The Box, Part 1

Episode Number: 1.12

Original Air Date: January 20, 2002

Written By: Jesse Alexander & John Eisendrath

Directed By: Jack Bender

Summary:
Sydney's world crashes when she learns her mother was a KGB operative. Grieving and heart broken, she meets with Vaughn and expresses that her life is nothing if not fraudulent. As a result, she needs people and situations that are real and tangible. She tells Vaughn she's quitting SD-6 and that she wants to continue her friendship with him.

Meanwhile back at SD-6 headquarters, a rouge group of armed marauders are in the process of taking over spy central. Sydney arrives at Credit Dauphine and is met by Jack in the elevator. Jack informs Syd that The Alliance, the supreme power over SD-6, will never let her retire; that she will be killed instead. Their elevator comes to a sudden stop and Jack informs Sydney that SD-6 must be in emergency lock-down procedure. Sydney and Jack escape the armed intruders by climbing through the ceiling and hiding in the elevator shaft. By quietly making their way to a surveillance room, Syd and Jack discover that SD-6 is in hostile takeover.

Meanwhile, Will decides that his investigation into Danny's death and the mysterious Eloise Kurtz is far too dangerous. He also receives a phone call and an unmarked envelop from his contact – which he throws away. Back at SD-6: The leader of Spy Central's invasion is McKenas Cole, a former SD-6 agent thought to be dead. Cole, who is working for an unknown group, is on a mission to retrieve something from SD-6's vault and begins to torture Sloane for the access codes. However, we learn that Sloane activated the failsafe measures, which will cause the destruction of SD-6 if the vaults are opened. Sydney and Jack must find and deactivate several bombs located throughout the building's sub-levels.

At the CIA, Vaughn is ordered to see staff psychiatrist, Dr. Barnett, as a result of Sydney's mother murdering his father. Vaughn is hesitant about this appointment and insists that he is fine. Dr. Barnett questions his relationship with Sydney and also inquires about a gift he allegedly gave Syd for Christmas. Vaughn is defensive and insists his relationship with Sydney, and his gift, are appropriate. Later, Vaughn finds Haladki and threatens him with bodily harm for 'spying' on his meetings with Sydney.

Meanwhile, Will doesn't stray from his story for too long and goes to a restaurant where he is to meet with an unknown contact. To his astonishment, it's Kelly McNeil who meets him. Kelly begs Will to not give up on his story and to help her father any way he can. In his office, Will retrieves the envelope he threw away and discovers a key inside.

Back at SD-6, Sydney is able to recover a scrambling device from Marshall's office, which will slow down the process of Cole and his group breaking into the vault. Sydney places the device on the vault and escapes into an airshaft moments before Cole arrives. Her movement is heard, however, and Cole and his men open fire into the airshaft. How will Sydney escape this time?