Guest Stars: Michael Moriarty, Margot Kidder as Madame
Screenplay by Eliza Childs
Edited by Christopher Wentzell
Directed by Pierre de Lespinois
Location of Aurora: Parked in Paris
In Paris, Passepartout visits his aunt on her death bed. Just as she dies, her spirit sends a ghostly warning to "Beware". In the meantime, at the British Embassy in Paris, Rebecca is meeting with Chatsworth to discuss the recent traitorous actions of several agents, on both the British side and the "other" side. Rebecca goes to speak with the latest "traitor", an agent she knows well, and he tells her he can remember nothing for the past month, ever since he attended an evening sťance presented by a spiritualist named Madame Soretski.
At auntie's house, Phileas and Passepartout are present for the reading of the will, which is attended by Madame Soretski. While Soretski gets the organ, Passepartout gets the bulk of the estate, only to find there isn't anything of substance left. When the chandelier rumbles, Soretski proposes a sťance to talk to dear auntie later that day.
Passepartout arrives at the sťance with Jules, who is skeptical of the procedure. With the obligatory ghostly organ playing, an "embellishment" engineered with the help of a little wiring by Soretski, the sťance begins but soon takes a turn for the macabre. A strange and forceful voice comes out of Soretski saying, "I shall be avenged". When Passepartout shouts at Soretski to leave his auntie alone, a yellow misty light moves from Soretski to Passepartout, whose eyes become black. One of the other participants in the sťance, Dr.Draquot, sees the eyes and realizes that some spirit has been transferred to the valet. He asks that Jules meet him in an hour in his laboratory, where he warns Jules that something very dangerous has happened to Passepartout.
Back on the Aurora, Passepartout is acting strangely. When the solicitor arrives with papers to sign, Passepartout claims that Phileas is planning to demand that the solicitor's books be confiscated because of fraud, an action that Phileas has never contemplated. Phileas demands that Passepartout apologize, and is bewildered by the valet's negative response.
Meanwhile, Rebecca is in the audience that evening for a performance by Madame Soretski, who is once again possessed by a strange voice warning of danger.
Passepartout is continuing to act odd, wearing Phileas' jacket and baiting his master about being able to mimic Phileas. When he attacks Phileas, Jules and Dr. Draquot enter from the next room and they subdue him with a tranquilizer. They take Passepartout to Draquot's lab for the good doctor to "treat" him. Phileas reluctantly leaves his friend there, with a warning to the doctor about taking proper care. After they leave, Draquot finds evidence that the spirit of someone named Lazarus has entered Passepartout's body.
Rebecca arrives back at the Aurora and finds Phileas is quite drunk When Phileas explains that Passepartout is insane and in an institution, Rebecca demands the details from the more sober Jules and leaves to investigate the situation herself. When Draquot refuses her access to Passepartout, she sneaks in and releases Passepartout's face mask. Once again, the spirit changes bodies, this time going into Rebecca.
Back on the Aurora, the totally tipsy Phileas is fencing with shadows when Rebecca/Lazarus returns. He is bewildered as Rebecca prances and baits him. She calls Phileas 'Fig', which seems to ring a bell in his fuzzy head. The next morning, Phileas and Jules force their way into Draquot's office and take a bewildered Passepartout back with them to the Aurora.
Rebecca/Lazarus stops at the Embassy and shoots Chatsworth before going on to Draquot's office. Passepartout has remembered enough to warn Phileas and Jules that they need to find Rebecca, that it involves someone called Lazarus. Lazarus, Phileas explains, was an agent who worked for his father, but who later joined a group of anarchists and created havoc. Phileas himself was the man who finally killed Lazarus. Phileas, Jules, and Passepartout arrive at Draquot's office in time to stop Rebecca/Lazarus from killing Draquot. But Phileas won't shoot or hit Rebecca, so Lazarus gets the upper hand until the doctor knocks her out. They place her on a machine that will extract Lazarus from her body, which they do. And with the help of Soretski and auntie, Lazarus is sent back to hell.
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