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Fearless Leader
Season 3, Episode 4
Air date June 25, 2009
Written by Michael Horowitz
Directed by John T. Kretchmer
Episode Guide
End Run
Signals and Codes

Fearless Leader is the fourth episode of the third season and the thirty-second episode overall.



Michael has a police tail 24/7 courtesy of Detective Paxson. Michael gets a hold of a crime lord who seems to be the prime suspect in a Miami PD investigation, so he wants to hand him over to Detective Paxson in return for being left alone.

Meanwhile, Sam is being investigated by the IRS.

Spy Facts[]

  • In any operation, whether it's sneaking into an embassy or collecting debts for a bookie, it's important to lay out a plan before you go into action. If you're going to disagree, it's best to get it out of the way before any shots are fired. 
  • For many operations, two-man teams are ideal -simple chain of command, easy to delegate responsibility, and little room for confusion. Of course, with a two-man team there's not a lot of margin for error. All it takes is a cop showing up at the wrong moment and the team ceases to exist. 
  • When you're being followed by the police, it's important to remember that having cops around is a problem for criminals, but it's an even bigger problem for a detective trying to remain inconspicuous on a stakeout. 
  • In any sort of operation, flirtation is always a tactical option. Romance is a powerful force and under the right circumstances, it can achieve your objective. Of course, not every circumstance is the right one. 
  • Finding a way into a criminal organization is about observing social dynamics. You start with a target. You're looking for just the right person to approach. People in the inner circle are usually too tough to go after. Anyone with real power is bound to be cautious. Drivers and bodyguards are easier, but they usually don't have real access. You want someone with enough juice to be hungry for more, someone desperate to make a move. In short, you're looking for a frustrated middle manager. 
  • To the educated eye, a prison tat tells a story - where you did time, why you did time, and who you did it with. It's a little like a job résumé for criminals. 
  • Every kid who ever went to a new school knows the secret to fitting in- copy everyone else. Spies do the same thing- tailor their wardrobe, their movement and their behavior to imitate their targets. All the little things that say, "I'm your kind of guy." 
  • For a spy, knowing how to follow is at least as important as knowing how to lead. Sensitive operations often depend on knowing how hard to laugh at the boss's jokes. 
  • The lock on a cash register drawer is designed to keep it from pulling open. Whack it hard enough the other way, and it breaks. 
  • When a padlock's held on to a door frame by three-inch wood screws, it's no match for a dry-cleaning rack that can move 30,000 pounds of clothes.
  • The sight of a fresh injury has a primal effect on people. If you really need to make a point, sometimes there's no substitute for a good shiner. It's never fun, but if that's what sells your story, it's worth a little pain. 
  • It's a challenge to place a bug on someone's body without them noticing. It helps if they always carry something you can reproduce- A phone, a watch or a pack of cigarettes. Then it's just a matter of planting it on them and hoping they keep ignoring the surgeon general until you get what you need. 
  • Building up an asset is a little like raising a kid- you can give him the tools to succeed, but when the first day of school rolls around, they're on their own.
  • Work in intelligence long enough, and you get good at predicting human behavior. But sometimes, people surprise you. And when they do, you can surprise yourself. 
  • Superglue's cheap, quiet and powerful. Lay it on thick and force-dry it with canned air and you can cut bonding time to less than a minute. 

Full Recap[]

Fiona dragged Michael Westen along on another one of her “muscle” jobs, retrieving some money from guy named Randall for a client, only to fail and get M in trouble with Paxson who was dogging him. Paxson set a 24-hour tail on M to make his “extracurricular activities more dangerous for you and your friends.”  So, he asked, “I either answer your questions or you get us killed?” Sam joined M and Fiona's evening date to tell them that he was being audited by the IRS and that Paxson was "too clean to blackmail." He said that they would need to come up with something else to get rid of her. So, to turn the tables, M followed Paxson to where she was on a stakeout on another case, of course bringing his police tail with him. It pissed her off and she told him that she was dealing with a murderer so he of all people should know better. He told her that they were "on the same side" and she said to “prove it.” So, M agreed saying: "maybe you do need some proof" and left. Later, as he ran through his mother, Madeline's, house to lose his tail, she told him to bring her back some eggs - and cigaretts. M had bought a new car for $300 telling Sam that it was statistically the most common car in Miami, which should make it more difficult to tail. They tailed Paxson to a funeral and Sam had information that a crook named Rick Matheson had filed a harassment complaint against Paxson the month previously because she had taken some swings at him and missed. Matheson was a “pro” crook at ripping off drug dealers, leaving bodies all across the state. Sam said that the funeral they were staking out was for a neighbor at one of Matheson's heists, who got caught in the crossfire. Matheson, Sam said, doesn’t even have to hide any more.

