Sydney: I'm not going to let anything happen to you.
Will: I know that. Wait, what did you think I was asking?
Sydney: I was just being supportive in case you thought you might...
Sydney: It's not important. What were you asking?
Will: I was asking you to be my best man.
Will: Yeah... Before I realized you have so little faith in me. You thought I was going to die?
Sydney: No! . . You want me to be your best man?
Will: Well I did. Now I'm not so sure.
Sydney: How would that work exactly? I mean, would I wear a tux?
Will: You don't have to worry about it. Because you're not invited.
Sydney: Are you still having fun, Anna? You can't beat me.
Anna Espinosa: Yet you still don't understand the game.
Marshall Flinkman: Well, it's a sub-derma device placed just below the skull at the base of the brain stem. I've never seen one this small before. It's like they patched a radio receiver to a powerful micro-charger.
Will: [Sydney, Jack, and Sloan share worried looks] So what-what does that mean?
Marshall Flinkman: It means that they-they put a bomb in your head.
Marshall Flinkman: I know, I know. Um... but there's good news. It looks like the charge is small enough that the blast will be localized.
Will: Waitwaitwait - So it might not kill me?
Marshall Flinkman: No. It will definitely kill you. There just won't be any collateral damage.
Sydney: Marshall. How do we get it out of him?
Marshall Flinkman: Well, um, we could perform a surgical procedure, but I'm worried there's a gyroscopic fail-safe. I mean, there is a very real chance that if we try to remove it, uh... Will's head could explode.
Jack Bristow: Get medical in here. I want a full extraction scenario.
Will: What? No! Didn't you hear what he said about the exploding?
Sydney: Will... Calm down.
Will: Sydney, how am I supposed to calm down when there's a bomb in my head?
Sydney: I appreciate your effort to protect me on this; but as of this moment, I'm back.
Will: Yes, I've been tortured and I've been kidnapped, several times actually. But most likely none of that would've happened if I hadn't' helped a clumsy girl pick up her books freshman year in bio class. But it's not your fault. You can't blame yourself for the evils of the world. Look, since I've known you I've seen a lot of horrible things. There are people out there, that are capable of more cruelty and more hatred, than I even thought possible. But I still sleep well at night. You know why? Because I know that you're out there fighting against them. Sydney, you save the world every day and you never ask for anything in return. I think I speak for everybody who loves you, when I say; Thank you for watching over us.
Sydney: But if you hadn't met me you'd have a regular life.
Will: Who wants it? I wouldn't trade you for anything. I know a lot of regular people who live regular lives. But there's only one Sydney Bristow.