aving finally learned the identities of all the 12 leaders of Prophet Five, Sydney, Jack, Tom, Dixon, and the rest of APO debate their next move when both Marshall and Rachel are abducted by Sloane whom has Sark and Peyton torture them to help him locate a Rimbaldi cave to where the ruby necklace can be deciphered. Sydney is forced to recruit Marshall's wife, Carrie, to help them locate Marshall and Rachel before Sloan has them killed. Sydney and Vaughn then track down Sloane to a remote location in Italy unaware that he has an agenda of his own when he sends Peyton to kill all of the Prophet Five leaders, and sends Sark to Los Angeles to destroy APO, once and for all.

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