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Jack and Paul go to McLennan-Forster, the defense contractor who both developed the Dobson Override and employed Habib Marwan. In order to protect themselves and the company, CEO Gene McLennan, John Reiss and Dave Conlon decide to trigger an EMP. Secretary Heller insists that Erin Driscoll go home, and appoints Tony Almeida in charge of CTU.

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Episode Guide

Previously on 24

  • Jack confronted Paul Raines about his name being on the lease of the building where the terrorists planned the attacks. Paul claimed he knew nothing. Jack tortured him in front of Audrey, who begged him to stop. Paul looked up the lease information on his laptop and gave Jack a name: Harris Barnes.
  • Sarah Gavin ran a search for the name "Harris Barnes" and discovered that it was an alias used by a man named Habib Marwan.
  • Jack went to the Rockland Building, where Curtis and Marianne Taylor had gone to retrieve a computer file, but were ambushed by Marwan's men. Jack Bauer found Curtis, who explained that he'd overheard a conversation between Marwan and Forbes, and that Marwan was in the building with the override device.
  • Marwan spotted Jack and Curtis and created a panic by firing a gun in an office. He disappeared in the crowd, and escaped after impersonating and killing a CTU agent. Curtis found the override and called Edgar for help. Edgar logged onto the override and stopped the remaining nuclear reactors from melting down.

The following takes place between 6:00pm and 7:00pm


Edgar gives Curtis background information on Marwan. He works for McLennan-Forster, the company who built the Override device. Edgar offers to send a team to McLennan-Forster to investigate, but Curtis says that he and Jack are closer, so one of them will go.

Curtis explains to Jack that Marwan worked for the company that built the Override. Jack decides that he will go to McLennan-Forster headquarters, and he instructs Curtis to take Audrey and Paul back to CTU.

Driscoll assures Secretary Heller that she wants to remain at CTU.

Paul offers to go with Jack because his company sold the IT system to McLennan-Forster. He explains that, because he was a systems analyst, he knows backdoor routes into the files. Jack politely declines, saying that McLennan-Forster will have employees who can help. Paul convinces him, insisting that he knows more about their IT network than any of the employees.

Jack leaves with Paul, and tells Audrey to return to CTU with Curtis.

Driscoll tearfully says goodbye to her daughter’s body in the clinic.

Sarah gets a phone call about Maya’s suicide. When Edgar asks her what's wrong, she discloses the information about Maya. Edgar wonders how something like that could even happen, and Sarah snaps at him.


Sarah approaches Secretary Heller and tells him about Ms. Driscoll's daughter. As she explains the situation, Driscoll appears in the doorway.

Secretary Heller hugs her and offers his condolenscences. She thanks him and sits down, ready to get back to work. Secretary Heller urges her to go home, but she is insistent that CTU needs her. She says that she will leave when he finds a suitable replacement for her.

President Keeler calls and congratulates Heller and Driscoll on regaining control of the Override and preventing the other plants from melting down. He asks if Marwan has other attacks planned, and Secretary Heller tells him that until they capture Marwan, they are operating under the assumption that he does. President Keeler asks about CTU's progress in catching Marwan, and Driscoll explains that he is definitely in Los Angeles and that CTU will find him.


Marwan sheds the CTU gear and boards a city bus.

In the staff briefing, Edgar pulls up the McLennan-Forster employment file for Marwan and explains that Marwan worked there for the last two years as a senior engineer. Driscoll asks what his most recent project was, and Edgar tells her that Marwan was responsible for the design and development of the Dobson Override.

Tony uses the other information CTU has on Marwan to piece together a timeline for Marwan for the last several years. He says that while they don't have all the information on Marwan yet, they do know that since the day he arrived in America, he's been planning a radical attack against the country.

Tony mentions that Marwan could have used McLennan-Forster as a cover to recruit sleeper cells. He asks Driscoll if they should reassign some personnel to locate the sleeper cells. Driscoll is distracted and doesn't answer him. She gets up and walks out of the meeting, prompting Sarah and Edgar to argue about her ability to run CTU. Sarah wants to tell Secretary Heller about Driscoll's actions, but Tony disagrees.

Driscoll walks down a hallway, weeping. She stops and leans against a wall and whispers to herself. A tear falls down her cheek.


Audrey asks Jack to look after Paul.

When Audrey arrives at CTU, she gets a call from Jack, who is still driving to McLennan-Forster with Paul. He encourages her to go back to her hotel and rest, but she says that her father still needs her help.

