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Badenweiler
Syd's freaking out over the whole Dixon unknowingly blew up a bunch of CIA agents. Dixon hauls Syd to her feet and they run.

L.A.
Syd's crying to Vaughn. He says there wasn't anything else she could've done. But those men are still dead, she counters. She contemplates telling Dixon the truth about SD-6.

Syd's apartment
Francie comes home and complains that Charlie's going to break up with her. Syd says she doesn't know that for sure and to change the subject Francie gestures to a pic of Syd's mom and says how pretty she was.

Syd gets a call from Agent Calder's widow. Syd meets with the Widow Calder, who didn't know much about her husband's work. She shows Syd a picture of the man, Syd does a quiet freak-out and requests a copy.

Cut to Syd, dashing into her room and tearing through her box of old clippings and photos. She finds the newspaper clipping about her mother's death. The story is accompanied by two photos: one of Syd's mother and the second of Calder, the "postal worker" who caused the "accident".

So Syd meets with Vaughn and spills the story. She thinks her dad was KGB, Calder was hunting him and that's why her mother died. It was all daddy's fault! She wants to report him, she believes he may even still be tied to the KGB. Vaughn says she can't worry about this now, she has to focus on taking down SD-6. He tells her he'll ask around.

The university
Charlie tells Francie he's not breaking up with her, he wants to be a singer. The woman she saw him with is his pianist.

Newsroom
Will's assistant, Jenny, tells Will that the DMV tracked down Kate Jones. Her name is actually Eloise Kurtz.

SD-6 Conference Room
Sloane announces that Jack will no longer be using his cover at Jennings Aerospace. He now has a cover at Credit Dauphine and will help plan missions. Syd doesn't look too thrilled at the news.

Jack briefs that FTL has been vacating its bases, leaving behind smiley face greeting cards that play an annoying tune when opened. Turns out a code is hidden in the higher frequencies of the tune. SD-6 covets a code machine which is in the possession of a FTL agent, Smythe. With said machine they'll be able to decipher the codes in the greeting cards. Syd is tasked with getting the machine.

Syd hurries out of SD-6. Jack rushes after her, telling her he heard about Badenweiler and "it's tragic". Syd's furious. She tells him she knows that her mother's death was his fault and vows to make him pay before storming off.

Syd and Vaughn meet. He hands her a bug to plant in Smythe's office after she's made off with the code machine. He says she needs to give the actual machine to SD-6, since there'll be little time for a switch. SD-6 will use the machine and report what they find and since the CIA is still all sneakily downloading info from the mainframe. It's a win-win situation. Except for Smythe. Vaughn says they've downloaded nearly 2% of SD-6's internal data, they can't snatch too much too quickly or else someone might catch on.

Vaughn tells Syd he checked around on her dad and came up with nothing. Syd says she confronted her dad, which pisses Vaughn off. Syd climbs atop her high horse and says Vaughn couldn't possibly know what it's like to lose a parent that way. Vaughn gently says his father was CIA and was killed when Vaughn was eight. Syd's properly chastised.

Will shows up at Eloise's apartment. She tells him to leave, that she doesn't know anything and won't talk to him. To prove her point, she pepper sprays him.

London art gallery
Dixon lights up a stinky cigar to attract the attention of a security guard, allowing Syd to sneak down a hall. Dixon just puffs away, says he's interested in buying the whole collection and maybe he should speak with the owner.

Smythe gets the call and exits his office. Syd's hiding and as the door closes she throws her purse so that it prevents the door from latching. She gets inside, covers the security cam and locates the wall safe. She opens the safe, retrieves the code machine and plants the bug. As she's leaving the camera becomes uncovered and the alarm sounds. Security Guard gets the "beep, beep, beep" and checks it out, but Syd gets away clean.

L.A.
Everyone gathers to hear Charlie. Will gets a call from Eloise Kurtz, who says she was given $2000 to impersonate Kate Jones. She whines that she's between jobs and her car's busted. Will nicely offers to set her up with a good mechanic and asks for a meet. She agrees. Oh, the singing? Charlie doesn't suck.

SD-6 Conference Room
Apparently the machine can create a code using someone's DNA. They need the DNA of one Mr. Parkashoff, but he's dead and they don't know where he's buried. They do know that he was assassinated by Martin Shepard, who's a programmed assassin. If someone recites a specific poem to him, he can be commanded to kill and then forget his actions. He recently checked himself into a mental hospital in Bucharest. Syd needs to get close to Shepard, recite the poem and get him to reveal the whereabouts of Parkashoff's body. How will she do that? Another agent, Fisher, will pretend to be a doctor who's committing his patient, Sydney. All she's gotta do is act nuts.

Outside, Jack catches up with Syd, who's doing her best to ignore him, and relays her counter-mission. She tells him to go to hell. Jack says there are things she doesn't know. She demands that he explain them. "You don't have clearance" is his reply. Syd flips at that and tells him to break the damn rules. Jack reminds her of the last time she broke the rules.

Romania
Syd's admitted to the institution where she spies Shepard.

L.A.
Will enters Eloise Kurtz's apartment. It's been stripped and the walls have been given a fresh coat of paint.

SD-6
Marshall discovers the mainframe leak, prompting Sloane to make a call in order to start a mole hunt.

Romanian Nuthouse
Syd plops down next to Shepard and starts to recite the poem. The programmed assassin in him comes out as he lunges for her throat, but I don't think that's how it's suppossed to work.

The nuthouse doctor watches the fight on a monitor while Fisher fills out forms. The fight is broken up and both Syd and Shepard are restrained.

Back in the US, Weiss gets the craptastic news that Dr. Nuthouse is actually K-Directorate.

Syd gets away from the guards and hauls ass to Dr. Nuthouse's office. And there she makes a disturbing discovery: Fisher, in a chair, with his throat slit.