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Burn Notice: The Fall of Sam Axe is a TV-movie prequel to Burn Notice. The film takes place in 2005, when Lieutenant Commander Sam Axe is sent to advise a local military platoon. It's there he discovers deep layers of deception and ultimately realizes he may be allied with the wrong side.

Shot on location in Bogota, Colombia, the two-hour movie was directed by Jeffrey Donovan and co-stars RonReaco Lee ("The Good Guys," "Madea Goes to Jail"), Kiele Sanchez ("Lost," "The Glades"), John Diehl ("Miami Vice," "Stargate") and Chandra West ("John From Cincinnati," "The Gates").


February 1, 2005: At the U.S. Embassy in Bogota, Colombia, Lt. Commander Sam Axe, USN, is called before a military tribunal to explain his recent actions. Sam asks if he is on trial, and the presiding officer, Admiral James G. Lawrence, says no, it is an informal inquiry. Sam asks, if that is the case, whether he can get a beer. This is met with stony silence by the Admiral and his aides. Admiral Lawrence asks Sam to explain his involvement with Operation Provide Support...

Act One[]

Sam's story begins, unexpectedly, in a house on the Oceana Naval Base in Virginia Beach, Virginia. Sam is enjoying the afternoon with his new girlfriend, Donna, but panics when Donna lets slip that she's married, and panics again when the man himself - Admiral Gregory Maitland - pulls his car into the driveway. Sam makes a hasty exit out the window, jumping across to another roof and sliding down to make an undignified landing on the ground.

[Admiral Lawrence interrupts, asking what this has to do with Sam's military actions. Sam promises he is getting to that.]

In a local bowling alley/bar, Sam meets his old friend, covert operative Michael Westen, who's just returned from a secret mission and expects to be in town for debriefing for a few days. Sam confesses his problem to Michael, and asks for advice on how to make sure it stays covered up. Michael says it won't; some secrets stay secret because people get exiled or shot when they leak out; this one won't because Donna will confess as soon as her husband looks at her the wrong way. Before that happens, Michael urges Sam to call Maitland immediately and admit to the affair, pleading that he didn't know who Donna was until it was too late. Sam rejects this advice, noting that Michael, who has dated only one woman in his life ("and she was a frickin' psycho"), is hardly a relationships expert.

Unfortunately for Sam, Michael turns out to be right. As a drunken Sam is staggering back to his quarters, two MPs drive up in a jeep and haul him into Maitland's office. Maitland, breathing fire, says Sam left his belt in Maitland's bedroom, and Donna has already confessed to everything. Sam, still swaying slightly, swears that he didn't know who Donna was, but Maitland refuses to believe that Sam, a SEAL trained in battlefield awareness, didn't notice Maitland's name on the mailbox! Sam starts to explain that his mind was "otherwise occupied" while he was on Maitland's property... and shuts up quickly.

What Maitland would like to do to Sam is against the law, so he has settled for assigning him a dangerous solo mission that will get him out of Maitland's sight for the foreseeable future. Maitland tells Sam he's flying out to Colombia that very night, tosses him a mission dossier, then bellows for Sam to get out of his office.

About ten hours later, a very hung-over Sam is stumbling around the belly of a U.S. Army cargo plane in a uniform of bright blue fatigues. When the pilot points out that "most of Colombia is green," Sam says the person who issued his fatigues didn't want him to blend in (meaning Maitland wanted to marginally improve the chances of Sam taking a bullet in the jungle). The pilot remarks that Sam's mission was originally assigned to a Green Beret named Donahue, who got drunk and set a tank on fire. "Guess you must have screwed up even worse, huh?" he chortles.

According to Sam's briefing, a regional governor, Perez, has requested U.S. military aid in tracking down and dealing with a dangerous terrorist group, known as the Espada Ardiente. Upon arriving, Sam is introduced to Commandante Veracruz, the leader of a local militia group assisting the minister.

Sam accompanies Veracruz and his men to a small free clinic high in the mountains, warning the staff and patients that the terrorists have targeted them. They refuse to leave, and Sam's presence fails to impress Dr. Ben Delaney or the senior aid worker, Amanda Maples.