Audrey asks Jack to promise her that he will look after Paul. He doesn't respond, and she repeats her plea, insisting that Paul isn't like Jack. Jack agrees to do as Audrey asks.

Paul tells Jack that he doesn’t resent him for being involved with Audrey. Jack tells him that he has a right to be mad, but Paul explains that because he and Audrey were separated, Jack didn't do anything wrong. He warns Jack that he will fight for Audrey.

06:12:22... 06:12:23... 06:12:24...


Secretary Heller, Tony and Driscoll discuss the likelihood of Marwan launching another attack with one of his other terrorist cells. Driscoll stands up to excuse herself, but faints. Tony catches her and helps her into a chair, and Secretary Heller suggests that she go home. Driscoll refuses. Tony has someone from the medical clinic take her to get some food.

Secretary Heller tells Tony that Driscoll needs to be relieved of her duty. Tony offers to fill in because of his past experience running CTU. Heller is skeptical, but grants him the position of Interim Director of CTU Los Angeles. He asks Tony to contact District so that they can send a permanent replacement.

06:19:07 Sarah and Curtis learn that Marwan had full security access at McLennan-Forster. Sarah also reveals that in addition to designing and manufacturing the weapons, the company also trains international clients to use the weapons. Curtis believes that McLennan-Forster will be reluctant to give out information because this leak will make them look bad.

John Reiss, the chief technology officer at McLennan-Forster, briefs the CEO, Gene McLennan, about Marwan and the link to the company. He explains that Marwan operated covertly from within the company and used information from McLennan-Forster during his planning. McLennan is shocked and asks who else knows about Marwan. Reiss says that the only other person inside the company who knows about this is the head of security, Dave Conlon.

Dave Conlon greets Jack and Paul.

Conlon greets Jack and Paul as they arrive at the company headquarters. Jack asks to meet with McLennan, but Conlon stalls, saying that Mr. McLennan is in a meeting. Jack becomes impatient and demands to see McLennan immediately. McLennan decides that he has to tell CTU about Marwan. Reiss disagrees and explains that the company will be brought down if CTU finds out all the facts about Marwan. He convinces McLennan to allow Conlon to cover up the information. McLennan argues that CTU will subpoena the information, but Reiss insists that he and Conlon can take care of it.


Conlon escorts Jack and Paul into Gene McLennan's office. Reiss and McLennan introduce themselves and ask what they can do to help. Jack introduces Paul and explains that they need McLennan-Forster's servers taken offline so that Paul and CTU can check out Marwan’s files. Conlon, McLennan and Reiss act very cooperative and Reiss takes Paul and Jack to Marwan's workstation.

06:24:27... 06:24:28... 06:24:29...


File:Day4 1828.jpg


Secretary Heller finds Driscoll alone in a waiting area. He consoles her and tells her that when his wife died, he didn't mourn her death right away. He encourages her to stop holding her feelings back. Audrey interrupts to tell her father that she's back. Secretary Heller tells her he'll come out and talk with her in a few minutes. Driscoll cries and agrees to go home.

Curtis approaches Secretary Heller and questions why Tony is now in charge of CTU. He argues that Tony was just re-instated and that he was second-in-command to Driscoll. Secretary Heller explains that Tony has experience and is only filling in on a provisional basis. Curtis makes it clear that he's unhappy with the decision. 06:32:04

Reiss leads Jack and Paul to Marwan’s office and shows Paul his computer. Conlon and McLennan watch them from a surveillance monitor.

Paul tells Jack that several files were purged from the computer, and Jack suspects someone deleted them before they got there. Conlon, who is watching Marwan's computer screen from his office, begins to clear more incriminating documents before Paul finds them on the system. McLennan is nervous and wonders what they will do if CTU finds the information. Conlon says that they may be forced to set off an EMP. McLennan is shocked at the suggestion and reminds Conlon that a pulse bomb would cripple the company electronically.

06:34:14... 06:34:15... 06:34:16...


File:Day4 1838.jpg


Driscoll packs up her belongings and briefs Tony. She gives him all the access codes for CTU and Division and tells him to see Curtis if he has any questions. She asks that someone store any of her belongings that are in the way. She finds a photo of Maya and says goodbye to Tony.

Everyone at CTU stops what they're doing as Erin Driscoll comes down the stairs from her office. They all watch in silence as she walks through the main floor.


