The episode begins 2 weeks after the incident with Sarah as you see a morning shot of scenic downtown Los Angeles and the cut to the façade of Casa Bartowski. You then cut to Casey's apartment where you see Chuck, Casey, and Abe standing in front of the flat screen tv as they talk with General Beckman and C.I.A. Director Graham. Beckman leads the conversation

Beckman: looks at Casey Agent Casey…do you have a progress report on Agent Walker?

Casey: Despite suffering a concussion that left her incapacitated for 2 days, she is doing fine. The doctors at the warehouse have ordered her to stay in bed at least a couple more days just to be on the safe side.

Graham: smirks I understand. I would rather have my top agent in the field fully recovered at 100 instead of sending her out there knowing she's at risk of endangering not only herself, but her team as well.

Abe: looks at Chuck By the way son, what excuse did you give her boss about her absence.

Chuck: looks at Abe I told Scooter her spastic colon has been acting up and that her doctor told her to stay in bed so not to aggravate her condition more or it will become worse.

Beckman: looks at Chuck Good thinking Mr. Bartowski and while we're on this particular subject maybe our doctors can take a look at her and treat her ailment.

cut to Casey trying not to laugh and Abe looking concerned

Chuck: looks at Beckman No need to worry about Sarah General…looks at Grahamshe's you're best agent and she can overcome any obstacle…a spastic colon is nothing. Besides what's more important, saving the world or treating a colon that's spastic?

Graham: nodding Very well…there are far more important matters to attend to.

cut to Chuck who has this look of relief on his face leading Casey to say something

Casey: looks at Chuck Don't get your panties in a twist Bartowski. Agent Walker will be back soon enough, but in the meantime you have me to protect you on any upcoming missions.

Cut to Casey smirking as he his puts hand on Chuck's shoulder leading Chuck to quickly glance at his dad with sort of I'm going to die sort of freak out look

Graham: serious look Sorry Agent Casey…you and Mr. Bartowski are still benched until you can prove that you can work as a team. Once again you two will be doing surveillance for this upcoming mission.

Casey: curious look Who's the target?

cut to a picture coming up on screening leading Chuck to flashed leading him to see images of a penguin, auction, priceless artifacts, stockpile of weapons, militia, map of world, Sotheby's, the name Warrick Baker, and the image of a penguin again

Chuck: snaps out of it Warrick Baker…an antiquities dealer who uses Sotheby's basically to pawn off rare and priceless artifacts he "acquires" from Uganda, Mexico, Argentina, etc. are a means of buying and then selling them in order to fund militia groups all over the world with stockpiles of weapons.

Abe: serious tone He's dealing in some pretty bad businesses.

Graham:looks at Abe You are correct Mr. Carmichael. Since Agent Walker is currently recuperating and Agent Casey along with your son are benched for the time being its up to you Mr. Carmichael to try to get into Baker's inner circle. Make some noise, but not so much noise you get yourself killed. You will be supplied with financial resources to bid on the stolen artifacts to keep with your cover and spend it wisely.

Casey: looks at Abe Yeah…spend it wisely unlike some people. looks at Chuck

cut to Chuck giving the I'll pay the 100k back look at Casey

Beckman: You have your orders. screen turns off

The scene ends with Chuck, Casey, and Abe who is going on his first solo mission are preparing for the mission, which is later tonight

Fade Out

The scene begins with the interior shot of Buy More where it's a relatively slow day as you Jeff and Lester talking amongst themselves, Morgan and Anna in the hole, Casey unloading a Beastmaster, Chuck walking around talking to customers, and you end with Abe at the info desk who is looking at a picture. In doing so, you hear echoes of two people speaking as Abe stares at it but it abruptly ends when Jeff and Lester walk up and stand behind him looking over his shoulder

Lester: looking at picture So, whose babe?

Jeff: grins She's hot

cut to Abe looking at the two of them

Abe: holds up picture If you must know boys…this is my wife…Chuck's mom.

