Guest Stars: John Rhys-Davies, Rene Auberjonois, Christopher Heyerdahl
Screenplay by Trevor Preston
Edited by Jean-François Bergeron
Directed by Mark Roper

Location of Aurora: London, later Paris

Someone is trying to kill Rebecca, and she is fairly certain it is an agent of the Prussians, whose secret code she has discovered and is trying to break. One night she finds a scorpion in her bed and narrowly misses being stung.  While Rebecca and Phileas try to decide who might be the likely assassin, they continue to pursue the enigma of the code with the help of a cryptographer named Goodes. The code, they know, is based on the book "The Three Musketeers". 

While they pursue the code breaking in London, Jules is in Paris trying to find his old friend Alexander Dumas, who might be able to help them with the code. Dumas is a hard man to find, it seems, as he apparently owes money to his landlady, his ladies of the night, and a slew of money lenders.

Phileas and Rebecca go to see Goodes to discuss security arrangements with him to protect Goodes as he works on the code. Phileas agrees to personally protect the cryptographer and gives him a guarantee that nothing will harm him. Unfortunately for the cryptographer,  the assassin who tried to murder  Rebecca is aware of his failure on that count, as well as being aware of Goodes' activities.

Jules finds his friend Dumas in a bar, where he asks Dumas about the secret code that he suspects Dumas might have invented during the time he worked as a spy for the French government. The two go off together to discuss the code and its secret in private. 

In London, Rebecca reports to Chatsworth, the head of the British Secret Service, about her attempts to break the code. Chatsworth is not happy about being kept out of the loop until now. He does suggest that the would-be assassin is a Frenchman named Cavois, a freelancer who may be working for the Prussians. Cavois has killed before using a scorpion. 

Phileas delivers a book to Goodes, sent over from the British Library, which the cryptographer begins to leaf through. After turning a number of pages, Goodes suddenly collapses, foaming at the mouth, and dies. Phileas is angry and shocked that he couldn't protect this man, and broods over the death. As he remembers the events, Phileas realizes that the pages of the book must have been poisoned, and with each lick of Goodes' fingers, the cryptographer took in the poison.  Later that night, Rebecca finds Phileas brooding and drinking alone in the Aurora, and offers some words of comfort.

The next morning, Phileas and Rebecca go to Chatsworth's office to discuss the situation. On the street in front of the office, Cavois lurks behind a pillar and shoots Rebecca. Phileas chases after the assassin, leaving Passepartout to see to Rebecca, who begins to revive. Phileas and Cavois play a game of cat and mouse in a basement, with Cavois finally getting the draw on Phileas. But the assassin does not pull the trigger. He taunts Phileas, saying that when he finally kills Phileas, he wants to be looking into his eyes just before he dies. As quickly as he appears, Cavois disappears and blends into the shadows once more. When Phileas returns to Passepartout and Rebecca, Passepartout lectures Phileas about leaving without knowing whether or not  Rebecca was alive. Phileas explains that he knew Rebecca was wearing the iron bustier he had had made for her and thus was not hurt. Passepartout still says that Phileas acted as though he had no heart. The threesome take the Aurora that night to Paris. Phileas is upset about his confrontation with Cavois, about how unnerved he felt, and he and Rebecca talk about it.

The next morning, the Foggs and Passepartout meet up with Jules and rescue Dumas from an angry hoard of creditors who are after the writer. Dumas takes them to see the project that has been bankrupting him, namely the building of the Phoenix, according to plans he found in an old chest. The plans were signed "Richelieu". Dumas confesses that he built the machine, but doesn't know what it will do. Passepartout enters the machine and investigates the strange design. Just as the hoard of creditors catch up with the group, the machine starts to make noises. Jules, Rebecca, and Phileas run into the machine to rescue him, but Dumas is caught at the door. The machine disappears before his eyes, with the Aurorans inside.

There is a time display inside the Phoenix and the foursome realize that they are traveling back in time. They finally stop in the 1620's, the time of "The Three Musketeers" and Cardinal Richelieu. While Passepartout stays on board the Phoenix to find out exactly how to control the machine, the other three venture out. Rebecca mugs a passerby and dresses herself in the appropriate clothes. She is shortly picked up by a messenger sent to bring a Madame D'Urfé to see someone. Jules and Phileas try to find her and Passepartout, who has disappeared once again with the Phoenix. Rebecca is taken to a palace, where she is led into a room. Soon a figure wearing a cardinal's robes enters and to her surprise, he looks like Phileas.

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