Later that night, while Sam is scouting the area, he doubles back and overhears Veracruz and his men plotting to kill Sam, destroy the clinic and blame it on the terrorists.

[Admiral Lawrence interrupts again, saying Sam's story conflicts with their reports, which state that Sam was kidnapped by the dangerous terrorist group. Sam asks sardonically if they got those reports from someone other than Veracruz and his cronies.]

Sam creeps back into his tent, slices his palm with a combat knife and smears the blood over his fatigues jacket and an overturned lantern, then creeps out again, past the guard standing outside.

Sam rushes back to the clinic and tries again to warn them, but Delaney and Maples don't believe him, saying they have no way of transporting the patients to safety. Besides, Amanda adds, if Veracruz is looking to kill anybody, it will be Sam, who should make himself scarce.

In their camp, Veracruz finds Sam missing from his tent. The sentry who let him slip away begs forgiveness, but Veracruz says not to worry, he still has an important part to play. With that, he puts a bullet in the sentry's stomach and orders his body tossed into a ravine and photographed for the official report: that their camp was attacked at night by the Espada Ardiente, who killed the sentry and kidnapped Sam. When his second-in-command asks about the clinic, Veracruz decides that with Sam gone there is no point in waiting, and orders his men to move out.

As Sam is leaving the clinic, a local teenager, Beatriz, rushes over and tells him that Veracruz and his men are on their way. Sam runs back and tells Ben and Amanda he has a new plan: they have to evacuate the clinic immediately.

[Admiral Lawrence shows Sam photos of the clinic burning, and asks him to explain. After a tense pause, Sam admits that he did it.]

While Amanda and Beatriz load the patients into two trucks, Ben helps Sam to build an IED, using the clinic's defibrillator, and attached to the propane tank, to blow up the clinic and create a distraction to cover their escape. When Sam triggers the remote, nothing happens. Sam gets out of the truck to trigger the bomb manually, and Ben runs after him, continuing to press the remote. They are only a few feet from the propane tank when the bomb explodes, knocking them both to the ground.

As Veracruz and his men assemble outside the clinic, they are dumbfounded when it explodes without them firing a shot.

Ben protests that he followed Sam's instructions for making the bomb, and Sam says he didn't expect Ben to do it so well. "You got talent!"

Sam leads his small convoy away, grimly telling Ben that they are a long way from safety.

Act Two[]

[The next morning, Sam arrives for the next phase of the proceedings, asking why he was locked into his quarters the previous night. Admiral Lawrence says it is still just an informal inquiry, but the way things are going, if he were Sam, he wouldn't make any travel plans.]

As the convoy pauses on a mountain road, Sam tells Ben and Amanda that it will take Veracruz no more than an hour to pick up their trail, and asks where they can go. Beatriz suggests fleeing to the Espada Ardiente. Having no other option, Sam agrees. Upon their arrival, Sam discovers that the Espada Ardiente are nothing more than the population of a small village, engaged mostly in goat-herding.

After asking around, and "gathering intel," Amanda explains that one of the local drug cartels wants to use the farmers' land as a smuggling route, and paid Veracruz to force them out. The farmers fought back, and got lucky enough times to convince Veracruz that he was dealing with a small army instead of half a dozen goat farmers. She also tells Sam he has already acquired a nickname among the villagers: La Barbilla (Spanish for "The Chin").

The villagers are eager to fight back, but Sam tells them that they don't have the training, the weapons, or the numbers to even slow Veracruz and his men down. Returning to Ben and Amanda, Sam says their only hope is to call in backup, and the nearest person with a satellite phone is Veracruz. Ben and Amanda are incredulous, pointing out that Sam can't go back to the guy who's hunting them down. Sam reminds them that, as far as Veracruz knows, Sam has been kidnapped by the Espada Ardiente, and still needs the American military observer alive to help sell his story.

