










EPISODE 12 "The Box, Part I"
News her mother was KGB is too much for Sydney, and now she wants to resign from SD-6. Suddenly, heavily armed intruders led by McKenas Cole take control of the building to torture Sloane for access to the vault, triggering explosive lockdown measures. Forced to the basement Jack and Sydney must think fast to avoid the total destruction of the building.
EPISODE 13 "The Box, Part II"
Vaughn disobeys orders and attempts to help Sydney and Jack avert the destruction of SD-6 headquarters and all its occupants, as McKenas Cole continues his vendetta against Sloane and searches for a mysterious device. Meanwhile, evidence and a desperate but determined woman convince Will to continue his investigation of SD-6.
EPISODE 14 "The Coup"
Sydney and Dixon are sent to Las Vegas to gather information from a K-Directorate agent who has ties to the group that attacked and nearly destroyed SD-6. Sydney learns some shocking news about Fracine's fiancé. Jack continues to try to be more of a father to Sydney when he helps her decide whether or not to continue with graduate school.
EPISODE 15 "Page 47"
Sydney returns from an SD-6 mission in Moscow with a video of the mysterious Mr. Sark's meeting with K-Directorate. Vaughn asks Sydney to use her friendship with Sloane's wife, Emily, to gain access to a mysterious Rambaldi book. Meanwhile, Will's life begins to spin out of control when he is kidnapped and told to drop his investigation of SD-6 or risk the lives of his family and friends.
| Jennifer Garner | Sydney Bristow |
| Ron Rifkin | Arvin Sloane |
| Michael Vartan | Michael Vaughn |
| Bradley Cooper | Will Tippin |
| Merrin Dungey | Francie Calfo |
| Carl Lumbly | Marcus Dixon |
| Kevin Weisman | Marshall Flinkman |
| Victor Garber | Jack Bristow |
| Quentin Tarantino | McKenas Cole |
| Joey Slotnick | CIA Agent Steven Haladki |
| Agnes Bruckner | Kelly McNeil |
| Sarah Shahi | Jenny |
| Patricia Wettig | Dr. Judy Barnett |
| Jennifer Tung | Toni |
| Ben Bray | Tchen |
| Kristof Konrad | Endo |
| Igor Jijikine | Chopper |
| David Lea | Ice |
| Jeff Wolfe | Gonov |
| Randy Hall | Security Agent #1 |
| Lawrence Lowe | Security Agent #2 |
| Greg Grunberg | Eric Weiss |
| James Handy | CIA Director Arthur Devlin |
| Geta Sesheta | CIA Secretary |
| Evan Parke | Charlie Bernard |
| David Anders | Julian Sark |
| Allison Dean | Stella Campbell |
| Keone Young | Professor Choy |
| Ray Laska | Floor Manager |
| Stephen Liska | Ilyich Ivankov |
| Jorgo Ognenovski | Lavro Kessar |
| Patrick Pankhurst | Brandon Dahlgren |
| Christopher Grey | Security Guard |
| Douglas Robert Jackson | Dealer |
| James Lew | Quan Li |
| Joe Toppe | Security Officer |
| Frank Patton | Roulette dealer |
| Bobby Rodgers | Reverend |
| John Fletcher | 1st Card Player |
| Hamilton Mitchell | 2nd Card Player |
| Ken Olin | David McNeil |
| Amy Irving | Emily Sloane |
| Michelle Arthur | Abigail |
| Bryan Rasmussen | Officer Cohen |
| Don Took | Agent Grey |
| John Eisendrath | Executive Producer |
| J. J. Abrams | Executive Producer |
| Michael Bonvillain | Director of Photography |
| Virginia Katz | Film Editor |
| Michael Giacchino | Composer |
| Douglas Axtell | production sound mixer |
| Robert L. Appere | Sound Re-Recording Mixer |
| Edward C. Carr III | Sound Re-Recording Mixer |
| Thomas E. DeGorter | Supervising Sound Editor |
| Scott Chambliss | Production Designer |
| Laura Goldsmith | Costume Designer |
| Kiki Garwood | Costume Designer |
| Angela Nogaro | Make-Up Artist |
| Cecele de Stefano | Art Director |
| Kevin Blank | Visual Effects |
| Maryann Brandon | Film Editor |
| Mary Jo Markey | Film Editor |

