Following the tragedy in Badenweiler, Sydney remains shattered after watching four CIA agents die in a plant explosion triggered by Dixon as part of their SD-6 mission. She continues to struggle with a truth about SD-6 she cannot share with her fellow agent, while Vaughn convinces her that Dixon's life and family would be at peril if she ever crossed that line.
Upon returning, Sydney learns that Jack will now be working alongside her at SD-6. But after looking into her father's CIA file -- given to her by Vaughn -- she visits the widow of FBI Agent Calder, and begins to form an opinion that Jack's suspicious activities led to the death of her mother 20 years earlier, creating an even deeper tension between them.
The CIA continues to download SD-6's database through a worm previously implanted into their network via an invisible software control. Unfortunately, Marshall reports the leak to Sloane who immediately suspects a mole from within.
Meanwhile, Charlie finally tells Francie his secret. He is not cheating on her, but has been pursuing his dream to become a professional singer. Francie has never even heard Charlie hum -- she fears his humiliation, if it turns out he's on the wrong path. But he invites her to his debut at a local club, and her fears are assuaged when she hears his beautiful voice.
Will also uncovers the true identity of the woman who formerly claimed to be Kate Jones and to have had an affair with Danny. But when he surprises her at her door, she pepper-sprays him, terrified, sending him away. Later, she calls to explain she was paid to impersonate Kate. But when Will tries to meet her again for more details, he finds her apartment now emptied.
Sydney and Dixon's current mission is to recover one of FTL's genetically secured encoder devices -- a highly sophisticated piece of cryptology equipment -- from an operative named Smythe, who also owns a photo gallery in London. Dixon impersonates a wealthy buyer, distracting Smythe long enough for Sydney to break into the owner's highly secure offices, while eluding a menacing guard, and to recover the device. With the encoder in SD-6's possession, Marshall discovers it works by single-user DNA, sampled via a speck of skin from the recipient's fingertip.
SD-6 needs the fingertip of Gareth Parkashoff, now deceased, and whose burial location is unknown except to his assassin. In the guise of a patient, Sydney must infiltrate the asylum in Bucharest where his killer, Martin Shepard has been recently committed. With the aid of SD-6 Agent Fisher, posing as the physician committing her, Sydney's mission is to trigger Shepard for the body's coordinates by reciting a poem by John Donne, a known key from this assassin's programming.
Sydney is admitted upon their arrival in Romania...but her discharge will prove to be much more complex, for only too late does the CIA discover that this institute is also run by Kreshnik, a K-Directorate agent. And when Sydney finds Agent Fisher with his throat slashed, the gates to this institution appear to be sealed for good.
Francie: Bar association dinner. One of the lawyers wanted to sue me because his chicken was undercooked. Can you believe that -- an obnoxious lawyer?
Francie: Hey, how was your trip?
Sydney: Oh. Not good. I was working with these people who - they were terminated.
Francie: Oh, man. The economy sucks.
Sydney: What about the file -- the one you pulled for me? There were pages missing. Maybe it didn't end twenty years ago. Maybe he's still working for Russia!
Vaughn: Stop. Okay? Stop. What matters, what *is* important, is taking down SD-6. Jack - your father - is helping us do that!
Sloane: Jack will no longer be working out of Jennings Aerospace. His assignment there is complete. As of today, he will be working here with a cover as portfolio manager for Credit Dauphine. This way, he can more actively participate in the planning and execution of missions.
Sydney: (forces a smile) Good.
Sydney: I know about you! That you were hunted by the F.B.I.! And I know that mom died because they went after you.
Sydney: Every time I think I know just how awful you are, I learn something worse.
Eloise Kurtz: Just leave me alone! I don't know anything!
Will: See, it's people who say that that always know much more than they think they do.
Sydney: Raid my closet!
Francie: Thanks, but I got boobs.