Guest Stars: David Warner, Rick Overton, Jonathan Coy, Wayne Best, Ross Petty, Graham Harley,
Screenplay by Gregory de la Doucette
Edited by Yvann Thibaudeau
Directed by Mark Roper

Location of Aurora:  In London

Rebecca is practicing her fighting skills with a Samurai warrior named Rodney in a courtyard filled with ice columns. Phileas comes in at the end of the practice and fires a pistol shot close to Rebecca. She complains that he is using real bullets, but he counters that they don't encounter blanks on secret service missions. He explains that if it's blanks she wants, she can always change professions. Rebecca asks if he means like he himself did and he nods yes. They are interrupted by the butler who announces that Sir Boniface, Phileas' father and Rebecca's guardian, is dead.

At the Sorbonne in Paris, a law professor named de Morancy is lecturing, while Jules is dreaming of other things. He is currently drawing a strange machine with a long spiral rod at one end. He is startled as he imagines the machine tunneling through the wall of the lecture hall. His professor speaks briefly to him and glances at his drawing.

In London, at the memorial service for Sir Boniface, the queen tells Rebecca that the country will always be grateful for her guardian and his contributions. Phileas is approached by the Prime Minister, who says that there will always be a place for him in the secret service. Phileas explains that he could never again be a part of the secret service and that he shares none of his father's ambitions. As he walks away, two other attendees are watching him carefully, one of whom is Passepartout.

The scene changes to Sir Jonathan Chatsworth's office. Sir Jonathan is the new director of the British Secret Service, taking over for Sir Boniface. He has a mission that he must send Rebecca on, one that he describes as little more than petty theft. An encryptor is missing from the Royal Academy of Physics, along with its inventor John Dickens.  They have traced Dickens' whereabouts to Paris, where he knows one person of consequence, a law professor at the Sorbonne called de Morancy. Sir Jonathan explains that Rebecca will be going incognito as one Constance Knight, the law department's new assistant.

In Paris, as Jules walks down a street, a shadow falls across the area. He doesn't see the giant airship that passes overhead. Inside the airship, de Morancy and Dickens present the encryptor to Count Gregory.  Dickens says that when the power source mechanism is perfected, they will be ready for Mr. Verne.  Count Gregory is pleased and seems to send a telepathic message to a man sitting at a café in the city below. He commands Arago to feel his presence. The count describes himself as in a living hell and says that he will soon have his revenge. 

In Phileas' London townhouse, Phileas is playing cards with the man who watched him leave the memorial service. The are joined at the table by the man's servant, Passepartout. They are playing for high stakes, the statement of which triggers memories in Phileas of his last secret service mission with his brother. 

In Jules' Parisian garret, the man Arago waits for Jules while looking over some drawings. Jules enters and greets his old friend. When asked how he is doing, Jules explains that he has tried to stop drawing and stop writing plays, but he can't. It's as though, he says, his hand has life of its own. Jules describes the experience he had earlier in the lecture hall as he first drew and then imagined the strange machine breaking through the wall of the hall. When Jules says it was imaginary, Arago responds that it was real, and that Jules possesses a rare gift that some would kill to possess. All of this is going on while, in the League of Darkness stronghold, the man Dickens works on his power source.

Constance Knight (aka Rebecca) arrives at the Sorbonne and presents herself to Professor de Morancy. She is self-effacing and sweet. The professor seems a bit surprised and questions her about her background in law. They are interrupted by a young female student, Jeanne de Fontenay. The professor asks Jeanne to show Constance around, adding as they leave that he'd like Jeanne to "put Verne's notes on his desk" that evening.

Later that day Jeanne tracks Jules down to the library and manages to snatch his drawing away from him without him noticing. Jules goes off to join his friends at the café. He talks about trains for intercity travel and how they might be powered in the future, which his friends laugh at. .Overhearing his conversation are Rebecca and Arago, sitting at separate tables. When Jules mentions something about moon travel, Arago approaches him and says that tit is time for them to leave. Rebecca watches curiously as they exit the café.

Phileas and his partner, designated as the Baron, continue to play cards with ever increasing stakes. As the game continues, Phileas' mind continues to wander to that last mission with his brother Erasmus. He remembers a conversation with his father, Sir Boniface, where his father says that he is sorry he ever put Phileas in charge of that mission. As he is occupied with his own thoughts, Passepartout asks the Baron if they really must do this. The Baron answers yes, and that he is sorry about it. 

Rebecca searches the office of de Morancy and finds one of Jules' sketches in the wastebasket. In the meantime, Jules and Arago are arguing at Jules' flat. Jules complains that first Arago tells him to nurture his ideas, but now tells him to hide them. Arago says that Jules speaks too freely, that there are those that would stop at nothing, but Jules interrupts and stalks out. 