As Sam climbs into one of their trucks, Amanda leans through the window and warns Sam not to let them down. Sam, a little exasperated, reminds her of what he did to help them escape from the clinic, and asks what more he needs to do to convince her he's on their side. Amanda retorts that she's seen plenty of men in plenty of dangerous situations all over the world: when danger first rears its head, everyone steps forward, wanting to be a hero, but then reality sets in and most of them cut and run. She vows that if Sam does, she will hunt him down and "kick [his] teeth in." Solemnly, Sam promises not to let anyone down.

Sam sneaks back to Veracruz's camp, pretending to have escaped from the monstrous "terrorists." While Veracruz is preparing to lead his men in pursuit of the terrorists, Sam borrows his satellite phone and hurriedly calls Admiral Maitland back in Virginia. Maitland furiously demands to know how Sam has turned his "observe and report" mission into a private little war. Sam pleads, and Maitland agrees to call in reinforcements, but swears that if Sam is just cooking up a story to get himself recalled home... Sam cuts him off, promising Maitland a chance to "kick [his] ass at a time and place of your choosing", but swearing that the villagers and patients from the clinic need help.

Sam leads the militia on a wild goose chase through the mountains, but while he is pretending to scan the road for signs of a trail, Veracruz puts a gun to his head, informing him that his boss, the Governor (apparently also on the drug cartel's payroll) intercepted Sam's call to Maitland. Veracruz orders Sam to lead them in the right direction. Sam asks why he should, given that Veracruz will kill him as soon as he finds the village. Veracruz says, maybe not - the question is, does Sam want to die then and there, or hold off his execution for a few more hours, and maybe cook up a way to avoid it altogether? Sam pretends to study the map... then Veracruz and his men are forced to scatter as Sam's truck, blazing afire, plows out of the jungle and rams the militia's troop transport. Sam dives down a cliff, where Beatriz is waiting on a stolen motorcycle. Veracruz empties his pistol down the hill at Sam, and, after failing to hit him, throws one of his own men down the hill after them. But they are long gone, and Veracruz can only howl in frustration.

Act Three[]

Returning to the village, Sam confesses that they are on their own for the moment, and it won't be long before Veracruz finds them. He says their only option is to head for a secret CIA outpost about 50 miles away. Before leaving, Sam (with Beatriz translating) gives the villagers a tactical crash course.

[Admiral Lawrence again interrupts the story, asking Sam to repeat that he was training known terrorists in using U.S. military tactics. Sam retorts that the only secrets he disclosed were those of the Analee High School JV football team.]

Sam, Ben, Amanda, Beatriz, take the villagers and the clinic's patients to a CIA observation post to ask for help. Along the way, they are attacked by Veracruz and his men, but win through thanks to Sam's training.

When they arrive, they find it empty, save for two men and some radio equipment; apart from a couple of pistols, they have no weapons. When the men are told about the situation, they call for help, but tell Sam that he has to travel to the base first. Sam and the two men leave on a helicopter, promising Ben, Amanda, and the Espada Ardiente that they will return.

Once the helicopter is in the air, however, the two agents confess to Sam that nothing will be done, and the others will be left to fend for themselves. When Sam reminds them that he promised to help the people on the ground, they scoff and say they can't request military aid unless U.S. personnel are under direct attack.

For a moment, Sam closes his eyes and takes a deep breath, knowing he is about to cross the line and there will be no going back.

There comes a time in a soldier's life when he has to decide to follow the letter, or the spirit, of his orders.

Sam puts his gun to the head of one of the CIA men and forces him to turn around and land.

[Admiral Lawrence is outraged to hear Sam confess that he held two CIA officers at gunpoint on behalf of a suspected terrorist group. Sam retorts that he was just "helping" them to make the right decision. "You know what they say, sir: guns don't help people, people help people." Lawrence snaps that Sam is "in a world of hurt."]

Act Four[]

[Sam arrives for the third and last day of testimony.]

Sam forces the CIA men to to call the nearest military base and request assistance. Deciding that the man doesn't sound scared enough, Sam fires a round into the wall over his head. Alarmed, the person at the other end of the call asks if that's gunfire he hears. Sam fires more shots, and the two CIA men, now genuinely panicked, scream for help before Sam cuts off the call. Help is on the way, but Sam is aghast to hear that it won't be there for at least three hours; Veracruz and his men will be there well before then.