Tony addresses the staff and tells everyone that he is taking over for Driscoll on a provisional basis. He asks for updates from department heads every 15 minutes. He walks over to Edgar and reveals that before Driscoll left, she told Tony that he could rely on Edgar. Edgar is flattered and promises to talk to Tony directly if he finds any promising leads.

Curtis and Tony butt heads.

Curtis approaches Edgar and tells him to switch his focus from McLennan-Forster to finding Marwan on satellite. Edgar tells Curtis that he needs to talk to Tony about that decision. Curtis repeats his instructions, claiming that the satellite imagery is more important. Tony overhears him and orders Edgar to stay on his initial task. Curtis wants to know why he can't have a security grade analyst go over the satellite feed. Tony says he can have anyone but Edgar. Curtis thinks Tony is just trying to establish position. Tony assures Curtis that he only wants to find Marwan. He explains that he respects Curtis' opinions, but that when they disagree on something, Tony is going to do things his way. 06:43:06

Marwan stands in a dark alley. A car approaches and a man named Yosik gets out. Marwan tells him that CTU used the override to stop the meltdowns. He explains that CTU knows who he is and will definitely be tracking him. He asks Yosik if the people at the Air Force base are on schedule, and Yosik confirms that they are. Marwan instructs him to get in touch with a man named Joe Prado so that he can get out of the country.


Paul rebuilds the deleted files using hidden commands that the software designers embedded in the program. Conlon is frustrated that Paul is using undocumented functions of the system, and he realizes that he cannot stop Paul from uncovering the information. McLennan is anxious that CTU will uncover evidence proving that his company sold arms to terrorists. Conlon urges him to authorize the use of the pulse bomb immediately.

Reiss calls a technician and instructs him to open the safety chamber and set off the EMP. He reassures McLennan that CTU will believe Marwan to be responsible. Conlon is confident that the company can rebuild their infrastructure and tells McLennan that detonating the EMP is a better option than letting the company go under.

The technician calls back and tells Reiss that the EMP is activated and will take 10 minutes to warm up.

06:46:54... 06:46:55... 06:46:56...


File:Day4 1851.jpg


Sarah notices that the phone taps she set up for McLennan-Forster are not holding because of an increase in amplitude. Edgar asks her why she didn’t check the levels before setting the phone taps, but she assures him that she checked beforehand, and that everything was fine at the time. Edgar tries to call Jack’s cell, but gets a recording that he is out of range. He calls McLennan-Forster and asks to be patched through to Harris Barnes’ office, but the line goes dead.

Tony walks over to find out what the problem is, and Edgar explains that the phone lines around McLennan-Forster are out. Tony asks if he can send Jack a message over the computer network, and Edgar confirms that the computers have not been affected yet.

Tony sends Jack a message over the system. Paul and Jack are both perplexed, and Jack tries to call Tony on both the land line and his cell phone. He realizes that something is wrong, and asks Paul to send the message over to another computer so that he can respond. Jack tells Tony that the radio frequencies are out, and Tony confirms that the lines are out around the building, too. Paul finds an encrypted file and Jack tells him to print it out immediately.

Conlon notices that Paul found something encrypted and is printing it out. He runs out, heading towards Marwan’s office.

Jack can't close the safety chamber in time.

Jack searches the network and discovers that McLennan-Forster was developing an electromagnetic pulse bomb as a non-lethal weapon for the military. He sees that the bomb is activated and about to go off. Jack explains to Paul that once the EMP is detonated, every object with electrical components in its radius will be fried. Jack sends a message to Tony. He tells Sarah to alert any helicopters in the area immediately.

Tony tells Jack that the EMP is located on the first floor in room 12. Jack tells Paul to get the printout and meet him in the lobby. He runs out of Marwan’s office and down the hall to find the EMP. Reiss notices Jack leaving and radios Conlon to tell him. Conlon realizes that Jack must know about the EMP, so he radios the security guards around room 12 and tells them not to let Jack anywhere near the EMP.

Conlon walks into Marwan's office and tells Paul that there are some problems with the electricity. Paul tells him that Jack just went to go check on it. Conlon is curious about what Paul printed, and Paul suspiciously asks how Conlon knew that he was printing anything. Conlon smiles and explains that he was searching the system and trying to help at the same time. Paul directs him to the printer, which is full of blank paper. Conlon turns around and sees Paul running down the hall with the printout. He pulls out his gun and chases after him.

Jack creeps down a hallway and hears radio chatter around a corner. He pauses and waits for an opportunity to distract the guards.


