Sydney must decide whether her mother's goodwill gesture was sincere or an attempt to get her daughter killed.

Meanwhile, Sloane's retrieval of a blackmail disk gives SD-6 the upper hand in discovering Sydney's mother's secrets; Will witnesses Francie discussing her restaurant plans with a man whose affiliations are questionable; and Sloane is made a full partner in the malevolent Alliance of Twelve.

original airdate--October 6,2002

music--Theme song composed by J.J. Abrams performed by Charles Fernandez

1. "Shelter from the Storm" by Bob Dylan
2. "Touch Me" by Supreme Beings of Leisure
3. "Start Again / Fusco's Song" by Catie Curtis