Written by Monica Breen; directed by Frederick E.O. Toye

Sydney voices over that when she first heard about Prophet Five, Vaughn was gunned down, and he wasn’t the first person. The organization is run by the 12, and now APO knows where to find them. Sydney vows not to live with secrets anymore. In Sydney, Sydney (clever, writers) takes a photo of a Prophet Five operative and sends it to Jack. She’s about to leave when she overhears someone mentioning the names of two other Prophet Five agents. She decides to improvise and try to get their photos as well. In Rome, Dixon poses as a cab driver (which goes awry when someone actually wants a ride) and takes a photo of another agent. In Bangkok, Marshall hangs out in a sauna to get his photo. Tom poses as a military officer in Siberia, using a pen to scan someone’s ID. In London, Vaughn tries to take his photo from a rooftop but his view is blocked by a truck. He winds up hiding his camera under his coat and surreptitiously taking the photo from the street. While Sydney goes off coms in Sydney, Jack poses as a tourist in D.C. and gets a woman to take his photo with the capitol in the back. He’s actually getting a photo of a Prophet Five agent in the background. (And no, Jack doesn’t smile.) Back in Sydney, Sydney dresses as a waitress and pretends to fill in for a waitress she’s knocked out. As her cover is about to be blown, she rappels down the side of the building and gets her photo through a window. Back at APO, Sydney tacks up all the photos and announces, “Now we know who we’re fighting.”

The APO crew meets to talk about the 12, Tom thinking they should just bring them in since now they know who they are. Dixon notes that in order to avoid any of the agents tipping others off, all 12 need to be arrested at the same time. Jack tells Marshall they need a program that will track all 12 agents’ movements. Marshall notes that it’ll take a while, but Jack doesn’t seem to care. He adds that they need to operate under the assumption that Sloane is working for the 12 - if they take the 12 down, they’ll get to Sloane, too. Meanwhile, Sloane, Peyton, and Sark (see “No Hard Feelings”) hide out together, discussing the amulet Peyton got from “Anna” (see “I See Dead People”). Sloane wants to make sure the three of them are powerful before the 12 get the amulet, or else the 12 won’t see any point in keeping them around. He’s smart enough to know that Peyton could walk out and warn the 12, turning him in and making herself look useful at the same time. Sark is sure that she won’t, since they’re so much alike, and assures Peyton that she’ll be well rewarded if she sticks to the plan. “Does he come with the package?” Peyton asks. At home, Vaughn wakes up to find Sydney writing something. She tells Vaughn what the Rose told her about the amulet indicating the end of the world (see “No Hard Feelings”), and he reminds her of other prophecies she’s disproved, like the one about Mt. Sebacio (see “Masquerade”). Sydney is worried that Isabelle will have to grow up without her. Vaughn promises her that won’t happen.

At home with Carrie, Marshall tries to be romantic but isn’t very successful. Tom stops by Rachel’s place to talk; she guesses that he’s thinking about his late wife. He blames himself for her death, but Rachel tries to convince him that it’s Korman’s fault. As she heads to the kitchen to make coffee, Carrie goes to Mitchell’s room, where Marshall was last headed, and sees an open window and no sign of Marshall. Rachel returns to the living room and sees that Tom isn’t there. Someone knocks at the door and she opens it, thinking it’s Tom coming back, but it’s Sark, who chloroforms her. Marshall is taken to Sloane, Sark, and Peyton’s hideout, where Sloane tells him he needs to find the location of an underground cavern Rambaldi described. In order to do so, he needs to penetrate the U.S. government’s satellite network. Marshall refuses to help so Sloane tells Peyton to convince him (through torture, of course). Sydney and Jack head to Marshall’s house to try to comfort Carrie over Marshall’s disappearance. Carrie doesn’t understand why someone would kidnap him, since she believes he’s a game designer. Sydney decides it’s time to tell her the truth about Marshall’s job. Tom calls Jack to let him know that Rachel seems to be missing, too. Carrie wonders why Marshall didn’t tell her about APO, since she’s worked for the CIA and the NSA and understands about government organizations. Sydney tells her that he was ordered not to say anything and was trying to protect her. Jack announces that they need to get back to APO, and Carrie demands to come along, pointing out that she can fill in for Marshall with their tech stuff. Jack agrees.