Lester: Oh…the one you ran out on.

cut to Abe giving Lester a glaring look leading him to back up behind Jeff

Jeff: looks at initials What does R.E.W. stand for?

Abe: smiles Rose Eleanor Walczak

cut to Jeff and Lester seeing Chuck walk up leading them to scramble out of there

Chuck: looks at Jeff and Lester running away then looks at Abe So you ready for your first solo assignment tonight?

Abe: looks at Chuck Ready as I'll every be.

Chuck: looks at picture Is that mom? She was so beautiful?

Abe: Tell me something I don't know son. I spent 13 years of my life with her and then have it all abruptly end with one phone call was…still is…considered the worst day of my life.

Chuck: puts hand on shoulder I know dad…you did it in order to protect your family.

Abe: looks around There's not a day that goes by that I don't think about her or the day that I told her that I didn't love her. My two worlds collided and I haven't been the same person since then. I wish I could tell her that what I said was to protect her, you, your sister and not by any means a betrayal of the heart.

Chuck:looks at Abe Well, there is a way to resolve that dad.

Abe: looks at Chuck I know son…I'm not ready yet to do that.

The scene switches from that afternoon at Buy More to later that evening to Sotheby's where you see Abe dressed up with an earwig in his ear mingling with the other potential buyers and outside in the van you see Chuck and Casey. Casey leads in the conversation

Casey: looks at Chuck So how is your girlfriend Agent Walker doing?

Chuck: looks straight ahead at the monitors Fine…she's getting a bit antsy though not being able to be in the field. looks at Casey Why do you care?

Casey: Can't I be concerned about the welfare of another human being?

Chuck: looks at Casey Who are you and what have you done with the real Casey?

The scene switches from the inside the van to inside Sotheby's where Abe is dressed to impressed mingling with the crowd. He sees Baker leading him to inform the guys and just as he is about to walk up to introduce himself he is tapped on the shoulder from behind. When he turns around his eyes widen as he sees a woman from his past leading the woman to speak

Dianna: looks at Abe Steven Carmichael…I thought that was you.

Abe: looks at Dianna Dianna Taubman?

Cut to Casey and Chuck looking at each other as they see/hear a woman possibly compromise Abe's cover. The scene ends with Abe expressing an astonished smile as he sees a woman from his past 40 years ago that he thought he would never see again

Fade Out

The scene begins where it left off as a seemingly stunned Abe sees a woman he encountered from his past. You then see Chuck and Casey in the van across the street holding their breathe to see if they…meaning Casey will have to cause a distraction and extract him from inside the building

Dianna: smiles Its Dianna Baker now.

Abe: Wow…you got married…congratulations. You're not by chance related to Warrick Baker, the renowned iniquities dealer.

Dianna: Yes…he's my son. pats him on the shoulder How about you…wife…kids?

cut back to Chuck and Casey in the van. Casey talks to Abe in his earwig

Casey: Carmichael…remember we're here to do a job not hit up old girlfriends.

cut back to Abe discreetly taking out his earwig and putting in his pocket leading Casey in the van to glare at /give a low growl to Chuck

Chuck: What? At least he has a way in.

Casey and Chuck who go back watching what is going between Abe and Dianna

Abe: looks at Dianna I have to great kids, boy and a girl, who are all grown up. One is a doctor who is getting married soon to a doctor and the other is a manager of a store. As for my wife…we were married for 13 years until she past away.

Dianna: solemn look on her face I'm sorry to hear that…at least you have the memories that you shared with her. cut to Abe who is cut deep by those very words but doesn't show it in front of Dianna So tell me…what have you been up to? Where have you been? The last time we last saw each other was 25 years ago in Venice, Italy. The atmosphere…the surroundings…that was a night I will never forget as long as I live.

