Sydney is shocked to find out that her mother was a KGB agent. She does not know how to handle the information and cannot think rationally. She tells Vaughn she is going to quit SD-6.
While Jack and Sydney are at the CIA headquarters, a group of heavily armed men sneak into SD-6. They pose as an air conditioning company. They unload their equipment from a van and sneak in through a main air conditioning vent. Before Sloane has a chance to realize what is going on, the group has taken over SD-6.
As Sydney is entering SD-6, Jack catches up with her and wants to talk. They take an elevator together. Jack tells her that, as much as she wants to, she cannot quit SD-6. If she does, the Alliance will have her killed. As he says this, the elevator stops. Jack says that the only explanation for this is that Sloane has activated the emergency lockdown system. Therefore, SD-6 must be compromised.
Sydney and Jack sneak out of the elevator and into the shaft. They shimmy down some cables to the basement and go into an empty room to hide. Jack cuts into the surveillance system and splices some cables. They are now able to watch the surveillance cameras. They see that the intruders have taken everyone hostage. Sloane is a hostage too.
Will has decided to give up on the SD-6 story. It is too dangerous and he doesn’t want anyone to get hurt, especially David McNeil’s daughter. Will is afraid she will be killed if he continues. At the newspaper offices, Will gets another call from the voice. He insists that he is no longer doing the SD-6 story but an envelope is waiting for him anyways. After hanging up the phone, Will refuses to open the envelope. He wants nothing to do with SD-6.
McKenas Cole is the man who has taken over SD-6. He is a former SD-6 agent. Cole takes Sloane to the torture room where he administers a painful torture tests on him. Cole wants the access codes to the SD-6 vault. Sloane will not give them up. If he does, opening the vault will trigger an explosion (due to the emergency lockdown) and destroy the entire building and everyone inside.
Sydney and Jack decide their only way of proceeding is to get a scrambling device from Marshall’s workshop. They can use it on the vault door and stop Cole from opening the vault. Sydney must get to the workshop without being seen by anyone.
Will has decided to start a new story and goes to meet a contact at a restaurant. To his surprise, Kelly McNeil sits down at his table. She is the contact. Will knows that someone arranged the meeting and he refuses to talk to her.
Kelly follows Will to his office and begs him to finish the SD-6 story. He decides to open the envelope. When he does, a key falls out. He cannot continue until he finds out what the key unlocks.
Vaughn is ordered to see CIA psychiatrist Barnett. She thinks that he may be having trouble after learning that Sydney’s mother killed his father. He assures her that he is fine. Barnett then brings up the Christmas gift that he bought for Sydney. She thinks his relationship with Syd may not be appropriate. After the meeting, Vaughn searches for Haladki. Haladki is the only one who could’ve told Barnett about the gift. He finds him and confronts him. Vaughn and Haladki clearly hate each other.
Sydney uses the air vents to hide herself from McKenas Cole’s men. She crawls through them all the way to Marshall’s workshop. There she finds the scrambling device and heads to the vault. She uses the scrambler on the vault door. Even if Cole gets the access codes, the vault door cannot be opened. Sydney climbs back into the vents and is about to head back to the basement when Cole and his men appear. Sydney tries to be as silent as possible but Cole and his men hear her. They unload their guns on the vents. Bullets are flying right at Sydney…
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