M decided that Paxson needed help with her case; so, she became Ms client whether she knew it or not. Sam thought his tax audit with “Stacey Connolly” would be a snap for him; but instead, it turned out to be with a “little man with a girly name" who seemed to have it out for Sam, in particular. All his government pension checks were being held pending the audit. M and Fiona staked out Matheson looking for someone they could use to help take him down. Someone like an aspiring middle manager.  They found one in Tommy, a sort of doofus, wannabe crook who had done time. Sam drew a prison “tat” on M – something which tells the story where he did time, why he did time and who he did it with – in order to support his cover ID of Milo, a fellow dog track better and small time thief needing “lessons” in order to "score big." Tommy invited them to dinner and then to do a burglary of a laundry - which M had to arrange in order to keep them from being caught. The next morning Paxson showed up anyway, warning that she was going to check fingerprints and basically was trying to shotgun any and every crime in Miami to MW.

To Tommy, M had to pretended to have money troubles in order to get Tommy to escalate a deal to involve Matheson. Matheson did eventually agree but only with intent that they were expendable and would be killed. Sam’s audit wasn’t going well either. Stacey was nearly at 25% disallowances, the figure which would extend his audit back another 3 years, when he picked up a baseball card and looked at it long enough that Sam finally recognized him as a boy whose mother he had once dated. Sam and Stacey’s mother, Josie Connolly, had dated a while but broke up and Sam wasn’t allowed to see Stacey anymore. It apparently had broken the kids heart. Stacey admitted that when he ran across Sam's return he had recognized the chance to “get even.” Back with Tommy, he said that he always carries a pack of cigarettes although he "only smoked one a day. It's called will power."  So, M bugged the pack with a transmitter which allowed him to hear Matheson planning a hit on a meth lab. Matheson told Tommy that he was going to drive the getaway van; but, the others were basically going to stay out front to “catch bullets” from the dealers with machine guns. Tommy then showed his real attitude by telling M that the job was off.  He was going to handle it on his own and they should leave town. M, surprised by Tommy’s change of heart, admitted to him that he was actually trying to take Matheson down and needed his help.

Fiona brought the stolen car from the laundry heist, which Paxson was looking for; and when Matheson had gone into the lab, M super-glued the door shut. Sam called the police and when the drug makers came out, Fiona set off explosives. None-the-less, they were still out front behind a dumpster in the middle of the bullets! When Matheson called Tommy for pickup, he parked the van against the exit door locking them inside to be caught red-handed. M called Matheson on his cell phone and asked "what made you think that you could piss off every drug dealer and cop in town and not get any payback." Later Paxson came to Carlito's to gloat that she had closed her biggest case but had found some C-4, which had been used in several explosions around town, and seemed to her like it had been planted on Matheson. M finally told her that she could: "either close those other cases OR keep coming after me and have your case against Matheson unravel." “So I get Matheson and you get a free pass?” she whined. M emphatically shot back, “If I got a free pass… it was anything but free!” He told her again: “We’re on the same side.” Resignedly she left saying “remember where the line is… I’ll be watching.”

Sam was eventually able to get Stacey to come to dinner and they patched up their relationship by Sam teaching him to drink - starting with a Fuzzy Navel. And, finally at her dinner date with M, Fiona continued her relentless manipulation to try and convince him to change his line of work; although, admittedly much more subdued that in the past. M told her that he was now free of the people who had burned him, free of the cops and that this was the moment he’d been waiting for – he needed to get back in because he had no idea who would be coming after him next. Fiona was obviously distressed but for once suffered in silence.





  • Eric Palladino as Rick Matheson
  • Nicholas Turturro as Tommy D'Antonio
  • P.J. Byrne as Stacey Conolly
  • Neil Butterfield as Randall


Tommy smoked "Morley" cigarettes. ~Morley is a fictional brand of cigarettes that has appeared in various television shows, films, and even video games that otherwise have no connection to each other. The iconic, fictional brand resembles the actual, original Marlboro brand of cigarettes. The name Morley is a play on the nickname for Marlboro cigarettes, "Marleys." http://en.wikipedia.org/wiki/Morley_(cigarette)

Continuity Errors[]

When Sam is sitting down for his first meeting with Stacey Conolly, he had ordered two drinks - one with a lemon on the side, the other one with a lime. Throughout their conversation the drinks switch sides.