Abe: smiles Yeah…I won't either. Well to answer your question…I've been traveling the world and ended up hanging my hat in Fresno, California for awhile then moved to Los Angeles where I ultimately settled down. I work along side my son…who is my boss. shrugs his shoulders What can you do…you spend a lifetime telling your kids what to do next thing you know they tell you what to do.

cut to Dianna laughing and then to a shot of Casey and Chuck in the van

Casey: smirks I got to hand it to you Bartowski…your father is smooth. cut to Chuck smiling and then Casey looking at ChuckAre you sure you weren't adopted?

cut back to Chuck as his smiles turns into a glare. You then see a shot of Dianna and Abe talking when Warrick Baker walks up

Warrick: kisses mom on the cheek Hello mother.

Dianna: Warrick…is the auction about to start

Warrick: looking back and then at Dianna In about 5 minutes…looks at Abe with curiosityAre you going to introduce me to you friend?

Dianna: Oh where are my manners…Warrick, this is an old friend of mine Steven Carmichael. We met in Venice, Italy 35 years ago when I did semester at sea.

Abe: shakes Warrick's hand Pleased to meet you…looks at Dianna…Dianna, I must say you raised a distinguished gentlemen in young Warrick here.

Dianna: gives the proud mother towards her son He got his looks from his father.

Abe: looks around Oh…is he here…can I meet him?

Warrick: looks down and then at Abe He died a couple of years ago in a car crash.

cut to awkward moment shared by all three leading Dianna to break it up

Dianna: looks at watch Well…on that note maybe we should head on into the auction.

You then see Warrick and Abe escorting Dianna who is holding both their arms into the auction. The scene ends with a shot of Casey and Chuck breathing a sigh of relief as they dodged a bullet

Fade Out

The scene begins the next morning at the warehouse where you see Sarah in the infirmary and Chuck sitting next to her having a short conversation. Sarah leads in the conversation

Sarah: grins Well…like father like son.

Chuck: looks at Sarah What does that supposed to mean?

Sarah: I'm just saying you and your dad have a couple things in common?

Chuck: What? A great sense of humor and being able to quickly think/adapt to certain situations?

Sarah: I was thinking more along the lines of having a big heart and witty charm about you.

cut to Chuck smiling at Sarah and then giving her a kiss

Chuck: looks at Sarah Thanks…I do have a great sense of humor right?

cut to Sarah just looking at Chuck as he say her nickname trying to get an answer. The scene switches for the infirmary at the warehouse to the inside of Buy More where you see Morgan and Abe at the info desk. Morgan begins the conversation

Morgan: So how was the auction last night Mr. B. Did any ladies bid on you?

Abe: gives Morgan a weird look It wasn't that kind of auction son. The one I went to deals in rare artifacts, but I did see an old friend who I haven't seen in 40 years. She and I…as you kids call it…hooked up back in the day.

Morgan: Is she hot?

Abe: looks at Morgan She is a very beautiful and respectable woman.

Morgan: Okay…is she hot though?

cut to Abe looking at Morgan and then walking away leading Chuck to walk up and asking him to meet him in his office. After a moment or two they're in there leading to Chuck to being the conversation

Chuck: So…how did it go last night?

Abe: Everything went off without a hitch. Warrick thinks I'm just an old boyfriend that his mom knew 25 years ago.

Chuck: looks down Good…good…listen dad about Dianna…

Abe: interrupts Chuck You want to know about Venice don't you?

Chuck: Since you brought it up…what happened.

Abe: looks at Chuck First off…get your mind out of the gutter. It was nothing like that.

Chuck: What was it then?

Abe: contemplative look I was 6 months into being a member of section 8 and first my assignment was to track down a double agent. I wasn't having much luck as the leads to his whereabouts were coming up short and out of frustration I ducked into a local bar to have a drink where I inevitably met her. We struck up a conversation and told her I was backpacking across Europe. From that moment on we spent time with each other as we sample the Italian cuisine, road the gondolas, and had long conversations till the sun went up. Unfortunately, she was only there a couple of days and she had to leave, be back on the boat, and head out to sea. That's the last I saw of her until last night. You know…after seeing her after all these years…

Chuck: interrupts Abe What are you trying to say dad?

