Later, Jack socks Lindsey when he doubts his and Vaughn's sincerity and speaks brazenly about Syd. Now in custody, Jack advises Vaughn to push Syd away for her sake.

Syd tells Will that Allison Doren is alive and working for The Covenant. He remembers that St. Aidan was the codename of an old Agency contact. He arranges to meet St. Aidan in Warsaw. Meanwhile, Sark attacks Brezzel at his lab and hooks him up to a morphine drip. Before he overdoses, Brezzel reveals that Syd was going to contact Will. St. Aidan meets Will — it's Lazarey. He refuses to talk about The Covenant. Syd has Will say that Julia Thorne sent him, that she trusts him and she's in danger. "Do they have it?" he asks. "Have they been to Gratz?"

Sark appears and shoots Lazarey with a tranquilliser. A gun battle ensues. Syd and Will escape. Later, Will and Syd talk about the old days. She's lonely and, in a moment of vulnerability, they sleep together. Laying in bed, Syd realizes that she had "it," whatever that is, and assumes she would have hidden it in the Hotel Verlustzeit.

In a torture chamber, Sark confronts his father, who initially doesn't recognise him. He says he staged his death to give Sark his inheritance. Sark says the inheritance now finances The Covenant. Lazarey says they are true evil and refuses to talk … Until Sark ignites a blowtorch.

Will and Syd check into the Gratz hotel, posing as rock stars. Syd taps into the security system through the onscreen checkout and finds the location of a safe deposit box belonging to Julia Thorne. After disabling the security cameras, she breaks into the box, but Sark steals the object from under her nose. Allison attacks Will with a knife while Syd chases after Sark. In close combat, Will plunges the knife into Allison, killing her. Syd knocks out Sark and steals the object.

Syd contacts Sloane, and prepares for the trade on the San Pedro docks. A team posing as The Covenant takes the Rambaldi device in exchange for Syd. The sniper fires — and kills Lindsey. Syd opens the crate in which the Rambaldi device is stored — it's filled with junk. Sloane says it was a set-up engineered by Lindsey, who never intended to hand over the Rambaldi device. Syd doesn't believe him and promises he won't get away with it.

At the CIA. Vaughn gives Syd the cold shoulder as Jack observes. Marshall examines the box — it contains human tissue and Milo Rambaldi's name is etched in the side. Will tells Syd that he's gotten no closure or satisfaction from killing Allison. He says he's going to stay in Wisconsin and promises to see her again.