Rebecca approaches de Morancy and says that she thinks her services really are not needed by the department. She mentions that Mademoiselle Fontenay has suggested that a friend of his, a Mr. Dickens, might be able to use her help. De Morancy is clearly upset and tells her to stop gossiping with Fontenay and to stop looking for other employment. He says that he indeed needs her help himself and sends her on a research assignment to the law library. De Morancy then goes to visit Dickens at the League of Darkness stronghold, who is busy working on his machine.  He explains to Dickens that they may have a problem with his new assistant becoming curious about Dickens, and that he has sent her to the library to work to keep her out of their way. After he leaves, Dickens orders one of the League's henchmen to "eliminate the problem". Rebecca is headed for the library, after she first makes a brief stop at Jules' garret to look around. She seems to sense, but doesn't see, that there is another presence in the room. After she leaves, Arago comes out of the shadows.  

Rebecca is working at the library when she is attacked by several assassins. She manages to get away eventually. This is occurring while Arago looks for Verne at the café. He has missed his friend, who had earlier wandered out of the café drunk. Jules sees Jeanne de Fontenay and follows as she leads him eventually to a strange building. After Rebecca gets away from the assassins, she goes to see De Morancy and forces him to tell her who the would-be assassins were and who sent them. He explains that the men she asks about were sent by Dickens. In the meantime, at the League of Darkness stronghold, Count Gregory is informed that Jules is secured. Jules is strapped in a chair with a strange device on his head. As the villains turn on the device, Rebecca and her captive de Morancy walk into the room and are knocked out  from behind.

Phileas and the Baron are still playing cards, interspersed for Phileas with moments of remembrance of his brother's death. He also remembers the conversation he had with his father, where he severed his ties to Sir Boniface. The Baron declares that their game seems to be at an end, as Phileas has nothing left to wager. Phileas pulls a paper out of his pocket and pushes it across the table. It is the deed to his family home, Shillingsworth Magna. He suggests that they play for his home versus the Baron's home. When the Baron says that Phileas shouldn't risk his family home, Phileas replies, what family. The Baron takes him up on the wager and  puts the keys to the Aurora on the table. The Baron says he will put up the Aurora, as well as Passepartout, since Phileas will need a navigator should he win.

Back in Paris, Rebecca and De Morancy are both attached to some sort of power device, and the Count says that they are donating their brain cells to power the future. Arago is walking down street when he hears the screams coming from inside the building. As Count Gregory demands that Verne show him the future on his imaging device, which is somehow pulling images out of Verne's brain, Arago walks in. He states that the Count will not win this battle and attempts to take off the device on Jules' head.  The Count stops him by saying that taking off the working device would destroy Jules' mind. And so Arago coaches Verne to block out his thoughts, to stifle his ideas and imagination, and deny the Count his visions. Rebecca hears this while she silently works with a file on the ropes that bind her..

In London, Phileas shows his hand. He has a pair of tens. The Baron says that his luck has changed and he folds, turning his hand face down. He stands and shakes hands with Phileas, then tells Passepartout to attend his new master, Phileas Fogg, after thanking his servant for everything.  As the card players leave the room, Passepartout stays behind and turns over the Baron's final hand. The Baron had a full house, three sevens and a pair of fours. Passepartout smiles broadly. A little while later the Aurora takes off, and the Baron, walking down the street, looks up and says a quiet goodbye to his faithful friend. He enters a waiting carriage, whose other passengers are Queen Victoria and the Prime Minister. The Queen states that she feels comfort in the knowledge that Phileas Fogg can still be counted on.  If discretely, the Prime Minister adds. The Queen states that it was a worthwhile sacrifice from the Baron. Above the city, Phileas asks Passepartout to get him a glass of claret.

Back in the League of Darkness stronghold, the Count calls Arago a timid fool. Arago says that the Count will rip apart the fabric of the universe. To Jules, Arago pleads and says the future is his and that he mustn't let the Count see it. At that moment Rebecca breaks free and dives into the control room where she stops the encryptor. The Count threatens Rebecca as he says that she hasn't seen the last of him. 

Rebecca wakes up in a deserted warehouse with one piece of the encryptor in her hand. As she leaves the building, she looks overhead and sees the League of Darkness ship. Jules wakes up in bed and asks if it was nightmare. He says that he just wants to continue with his plays and think nothing of the future. Arago says he should sleep,  that this was just the beginning. Arago adds that for now, his time here is finished.  For Phileas and Passepartout on board the Aurora, their adventures are just beginning.

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