| | Credits | |

Writer: Daniel Arkin
Director: Ken Olin

Regulars:
Jennifer Garner as Sydney Bristow
Victor Garber as Jack Bristow
Ron Rifkin as Arvin Sloane
Michael Vartan as Michael C. Vaughn
Bradley Cooper as Will Tippin
Merrin Dungey as Francine 'Francie' Calfo
Carl Lumbly as Marcus R. Dixon
Kevin Weisman as Marshall J. Flinkman
Greg Grunberg as Eric Weiss

Guest Stars:
Yvonne Farrow as Diane Dixon
Lori Heuring as Kate Jones/Eloise Kurtz
Tom Everett as C.I.A. Agent Paul Kelvin
Norbert Weisser as Jeroen Schiller
Subash Kundanmal as Dhiren Patel
Bernard White as Malik Sawari
Maurice Chasse as Jacqnoud

Other Cast:
Arabella Holzbog as Laura Bristow, Sydney's Mom (uncredited)
Robert Bailey Jr. as Dixon's Son
Tristan Mays as Dixon's Daughter
Kevin Mitnick as C.I.A. Agent Burnett
Kevin E. West as C.I.A. Officer Logan
Jeff Chase as Sawari's Bodyguard
Clint Lilley as Patel's Bodyguard
Pablo Santos as Boy

| | Synopsis | |

Sydney's status as a secret double agent is jeopardized when Slone becomes suspicious of the true identity of a biotech engineer that she smuggled into SD-6 from a mission in Berlin. Meanwhile, Will reveals to Francie that he's been investigating Danny's murder and later confronts a mysterious woman who claims that she had been having an affair with Danny. Sydney is also informed by Vaughn that Jack may be working for a third secret agency which makes her question where her father's true allegiances lie.

| | Images | |

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| | Tricks and Treats | |

Traditions - PARTIES: Francie decides at the last minute that she and Sydney are going to have a Halloween party. She has an ulterior motive though, she invites the young cousin of her boyfriend that she is on the outs with hoping that he will show up too. Francie: "You and I are going to have a Halloween party." Sydney: "We are?"

Quip - Francie: "Oh, we're having a Halloween party on Wednesday night." Will: "Oh excellent. I don't have to wear a costume do I?" Sydney: "No-" Francie "-Yeah" Will: "Really? Thats-confusing."

Quip - Marshall: "Hope everyone's planning on having an enjoyable All Hallow's Eve."

Traditions - DECORATING/PUMPKINS: Francie works with a party planner so she goes all out when decorating for her and Syd's Halloween party. There are corn stalks everywhere (what a clean up!) as well as pumpkins and jack o' lanterns all over the place. Will: "When you asked me to help you set up - you didn't say will you help me set up all day, did ya?" Francie: "We're almost done." Will: "Almost done? Whats left to cover that we haven't already covered with corn?"

Costumes - Sydney dresses up as Alice in Wonderland.

Costumes - Francie dresses up in a cheerleading uniform.

Costumes - Will dresses up as President Nixon.

Costumes - Dixon brings an alien mask, his wife puts on cat ears, his daughter dresses up as an Egyptian and his son dresses as a cowboy.

Traditions - CANDY CORN: Will doesn't seem to be pro candy corn. Will: "Okay now, here's my question: who eats this crap? I mean it's like marsapan-but it's worse. If its a question between this or dirt-I'd be all over the dirt." Francie: "Would you shut up about the candy corn?"

Other costumes seen throughout the episode include - nurse, cat, pirate, witch, school girl, clown, tropicana chick, sailor, Ragedy Anne, a diva and a prisoner.

| | Dialogue To Die For | |

Sydney: "Is that Will?"
Francie: "Maybe he's here to talk to you about the humiliating kiss."
Sydney: "Stop calling it that."
Francie: "That's what it was."

Will (to Sydney): "Okay, seriously - your job -"
Francie (finishing): "It's a problem - right?"

Sydney: "I don't know how much longer I can do this. Sit in these meetings with Sloane. Look at him as if I don't despise him, as if I don't want to leap across the table and use the skills I've learned against him. So what the hell do I do next? What's my counter mission?"

| | Pop! Goes the Culture | |

Marshall: "Even Sony would be like, 'Whoa Marshall - this one is pretty cool.'"
Sony is a consumer electronics corporation based in Tokyo, Japan. It was founded in 1946 under the name Tokyo Telecommunications Engineering with about 20 employees and their first product was a rice boiler. After they changed their name to Sony for marketing purposes-they acquired other companies including Columbia Records group. In 2004 Sony Music Entertainment merged with BMG and together with partner Universal, they will control 60% of the world wide music market.

Actor: Guest Star - Kevin Mitnick
Kevin Mitnick is the first hacker ever to have his face immortalized on and FBI 'Most Wanted' poster and is the most notorious hacker ever to be captured. His status as a repeat offender - from teenage years to adulthood - earned Mitnick the nickname "The Lost Boy of Cyberspace". His crimes started as pranks but wound up quite serious. His offenses include hacking telephone and cellular company lines, tapping into private electronic communications, copying personal and confidential information, stealing software from companies systems and when he was a teenager he was caught breaking into a Pentagon computer. He was arrested in 1995, sentenced in 1999 and released on Jan 21, 2000.

Character: Sydney's Costume - Alice
Alice is the main character in the book Alice's Adventures in Wonderland written by Lewis Carroll. The book and it's sequel, Throuh the Looking Glass, have been adapted in many forms, the most popular of them is Disney's 1951 animated film, Alice in Wonderland.

