staying over? No. Unless I am. Am I?”
Nadia: “You’re not.”
Weiss: “I’m not.”
Nadia: “I’ll walk you out.”
Weiss: “She’ll walk me out. She almost said yes. You saw that, right?”
Nadia: “Right now.”
Weiss:This close.”

Vaughn: “What’s going on here, girl stuff?”
Nadia: “People stuff.”

Sydney: “We know who you are, Andre Cirescu.”
The Count: “Nice. That was good pronunciation.”

Vaughn: “You took the bullets out.”
Jack: “Seemed a reasonable precaution.”

“I’d have said this earlier, but when I get done, it’s likely you’ll have me relieved of my position and I didn’t want that to happen while Sydney was in the field. I’ve asked myself countless times why I never saw the true nature of SD-6. For a while, I punished myself over it. Finally, I realized my only failure was that of imagination. Despite all the evil I’d encountered, I’d never imagined a person could exist…someone as thoroughly toxic as yourself. I won’t make that mistake again. You want us to believe you’ve reformed, that for the love of your daughter you’ve decided to listen to the better angels of your nature. Arvin…let’s be honest: you don’t have any. And on that inevitable day when your true motive reveals itself? I promise you…I’ll be there. I’ll be waiting.” - Dixon to Sloane

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