Sydney is holding the nuclear weapon's plutonium core in her hand, when Hassan catches her -- and puts a gun to her head. Using the core as a distraction, she knocks Hassan out, and dodges soldiers' bullets as she escapes.
Upon her return, Sloane sends Sydney and Dixon to Madrid to steal a lockbox, containing a sketch with what appears to be digital code...drawn in the late 15th century by a seer, named Milo Rambaldi. There are two sketches, containing the entire code only when seen together...and SD-6 needs the second one. However, a rival Russian agency is also after the sketch, and Sydney discovers that she is up against her deadly K-Directorate rival, Anna Espinosa, whom we identify now by the eye tattoo on her hand.
In secret, Sydney meets Vaughn along the Santa Monica pier, and tells him about the sketch...but Vaughn also informs her that he's been taken off of her case, and a senior officer has been assigned in his place.
In Madrid, Sydney visits a show at the Auto Museo, where the box is hidden, while Dixon monitors outside in a van. She discovers that Anna is also there who, one step ahead, has the lockbox. After an intense fight, Sydney gains possession of the box.
Back home, Will is still curious about Danny's murder...But after requesting surveillance footage from traffic cameras around Danny's former apartment on the night of the murder, he discovers that all of these cameras went out within a mile of the apartment on precisely that night.
Later, he and Sydney get a little drunk after an evening out, and later at her apartment, a playful moment turns into a kiss -- and a moment of shocking discomfort for them both.
Meanwhile, Francie leaks that she and boyfriend Charlie haven't been intimate in a while and that she is worried. Sydney suggests it's because he's been busy...until Francie discovers that he had no law review the previous night. When Charlie assures Francie that he is not having an affair, she is satisfied, until later discovering a matchbook with a woman's name and phone number.
Back at SD-6, Marshall cannot open the lockbox, and if he forces it open, a concealed piece of technology inside will destroy the sketch. Knowing that Anna has the key to the lockbox, Sloane arranges with K-Directorate for Sydney to meet Anna in Berlin, open the box and view the sketch together. Sloane knows that K-Directorate doesn't know that there are two sketches that make the entire code.
Sydney immediately dislikes Seth Lambert, Vaughn's replacement, and orders him to get Vaughn back on the case -- or no results!
Arriving in Berlin, Sydney is wearing a CIA wire, and is relieved to hear Vaughn's voice. Both SD-6 and K-Directorate have positioned snipers in the stadium, in case of a double-cross. Sydney meets with Anna and exchanges words...an intense psychological game is always at play. But when Anna opens the lockbox, both agents are horrified, as a sizzling sound emits from inside.
Sydney: I don't want it to be like that anymore, I'm just sick of it. I mean, I always had this feeling that maybe someday, I don't know, my dad and I would connect. That things could start to get better.
Francie: Well, you know my opinion of your dad.
Sydney: I know.
Francie: But listen. If you can find it in your heart to forgive him for being the kind of guy he's been all your life, which I would find impossible and could never do, then you should make a real effort.
Sydney: See you when I get back.
Vaughn: No, actually, you won't. Uh, I'm being replaced by a senior officer. It seems I wasn't experienced enough to be your handler.
Sydney: Are you insane? Calling me in here for a social event? SD-6 has a division whose sole responsibility it is to track their agents and report back suspect activity. "Your girl" is risking her life, and you yours, every time we lay eyes on each other. So, do me a favor: don't be so friendly.
Lambert: I-I just love your spirit.
Sydney: That's heartening. Are we done here?
Lambert: I hate to pull rank, but time is a factor here.
Sydney: Time is a factor here. You know how much time? Seven years. That's how long I worked for SD-6 before I found out who they really are. And now that I know, my days of blindly following orders are over.
Lambert: Who the hell do you think you're talking to?
Sydney: I know exactly who I'm talking to. Tell Devlin if Agent Vaughn isn't on the other end of this earpiece when I turn it on, the C.I.A. gets nothing.