Abe: looks at Chuck I'm just saying…if Dianna didn't return to the boat 35 years ago and I didn't go back to Washington things would be different.

Cut to Chuck who has this bewildered/surprised look on his face as he finds out that he may not have existed if he married Dianna Baker

Fade Out

The scene begins late afternoon at Casa Bartowski where you see Ellie in the kitchen and then you see Chuck walk with a beleaguered look on his face. Ellie leads in the conversation

Ellie: smiles Hey little brother, dinner will be ready in 30 minutes. cut to Chuck not saying a word and just sits on the couch leading her to walk over and see what's wrong Hey…what's wrong…you know you can talk to me.

Chuck: looks at Ellie Sis, do you ever think about the possibility of not existing?

Ellie: giving Chuck a weird look Chuck…please tell me you're not high?

Chuck: quickly looks at Ellie What…no…I'm talking about dad meeting an on old girlfriend at the auction he went to last night. We talked and said that if things we're different he would have married her instead of mom.

Ellie: comforting tone But he didn't…and as you can plainly see we exist. Besides…dad's an exceptionally charming, witty guy and I've had several father/daughter talks with him lately and all he ever talks about is how he loved mom so much, how she would be proud of both of us, and that leaving her was the biggest mistake he ever made. Look at meCut to Chuck looking at EllieHave I ever steered you wrong before?

Chuck: grins Well, there was that one time as kids you told me that if I tied a towel around my neck I could fly like Superman.

Ellie: And you believed me?

Chuck: grins I was 6 years old…I believed anything my big sister told me. cut to Ellie pushing Chuck and vice versa leading Chuck to say something Thanks for listening sis.

Ellie: Anytime…remember I'm always there for you whenever you need to talk to me. You don't always have to go to Sarah you know.

cut to Ellie walking back to the kitchen as you see Chuck with a look of reassurance on his face. The scene switches from Casa Bartowski to the Baker Estate where a dinner is being held with several prominent people attending. Again outside in a van are Casey and Chuck doing surveillance with Abe at the side of Dianna. They mingle and end up talking along on the second floor with Abe leading in the conversation

Abe: looks at the moon and then at Dianna Have you ever thought what could have been 35 years in Venice?

Dianna: looks straight ahead I think about it every now and then…looks at Abe...you?

Abe: Not until I saw you last night…it brought back a flood of memories.

Dianna: Good one's I hope?

Abe: If you're talking about me falling off the Gondola trying to sing to you…so yeah I consider it one of the good ones.

cut to a small silence happening leading to both of the sharing a moment. Abe goes in for a kiss when out of the corner of his eye spots Warrick talking with a couple shady looking dudes. He quickly backs off leading him to ask to use the facilities. Dianna gives him directions and off he goes knowingly trailing Warrick and his associates as informs Casey and Chuck. After a while they duck into an office away from the noise in the party leading Abe to open the door slightly/quietly so he can to eavesdrop on the conversation at hand. After several minutes he hears a sound of a gun being cocked behind him causing Abe to bend up. We he turns around with his hands up his eyes widen because there stands Dianna herself leading her to say something

Dianna: smirks Sorry Steven…some memories are better left in the past.

The scene ends with a look of disbelief on Abe's face as he sees the woman he fell for 35 years ago pointing a gun at his face

Fade Out

The scene begins in Warrick's office as you see his two associates tie up Abe and then cut to Warrick looking at him with Dianna in the background

Warrick: looks down at Abe Who are you? Who do you work for?

Abe: Nobody…I was looking for the bathroom and I stopped to tie my shoe in front of your office. You have nice carpets by the way.

cut to Chuck in the van freaking out leading Casey to calm him down

Casey: Relax Bartowski…we need more info before we can just rush in there.

cut back to Warrick interrogating Abe

Warrick: gives a right hook to the face You're lying…I'm going to ask once again…who are you and who do you work for?

