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Jack, Sydney, Irina, Vaughn and Nadia parachute into Sovogda. They're supposed to dismantle a giant red ball turning people into zombies. At APO, Marshall and Weiss use the Blackwell Index to blackmail the Russian minister into giving them the access codes to a Russian satellite, they discover that Elena is uplinking the satellite. A CIA agent, Brodien reminds them that the Rambaldi device is broadcasting a subaudible frequency that physiologically alters people who drink it and it is irreversible. Elena learns of the APO team's arrival.

Before Sydney and Nadia split, Sydney tells Nadia that Vaughn proposed to her. Irina urges Vaughn to tell 'the truth'. Sloane has killed Elena's men by the time the APO team reached the building through the subway. Marshall reports that Elena will distribute the Rambaldi frequency worldwide. Sloane warns them that those who disable the device will only have a few second to run as the toxin dissipates into the atmosphere. Irina says that she will force Elena to reveal info while Sydney disarms the bomb.

Nadia ends up getting injected by the infected water when she refuses to join Elena. The sisters battle it out on the rooftop and finally Nadia is tied and strapped to a chair. Irina guides Sydney in disarming the device and also shoots Elena in the head. Sydney is suffocated while trying to disarm the device but Sloane shoots Nadia. They race inside the building as the device falls apart. They saved the world.

Sydney arranges for Sloane and Nadia to meet when she visits him in his jail cell back home. Sydney and Vaughn decide to elope to Santa Barbara. Vaughn finally reveals that his name is not Michael Vaughn and that he was a "bad guy" before they met. Suddenly, their car crashes with another.