Sark prepares to torture Rachel with electrical shocks, telling her that he’s thought about her a lot since they met (see “Bob”). She doesn’t back down and he does his thing. At APO, Dixon predicts that Sloane was behind Marshall and Rachel’s disappearances, though he and Jack aren’t sure why Sloane wanted them. Dixon adds that Sloane won’t think twice before killing either of them. Jack reveals that when Sydney was a child, after Irina was extracted and Jack was arrested, Jack named Sloane as Sydney’s guardian. “In spite of everything he’s done, I believed that some part of him was still the friend I once trusted with my daughter,” Jack says. “Clearly, I was wrong.” Carrie spots Vaughn and gets another shock when she realizes that he’s not dead after all. He tells her about the program Marshall wrote to track the 12’s movements; he needs her help to get through Marshall’s security protocols. Carrie quickly figures out his password and asks what else she can do. Sloane sends Peyton out of the room and tries to use Mitchell and Carrie to get Marshall to talk. Marshall stands up to him, pretending not to be worried that Sloane will cut off one of his fingers. Later, Nadia’s ghost appears to Sloane and tells him that Marshall’s right about him. Sloane says he’s doing what he has to and eventually Marshall or Rachel will talk. Nadia disagrees, stating that they have something Sloane doesn’t have - love, family, and honor. Sloane will never break them, which he’s starting to realize.

Sloane tracks Sydney and Isabelle down in L.A. and asks Sydney to talk to Marshall because he’ll listen to her. She does so, assuring Marshall that Carrie and Mitchell are safe. She tells Marshall to do whatever Sloane asks because it’s more important to her that Marshall be safe. Marshall asks her to tell Carrie he loves her and that he’ll finish reading Mitchell The Littlest Fish when he gets home. Back at the hideout, Sark puts Rachel and Marshall in the same room and Marshall tells Rachel that Sydney wants them to do whatever Sloane asks. Marshall needs Rachel’s help to leapfrog the satellite system so that they won’t be detected and shut out. Rachel tells him she’ll have to open a bunch of ports and not stay in any of them for longer than 15 seconds. At APO, Vaughn relays Marshall’s message to Carrie, confused about the reference to The Littlest Fish. She remembers that the fish in the book is named Noah, which she thinks means Marshall is having to use NOAA’s satellite network. Carrie can set up trip wires to figure out where Marshall is. As she does so, Rachel and Marshall figure out that Rambaldi’s cavern is in Italy. “I should have known it,” Sloane says. At APO, Carrie determines that Marshall and Rachel are in Mexico. Sloane tells Sark and Peyton that he’s contacted the 12, who are waiting for them. Sark wants to reconsider the plans they have for Marshall and Rachel, but Sloane wants them eliminated.

Marshall sees Rachel having what he thinks is a heart attack, but she’s actually picking the lock on her handcuffs with the underwire from her bra. A guard comes in to kill him but Rachel overpowers him, impressing Marshall. The two are rescued by Sydney, who tells Marshall that Carrie was instrumental in finding them. Dixon announces that Sloane is gone. Back at APO, Carrie gives Jack something, telling him that Marshall’s program was designed to let him know if anything significant happened. It is - the 12 are gathering. Sydney calls to let Jack know that Rachel and Marshall are safe, but Sloane, Sark, and Peyton are all gone. Jack tells her they’re going to Zurich, where the 12 are gathering; Sloane must be ready to give them whatever Marshall and Rachel got for him. Sydney thinks this is their chance to bring down the 12. “It’s almost over,” Jack replies. At the hideout, Marshall boasts about standing up to Sloane. Rachel gives Sydney the coordinates of the cavern, and Marshall notes that Sloane seemed familiar with the area. Sydney quickly determines that it’s at Mt. Sebacio. She wants to go there and beat Sloane to the cavern. Vaughn says her name and she replies that she wants to do what he suggested and not give into the idea that she’s powerless. Vaughn replies that he was just going to say he’s coming with her. The two arrive at Mt. Sebacio and Vaughn lowers Sydney into the cavern, where she finds Sloane with the amulet.