Character: Will's Costume - President Nixon
At 39 years of age, Richard Milhous Nixon (1/9/1913 - 4/22/1994) was the 36th Vice President to President Dwight Eisenhower who's term of office ran from 1953 - 1961. In 1969, Nixon was elected as the 37th President of the United State only to become the first President in history to resign from office in 1974 due to the scandals surrounding the Watergate conspiracy.

| | Goofs, Gaffes and Nitpicks | |

The first part of this episode supposedly takes place in São Paulo, however the kid that finds her does not speak the Portuguese spoken in Brazil. It sounds like a crossover between Portuguese standard and Spanish, which is understandable since the young boy is actually Mexican in real life. Besides, the ambulance driver says "señorita," which means 'miss' in Spanish – the Portuguese (Brazil) work for it is 'moça' or 'senhora'.

Sydney and Dixon find out that the bomb inside Patel is controlled by a remote detonator whose range is about 15 meters judging by the distance between the cars during the chase before Jacqnoud can trigger it. As the bomb also equals 300 pounds of TNT how did he plan to survive the UCO bombing if he has to be that close to detonate it and the bomb is that powerful.

When Sydney steals the ambulance, the original driver is visible through the passenger side window. As Sidney pulls away, the driver remains visible while the van moves off frame. Instead of Garner driving the vehicle out of the shot, the camera crew just rolled right to get the appearance of the van taking off and the foley artists inserted a peal-out sound.

When the car chasing Sydney and Dixon in the ambulance blows up, if you look-it has no engine.

In the Scene in Berlin with Sydney walking, we see a blacked out building (in the lower right hand corner) as well as an American flag.

In the scene when Slone talks to Dixon about his and Sydney's mission in Berlin, the content on his computer screen keeps changing even though Dixon has his back to the computer. Do the SD-6 computers not have pop-up blockers on them?

At Sydney and Francie's Halloween party a girl dressed in a black and white striped top walks through the same breeze way three times in succession while Francie and Will talk.

| | Creep Show | |

Jennifer Garner did a voice guest appearance as herself in The Simpsons 14th Halloween special in 2003.

Ron Rifkin played a doctor in 1994's Wolf with Jack Nicholson and Michelle Pfeiffer.

Michael Vartan stared in 1998's thriller The Curve, but turned down a part in Scream 3 because he wanted to take his career a different direction.

In 2002 Merrin Dungey was in a thriller called Scream at the Sound of the Beep.

Durring the fifth season of Buffy the Vampire Slayer, Kevin Weisman played a demon in several episodes.

Greg Grunberg was in 2000's Hollow Man.

Tom Everett was in 1984's Friday the 13th: The Final Chapter and 1990's Leatherface: Texas Chainsaw Massacre III.

Yvonne Farrow was in the Halloween episode of Sister, Sister in 1995.

In 2000, Lori Heuring was in the thriller The In Crowd and she also appeared in 7th Heaven's 1996 Halloween episode.

Norbert Weisser was in the Halloween centric movie Hocus Pocus in 1993.

| | Misc Notes | |

Creator J.J. Abrams says the idea for the series came from a half-joking story plot for his series "Felicity" (1998). Abrams considered an episode where Felicity spends her summer as a government agent, then returns to school the next fall like nothing ever happened.

If you take all the letters that are highlighted in the location captions during the first season it spells "Every Episode the Same".

Sydney was dressed as Alice at the Halloween party and Vaughn's girlfriend is named Alice.

Francie dresses up as a cheerleader for Halloween but in a later episode makes fun of Jenny who Will is sleeping with by referring to her as a cheerleader. Francie also starts a romantic reationship with Will before she is murdered-does Will have a thing for cheerleaders? Another in-joke is that Sarah Shahi who played Jenny was a popular Dallas Cowboys cheerleader not long before the series began.

VIP Behind the Scene's Quote from Cinefantastique October 2002: J.J. Abrams: "In that episode, as a guest star, was Kevin Mitnick, who probably the world's most famous hacker. As a goof, I called him and said, 'Look, I'm doing this show and if you want to come on and play this CIA computer expert, it would be fun.' This is the guy who had the FBI and CIA up his ass so hard that they were coming out his mouth. He was in jail without a trials for three years and was finally let go. One of the stipulations of his release was that he could not use a computer for three years. We had to not only send a letter of intent to his parole officer, but also the computer he was using -- the monitor and the keyboard could not be connected. He could type on the keyboard, as long as he was not actually using the computer. It was crazy. I actually had him sign my iMac. He didn't touch the computer, he just touched the pen."

The two children who say "Bad robot!" in the Bad Robot logo are the children of series creator-executive producer Jeffrey Abrams.

This episode was nominated for a Golden Reel Award for Best Sound Editing in Television - Dialogue and A.D.R., Episodic at the 2002 Motion Picture Sound Editors awards.

Can you imagine Arvin Slone in a Gidget episode? Well, in 1966, Ron Rifkin appeared in the episode 'Love and the Single Gidget'.

| | Music | |

THEME: J.J. Abrams
SCORE: Michael Giacchino?

"I'm Wrong About Everything" by John Wesley Harding
Album: Confessions of St Ace, Hollywood Records, 2000
Website: Fairly Official Site
Scene: This song plays as Will & Francie decorate for the Halloween party.

"Get Down Massive" by Freestylers
Album: Pressure Point, Mammoth, 2002
Website: Official Website
Scene: This song plays when we first join the Halloween party and continues as Sydney and Dixon talk outside.

"Trans Am" by Leroy
Album: Leroy, Hollywood Records, 2001
Scene: This song plays as Francie and Will talk at the party.