As a reward for her co-operation (and incentive for future collaboration), Kendall has arranged for her to spend some time in the open air instead of being confined to her cell. Irina explains to Sydney what working for the KGB meant to her and although back then she may have been loyal to the agency, she was a fool to think that any ideology could come before her daughter. The two hug and are quickly forced apart by the guards.

Meanwhile at SD-6, Sloane has Sark tortured believing that he may have had something to do with the failure in Kashmir. Sark is able to convince Sloane that he had nothing to do with the failed operation and is able to prove his worth for a little longer. Sloane releases him with a warning that such failures will not be tolerated again.

When Sydney arrives at SD-6, a briefing is held where Sloane outlines a plan to steal an access terminal to the CIA’s Echelon system. With that terminal, the rogue agency will have all the capabilities of the Central Intelligence Agency and more. Sloane disguises the theft as a retrieval mission, claiming that Cuvee has stolen the terminal and that they are the only team that can bring it back. Vaughn issues Syd with a counter mission to apply a deletion program to the terminal which will render it useless.

Back at Credit Dauphine, Marshall asks Syd to take some photos while she’s in Paris so that he can photoshop himself onto the photos. Since he works so much, he likes to show the doctored photos to his mother as an excuse for why he’s away from home so often.

Jack visits Irina in her cell where he tells her that he still believes she has an agenda behind her captivity. He follows that her plan is long term and her plan was to infiltrate the CIA while Sark infiltrates SD-6. He offers a deal – a private prison facility in exchange for a full confession on why she turned herself in. She refuses, telling Jack that there were times where the illusion of their marriage was as real for her as it was for him.

In Paris, Sark and Sydney move in on the truck carrying the Echelon terminal. As Syd enters the truck via the roof, Sark takes out the escort car. Once inside however, they find that the truck is empty and that the terminal was actually in another car. The courier runs and Syd pursues. Bouncing form car to car, she eventually catches up with him, drop kicking him and taking the terminal. When Sark catches up, they jump into his car and they make their escape.

Back in L.A., Sloane introduces Jack to Ariana Kane – the head of Alliance counter intelligence. Due to the blackmailing and alleged kidnapping of Emily, Kane was sent to investigate the business being carried out within the SD-6 office. Jack and Kane face-off discussing motivational theory and Sloane suggests the two collaborate on the investigation.

Will meets with Vaughn who arranges for him to sit a CIA psychological exam which may lead to an analyst job with the agency. After the exam, Will meets with Sydney for a few drinks and they discuss the test and Francie’s birthday. Will mentions he feels so cut off from her now that they can’t share what’s really going on in his life. Vaughn arrives at the bar with his girl friend Alice and the two bump into each other. Alice recognises Syd and both couples stop for a chat. Will picks up on the chemistry with Vaughn and is able to direct the conversation into a graceful exit.

The next day in SD-6, Sloane announces that the Echelon terminal was rendered useless due to a failsafe that had been implanted within the terminal hardware. But thanks to Sark’s intelligence contacts, they have another lead – one of Cuvee’s men rigged a backup of the terminal software which can be used to reverse engineer a terminal. The catch: Marshall needs to go on the mission too as he is the only one qualified to hack the server without the assistance of any technology.

Because of Marshall’s involvement in the mission, Vaughn explains to Sydney that the only counter-mission they have is to extract Marshall from SD-6 after the London mission. He arranges for his taxi home to be intercepted by a CIA SWAT team who will take him to a safehouse where he will have the option to join the CIA. Vaughn also said he sent agents to pull the CCTV tapes from the bar so that no one will be able to connect the two.

In the briefing room at SD-6, Kane questions Jack about his reasons for leaving the CIA and joining SD-6. He claims they were both disillusioned with the U.S. Government and so broke away for form their own group. He also claimed that Sloane held his daughter hostage for his cooperation. After a few accusations, Jack fights back, causing Kane to suspect he has something to hide – his reactions make too much sense and are to perfect.

In London, Marshall and Sydney head to the Symphony where they drug their target and use his access card to access the server facility holding the Echelon software. On the way in, Marshall is hit by a tranquilliser dart and he starts to loose consciousness. Syd is able to get him to the server room where he tries to access the Echelon code. As he dozes off, Syd kisses him, waking him up to the point where he is able to hack the code and grab the software. They quickly make it back to the Symphony to return the card and then head home.

At the airport, Sydney says her goodbyes to Marshall knowing that he will be extracted by the CIA and take to a safe house. Marshall says that after the mission he has never been prouder to be one of the good guys. Little does he know that SD-6 has nothing to do with the CIA.

When she returns home, Sydney prepares to surprise Francie with her surprise party, covering up the questions about her secret conversations with Will over the last couple of weeks. As she enjoys the party, Marshall’s car is extracted…but not by the CIA. The SD-6 techy is strapped to a table and prepped for a torture session by the remnants of Irina’s organisation – they want the Echelon code he saw while hacking the server.