Conlon searches the halls with a flashlight for any sign of Paul, who's hiding in an office waiting for a chance to escape. Jack throws a pen down the hall. The two guards who are standing outside room 12 turn around to inspect the noise. Jack knocks them out as soon as they turn the corner. He takes one of their passcards and enters the EMP room. He sees the EMP warming up and hurries to the computer to close the safety chamber. He realizes that the door isn't going to close in time, and he pushes against it with all his strength to try to block the EMP. The room fills with a blinding white light as the EMP detonates.

Paul huddles under a desk and watches through a window as the lights in the surrounding buildings go out. He is stunned to see the city lights black out for as far as he can see.


Tony is shocked when he finds out that Michelle is coming back to CTU.

Jack feels his way down the hall and takes a flashlight from one of the unconscious guards. He notices the other guard stirring, so he runs down the hall towards the front exit. Meanwhile, Paul finds his way to the lobby and tries to open the front doors, which are closed and locked. Conlon calls out to him and tells him that he has nowhere to go. Paul turns around and Conlon demands that Paul hand over the printout. Edgar announces that one of CTU’s helicopters is down. Tony instructs him to send medical personnel in immediately. He tells Sarah to coordinate the perimeter teams and have everyone ready outside the blast zone. He says that CTU has to find Jack and Paul immediately.

Tony goes to the situation room to brief Secretary Heller on the developments at McLennan-Forster. He explains that someone detonated and EMP, but that Jack was able to pull something off Marwan's computer before the bomb went off. Sarah calls in to tell Secretary Heller that Ms. Driscoll's replacement has arrived and passed through security. Tony is surprised at how fast Division found someone. Secretary Heller explains that Division had someone available with the appropriate qualifications and CTU experience.

He thanks Tony for filling in, and asks him to stick around and help the new director, Ms. Dessler. Tony does a double take and asks Secretary Heller to repeat the new director's name. Secretary Heller smiles and says Michelle Dessler. He asks Tony if he knows her. Tony turns around and sees Michelle walking through CTU. He sighs and tells Secretary Heller that he used to be married to her.

06:59:57... 06:59:58... 06:59:59... 07:00:00

Memorable Quotes

  • Sarah Gavin: Are we gonna ignore what just happened here?
  • Edgar Stiles: What do you mean?
  • Tony Almeida: She's talking about Erin Driscoll.
  • Sarah Gavin: She can't focus, she shouldn't be running this place.
  • Edgar Stiles: Her daughter died a few minutes ago. Give her a little more time.
  • Sarah Gavin: More time? Edgar, since when do we have the luxury of time?

  • Paul Raines: Look, I don't resent you.
  • Jack Bauer: I wouldn't blame you if you did.
  • Paul Raines: No, uh... you didn't steal my wife. We were separated. That's fair. But I-I'm not gonna let you take her from me.
  • Jack Bauer: (scoffs) I don't think that's really up to you. Or me.
  • Paul Raines: No, maybe it isn't. But she still has feelings for me. I can hear it in her voice. And I'm gonna fight to keep those feelings alive.
  • Jack Bauer: Well, Paul, you're gonna have to do what you gotta do.

  • Gene McLennan: What if you can't stay ahead of him? What happens then?
  • Dave Conlon: There are other options.
  • Gene McLennan: What other options?
  • Dave Conlon: We'll set off an EMP.
  • Gene McLennan: A pulse bomb? Are you out of your mind? It'll destroy every piece of hardware we have in this building. It'll cripple us electronically.
  • Dave Conlon: That's the point.

  • Curtis Manning: Tony... are we trying to accomplish the same thing here? Or is this about you establishing position?
  • Tony Almeida: I dont have to establish position, I've already got it.

  • Secretary Heller: I'd like you to stick around and assist Ms. Dessler.
  • Tony Almeida: I'm sorry, who?
  • Secretary Heller: Michelle Dessler. Do you know her?
  • Tony Almeida: I used to be married to her.

Dramatis Personae


Special Guest Stars

Guest Starring

Background Information and Notes

  • When Edgar pulls up Marwan's ID from McLennan-Forster, the company name is spelled McLennen-Forster. Later, when Paul and Jack arrive at the company's headquarters, there is a posting in the background that also spells the company name McLennen-Forster, even though "McLennan-Forster Corporate Headquarters" was flashed on the screen moments before.

Previous episode:
Day 4 5:00pm-6:00pm
Current season:
Season 4
Next episode:
Day 4 7:00pm-8:00pm

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