Abe: looks at Warrick as he spits out blood Before I answer your question…looks at DiannaWhat happened to the woman I met 35 years ago in Venice? Where did she go?

Dianna: walks up Money happened to me and lots of it. After I finished the semester at sea program and graduated I met…eventually married... Donald Baker whose family owns a chain of Baker's Dozen restaurants. I got used to the extravagant lifestyle of having people wait on me hand and foot. The girl you met 25 years ago was idealistic fool who though she could make a difference with her life and so I help my seen smuggle rare artifacts out of certain countries with a little help from contacts within the region.

Abe: And you're husband…did you love him?

Dianna: I loved his money and it was a shame when he died in a car crash several years ago. The police summed it up to him falling asleep at the wheel. Tragic…just tragic.

Abe: I can't believe you. After all these years you turn out like this?

Dianna: leans in and looks Abe with anger straight in her eyes I wasn't getting anywhere in life if I became a bleeding heart who puts her life on hold to help people around the world. I realized I should look out for the only person that matters most…me…and now my son.cut to Dianna smiling at her son

Abe: looks at Dianna shaking her head I feel sorry for you…from what I've learned is that one person can truly make a difference in the world and all it takes is just one person to not only care, but to also step up when things seem at their worst.

Cut to Dianna rolling her eyes and then Warrick punching Abe in the gut

Warrick: rubbing his knuckles Times up going down memory lane…who are you and who do you work for?

Abe: winces and then looks at Warrick All right…all right…I work for the government. I track artifacts that have been stolen from their countries. My job was to take you down, but when I saw Leona Hemsley over there I was sort of side tracked.

cut to Dianna walking up an slapping him in the face

Dianna: turns around , walks towards the door, then looks at her son Be a good boy and kill him won't you.

Warrick: sinister smile Anything for you mother.

You see Dianna walking out the door with a smile on her face and then cut to Warrick taking out his silencer. The scene ends with a close up of the silencer in Warrick's hand and in the background is a tied up Abe awaiting his fate

Fade Out

The scene begins where it left off as you see the close up of Warrick's gun with Abe in the background. You then see him walk up, point the gun at his head, and as he is about to pull the trigger the double doors in his office leading to the terrace blow up causing glass to fly everywhere. You cut to everybody at the party startled, as well as Dianna to flee the scene but not before federal agents swoop in. Cut back to the office where in the midst of the smoke you see Casey rolling and dispatch the two associates, but when he gets up he's greeted by Warrick who has a gun pointed at him

Warrick: looks at Casey Who are you?

Casey: smirks Who me? I just dropped by to say that you left your headlights on.

Warrick: Sorry…my headlights are off.

cut to Warrick suddenly being knocked out after being hit with a paperweight on his table. When he falls you see its Chuck who immediately runs to and check on his dad

Chuck: looks at Abe as he's untying him You okay?

Abe: looks at Chuck and then at Abe Yeah…what took you guys so long?

Casey: I like to make a dramatic entrance…it keeps it suspenseful.

Abe: stands up, looks down and then at Casey You two handle this while I take care of some unfinished business.

Chuck: looks at Abe walking off Where are you going?

Abe: stops to look at Chuck I'm going to erase a once happy memory.

The scene switches from inside Warrick's office to the façade of the backyard where you see Dianna running out the back door. The camera then quickly pans to a close up through the windows of Abe booking it across the second floor. Cut back to Abe point of view where you see him immediately stop as he spots her running up the lawn towards the giant fountain. You then see Abe pick up a chair, throw it through the window, takes a few steps back, runs through the broken open window, jumps, grabs a chord that supports several decorative lights inevitably snapping it causing him to swing to the ground. He does a military roll and continues running after Dianna who is only a few yards away. After a few moments he catches up to her and tackles her to the ground. He motions as if he's about to hit her, but pauses leading to get up and back away leading Dianna to lead in the conversation in front of the big fountain

Dianna: getting up and breathing hard What…you still have feelings for me?