Sam tells the Espada Ardiente to load every last round they have into their guns. Noticing Beatriz loading up a rifle of her own, he tells her to stay at the outpost, reminding her that her dead father would want the same thing. Beatriz cheerfully refuses, saying she never listened to her father either, but appreciates the sentiment (though she leaves the rifle behind).

Doing some reconnaissance, Sam is disturbed to see Veracruz' boss, Gov. Perez, arriving with an additional truckload of troops. Meeting Veracruz, Perez asks furiously why he is there at all, since everything should have been taken care of a long time ago. Veracruz assures him they are close to finished, since everyone has been cornered at the outpost in the valley. Perez impatiently tells Veracruz to get the job done, promising that later they will discuss Veracruz' "incompetence." Veracruz turns away, seething in a way that bodes ill for Sam and his friends.

Now they are hopelessly outnumbered, but have no choice except to stick with their original plan: delaying the convoy long enough for help to arrive. Ben crafts another IED from the CIA agents' small stash of explosives, and he and Sam plant it in the roadway.

Returning to the outpost, Sam tells the CIA agents to call again and find out how far away their reinforcements are. The CIA agent gets a noncommittal answer, and Sam seizes the phone, demanding an ETA. The voice on the other end asks who is speaking, and Sam, noticing the cover of a sports magazine on the agents' desk, identifies himself as "Deputy Assistant Intelligence Director Chuck Finley" doing a random SIGINT check on the outpost before being caught in the middle of the crisis. Scared, the man on the other end says that the reinforcements are ten minutes away. Sam snaps, "this thing'll be over in five, get on it!" and hangs up. Off Amanda's wry look, he explains that he made a lot of money betting on Chuck Finley back in the day, and he thought it was a lucky name. Looking out the window, he sees Veracruz and his men pulling up outside, and grimly says they are about to find out.

Sam sends Ben and the patients to hunker down in a metal cargo container, and goes outside, alone, unarmed and riding on a burro, to bluff Veracruz. He tells Veracruz to surrender, warning him that Espada Ardiente are behind him, and they are the worst enemies a man could ever wish for. Veracruz laughs and orders his men to open fire on the outpost, and everyone ducks in terror.

For a few seconds, nothing happens... then attack helicopters rise up behind Sam, firing missiles on the shocked militiamen. Sam asks Veracruz if he's like to surrender now. In a rage, Veracruz pulls a knife and lunges at Sam. Veracruz is younger, stronger, and angrier... and no match whatsoever for a Navy SEAL in a stand-up fight, and Sam easily disarms him of the knife and decks him with a single punch.

Veracruz, Perez, and the militiamen are all arrested by the Colombian authorities, and the patients and villagers start cheering Sam's name.

Sam says his goodbyes to Amanda, Beatriz, Ben, and the others, and climbs aboard a helicopter to face the consequences of his actions.


Sam finishes, "...and here I am," asking Admiral Lawrence to tell him how the story ends. Admiral Lawrence says there's only one way it could end: Sam will be court-martialed. Sam leans forward and says he left one part of the story out, holding back in case Admiral Lawrence decided to do the honorable thing, but now...

After the firefight at the roadway, and Sam returns to the CIA outpost with news of Luis's death, Beatriz grabs a rifle and swears to fight back against Veracruz and his men. She tells Sam Luis's death is her fault, and Sam, taken aback, says Luis and the rest of the Espada Ardiente knew what they were getting into. In anguish, Beatriz says there is no Espada Ardiente - or, rather, if there is, she, not Luis, is its founder. After her father's murder, she had nowhere to go, so Luis took her in, but she was so full of anger and hate that when the militia attacked their village, she convinced him and the rest of the farmers to fight back. Everything that's happened since then is her fault, and the least she can do is to put herself in the line of fire along with everyone else. Sam, thinking hard, tells her there is a better way for her to honor Luis's memory and help her friends...