Sydney draws her gun on Sloane, who warns that a shot will trigger a cave-in. He reminds her of when she came to live with him and Emily, and they lined the shelves of her room with stuffed animals to comfort her. One morning he found her in bed with all of the animals; she said that there had been a storm and she had saved all of the animals from drowning. As Marshall and Carrie happily reunite at APO, Sloane tells Sydney that he always wondered when she would learn that she couldn’t save everyone. As Sark sets a bomb in an L.A. subway tunnel, Jack tells the APO crew that they have a team set up outside the 12’s meeting place. Tom announces that they found a schematic of the L.A. subway system at Sloane’s hideout. Marshall and Rachel determine that Sloane is targeting APO. Jack announces that they have to clear the building and evacuate the subway by calling in a bomb threat. At Mt. Sebacio, Sloane tells Sydney that he doesn’t care if Marshall gave her a message because he’s already “accounted for everyone.” He knows he has to remove the obstacles of APO and Prophet Five. Sydney starts to threaten him, but Sloane tells her it’s too late - things are already in motion. Peyton arrives in Zurich as Sloane tells Sydney she can’t avoid fate. She doesn’t believe in fate, but he’s still glad she’s there because he wouldn’t want her to “be there when it happens.” Tom and Dixon search through the subway tunnels and Tom finds Sark’s bomb. “It’s big, he notes.”

Sloane tells Sydney that he never wanted her to suffer the way she did when she was a child, when Danny died (see “Truth Be Told”), or when Vaughn supposedly died (see “Prophet Five”). Back in L.A., Tom tells Dixon that he can’t deactivate the bomb without triggering a failsafe. He can, however, use liquid nitrogen to slow down the timer to buy everyone time to evacuate. Dixon warns him to get out before the timer dips below a minute. Peyton kills the 12 in Zurich as Sloane tells Sydney he’s offering her the chance to walk: “The only person you can rescue is yourself.” As everyone evacuates the subway system in L.A., Jack talks to Tom on coms, telling him to get out now. Tom asks to talk to Rachel and tells her that he wishes they had more time because he would have asked her out. She tells him she would have said yes. Instead of getting out, Tom stays with the bomb and is killed when it detonates. As Vaughn watches the sun rise over Mt. Sebacio, Sloane holds the amulet up to the sunlight. The Rambaldi symbol is projected onto a wall of ice. Sloane tells Sydney that it’s not his choice, but she’s not allowed to see this. He shoots into the ice they’re standing on and Sydney falls through.


MEMORABLE QUOTES: Tom: “Why do I always get the assignments that involve hypothermia?”
Jack: “‘Cause you’re always late to briefings.”

Sloane: “So you want to see your family again, don’t you? Don’t be difficult. Think about your son. No, Marshall, you’re not cut out for this.”
Marshall: “You know, I never liked you. I tolerated you because I had to, you know, because you were my superior. And I was afraid of you. And I saw how…twisted you were. But now, I see you for who you really are. You are a weak, pathetic man. You know, you’re right. I’m not cut out for this. But I am thinking about my son. I want Mitchell to look up to me, to be proud of his dad. Which is why no matter what you do to me, I’ll never help you. You know what? I got a hangnail right there on my thumb. You mind working on that one next?”

“If anything happens to me, tell Mitchell how strong I was. Make sure he’s proud of his old man. Tell Carrie to move on, okay? And find someone else. It’s totally fine.” - Marshall to Sydney

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