Abe: bending down and catching his breathe On the contrary my dear…up upchucked those feelings away on the second floor bathroom before I came out here.

Dianna: Do you want to fight me now?

Abe: raises right eyebrow Why so violent? I'm a man of peace…besides I live by a code of ethics.

Dianna: arrogant smirk What…saving damsels in distress, saving the innocent from evil and all that bunch of nonsense.

Abe: bends down and looks at Dianna As a matter of fact yes I do…grins as he shrugging his shoulders...truthfully I haven't run into many damsels in distress lately…just evil witches.

Dianna: looks at Abe What happens now…you going to hit me?

Abe: looks down No…I'm not going to hit you…looks at Dianna...but she is.

Dianna: Who is?

Sarah: turns Dianna around Me

cut to Sarah doing a roundhouse kick to Dianna's face causing her to end up in the fountain

Abe: looking down at a soaked Dianna Huh…I thought you were supposed to melt away when you got soaking wet. Hmmm….my mistake.

The scene ends with Casey and Chuck running up as they see Abe walks away leaving Sarah taking Dianna Baker into custody

Fade Out

The scene begins after closing hours in the home theatre room where you see Casey, Chuck, Sarah, and Abe talking with General Beckman and Director Graham. Beckman leads in the conversation

Beckman: looks at Abe Well done Carmichael…how do you feel after your first solo mission in quite awhile.

Abe: grins As my future son-in-law would say awesome.

Chuck: puts hand on shoulder You did great dad.

Casey: looks at Abe I still think I can take you.

cut to Sarah and Chuck looking at Casey

Abe: looking at Casey Anytime…any place son. You know where I am.

Graham: looks at Sarah Good to see you back Agent Walker.

Sarah: Its nice to be back…I haven't hit anybody in a while and kicking Dianna Baker in the face felt good.

cut to Chuck looking at Sarah

Beckman: Good job all around everyone. Mr. Bartowski…Agent Casey…I'm feeling somewhat generous so as of tonight you two are no longer benched.

cut to everybody smiling at everybody except for Casey who just smirks. The scene switches from a late night at the Buy More Home Theatre room to the next monring Casa Bartowski where you see Ellie, Awesome, Sarah, Chuck, and Abe dressed up. Chuck leads the conversation as the song Hallelujah by Jeff Buckley is playing in the background

Chuck: looking at Abe You ready

cut to Abe nodding and after several views of Los Angeles you see Abe with the rest of the gang afar off walk up and start talking to someone

Abe: holding flowers Hi…its me. It took me a while to get here…you wouldn't believe the traffic.laughsI know…you hated my corny jokes and you said the only one who laughed at then was me. Anyways…I planned on having so much to say to you but…now that I am here I'm at a loss for words. I know the last time I spoke to you I told you that I didn't love you anymore. I said that in order to protect you and the kids…it was truly hard on me saying it as it was most definitely hard on you hearing it. cut to the camera backing up and you see a tombstone inevitably showing the name Rose Eleanor Walczak That's far from the truth because there is not a day that goes by that I still don't think about you. As a matter of fact I see you every day when I look into our daughter's face….she's the spitting image of you. starts crying Rose...God I miss you…and I wish you were here beside me right now. I'm just half a man without you...you are and will always be my strength. pauses to compose himself as he looks around and then walks up to put his hand on her tombstone I just wanted to say and let you know…I love you...nothing will ever change that. I know we'll be together somedaym but in the meantime, I'm going to fight the good fight with our son who has been given a gift to help save the world. Be proud of him...we raised an exceptional man who has a good woman by his side. kisses his hand and then touches the tombstone again Till we meet again.

The episode ends with Abe putting down the flowers and then in slow motions turns around heading towards Ellie, Awesome, Chuck, and Sarah

Fade To Black