Sam informs Admiral Lawrence that Beatriz "borrowed" a camera from the CIA agents' equipment and photographed the whole confrontation at the outpost, including Gov. Perez (who has several prominent contacts in the U.S.) and his cronies being arrested by the Colombian national police. Beatriz has already contacted her father's old friends at Bogota's biggest newspaper, and today's newspaper already features a story about Luis, his heroic early service in the Colombian military and his death under suspicious circumstances. Lawrence glances uneasily at a copy of the paper on his desk and confirms this.

Before long, Sam says, the whole world will learn of the embarrassing fact that the U.S. was preparing to send military aid to help a drug cartel wipe out a free clinic and a village of goat-herders. Lawrence takes a deep breath and excuses the aides and stenographers from the room, so he can speak with Sam in private. He asks Sam if he really thinks the world will take the word of a teenage girl over that of the U.S. government. Sam points out that Beatriz has extensive photographic evidence to back up her word, and she also photographed the contents of the CIA outpost, which means that sharing this story with the world will likely "out" a whole host of CIA operatives working in South America under official cover. Lawrence says, "you wouldn't dare," but without conviction - knowing full well that if that happens, his career will be over as surely as Sam's.

For the first time since the interview began, Lawrence asks Sam what he wants. Sam lays out his demands, beginning with the rebuilding of the clinic and the release of the Espada Ardiente members, who will return to their goat-herding and never bother anyone again. Lawrence fumes, "that's blackmail!" Sam corrects him: "I believe this form of extortion is technically known as 'graymail,' sir. It's much nicer."

In exchange for his silence about the events in Colombia, Lawrence agrees to grant Sam:

  1. an honorable discharge from the Navy, with full pension rights;
  2. a first-class airline ticket to the city of his choice
  3. a change of clothes; and
  4. one ice-cold beer.

Sam, wearing a brand-new Tommy Bahama shirt, has his passport stamped at Miami International Airport and prepares to start a new life.


Bruce Campbell


Sam Axe

Kiele Sanchez



Jeffrey Donovan

Michael Westen

Chandra West



John Diehl


Rear Admiral Lawrence

RonReaco Lee


Ben Delaney

John Ales

CIA Officer Matt Bailey

Lenny Clarke


Pedro Pascal


Colonel Veracruz

Alex Fernandez


Admiral Gregory Maitland

Jason Chad Roth


Chief Warrant Officer Donovan

Lashawn Butler


ER Nurse

Don Festge


US Marshall

Brendan O'Malley


CIA Officer Gabriel Manaro

Ilza Rosario



Antonio Padin


Navy Seal

Alfonso Olave




  • Pedro Pascal (Veracruz) played Horatio to Jeffrey Donovan's Hamlet in a Boston theatre production; likewise, series creator and writer Matt Nix previously worked with RonReaco Lee (Ben) and Alex Fernandez (Admiral Maitland) on The Good Guys.
  • Analee High School, where Sam was on the JV football team, is Matt Nix's alma mater.
  • Chronologically, this is Sam's first use of the alias "Chuck Finley".
  • There are several inside references to Bruce Campbell's lead role in the cult film Army of Darkness:
    • Campbell's character, Ashe, replaces his missing hand with a mechanical prosthetic, that he pronounces, "groovy," and his favored weapons of choice are a chainsaw and a shotgun.
    • In the film, Sam stops a militia truck by heaving a running chainsaw through the windshield, distracting the driver long enough for the villagers to tip the truck with a rockslide, to which Sam says, "very groovy!"
    • In the climax, Sam holds up a rifle to the approaching helicopters to show that he is not a threat; his pose deliberately mimics a pose by Campbell in Army of Darkness, when Ashe holds up his shotgun to intimidate the inhabitants of a medieval castle.
  • CIA Officers Bailey and Manaro reappear in Episode 5.06, "Enemy of My Enemy", where they are captioned as (for obvious reasons) "NOT FANS OF SAM AXE".
  • Beatriz reappears in "Episode 5.16, "Depth Perception".