Guest Stars

Eugene Lazarev As Dr. Kreshnik Recurring	Evan Parke As Charlie Recurring
John Hannah (1) As Martin Shepard Recurring	Lori Heuring As Kate Jones/Eloise Kurtz Recurring
Sarah Shahi As Jenny Recurring	Maurice Godin As SD-6 Agent Fisher
Nancy Dussault As Mrs. Calder

Co-Guest Stars

Arabella Holzberg As Laura Bristow Recurring	Haley Gilbert As Rachel Recurring
Nancy Wetzel As Amy Tippen Recurring	Paul Lieber As Bentley Calder Recurring
Tom Waite As Guard #1 Recurring	Cole Petersen As Boy
Daniel Betances As Pearson	Neil Dickson As John Smythe

Uncredited

Greg Grunberg As Weiss Recurring	Christopher Grove As Gallery Manager

Main Cast

Jennifer Garner As Sydney Anne Bristow	Ron Rifkin As Arvin Sloane
Carl Lumbly As Marcus R. Dixon	Kevin Weisman As Marshall J. Flinkman
Victor Garber As Jonathan 'Jack' Donahue Bristow	Michael Vartan As Michael C. Vaughn
Merrin Dungey As Francine 'Francie' Calfo / Allison Doren	Bradley Cooper As William 'Will' D. Tippin

Recap

Sydney lays on the ground motionless, staring at the burning building. She has just watched Dixon blow up a building containing 5 CIA agent. Dixon gets her going again and they escape. She desperately wants to tell her partner the truth about SD-6, but Vaughn convinces her that she would be putting Dixon’s life and family in danger.
Back in Los Angeles, Sydney learns that Jack is now going to be working alongside her at SD-6. Vaughn has given Sydney her father’s CIA file. She looks through it and decides to visit the widow of FBI Agent Calder, the man who died in the same car crash as her mother. She begins to think that Jack’s suspicious activities led to the death of her mother, causing even more tension between the two of them.
The CIA is continues to download information from SD-6’s database until Marshall finds the leak and reports it to Sloane. Sloane immediately suspects that there is a mole within SD-6.
Charlie finally tells Francie his secret. He has been pursuing his dream of becoming a singer; he hasn’t been cheating on her. Francie is scared that he will humiliate himself since she has never heard him sing…or hum. He invites her to watch his debut at a local club. Francie’s fears quickly vanish when she hears his beautiful voice.
Will finds out the real identity of the woman who claimed to be Kate Jones. He shows up unexpectedly at her front door and she pepper-sprays him. She is scared and asks him to leave. Later on, She calls him to explain – she was paid to impersonate Kate Jones. Will goes back to her apartment to try and meet with her again but he finds that is now completely empty. She has disappeared...

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