Jill calls Chuck and asks him on a date. She'd like his bodyguards to take the night off, and Chuck repeats everything for Casey's benefit. Then he really sells it by closing with, "I'm looking forward to it as well. Mmmwaah." Casey tweaks Chuck's ear and when Chuck asks why, Casey says, "Kissing noise. Have some self-respect, Bartowski. You're a man." I love that Casey knows Chuck's doing the right thing to convince Jill, but he can't help himself from getting angry that someone would make a kissing noise. Chuck leaves to go talk to Sarah.
She's in her Orange Orange uniform in the Orange Orange's Super Secret Lair (OOSSL) when Chuck walks in for advice on how to convince Jill he loves her. She tells him that Jill, being a spy, will test him to make sure she has him. Sarah decides the best way to show Chuck how to act with Jill is to demonstrate. He gets way too into it and almost kisses her, but she backs away and says, "Good. You're all set." Casey walks in and says that Jill's credit card just bought two tickets to some music event, that Casey hopes isn't opera again. Sarah tells Chuck to remember that Jill's capable of anything.
Chuck and Jill are at the carnival, and she asks if he likes her surprise. He tells her his tension is just his irrational fear of carnivals. She takes him to the top of the ferris wheel and it stops. She starts talking about what happens next: Chuck gets nervous, rambles on, and then she has to kiss him. She does, and Chuck either really learned from Sarah or can't help loving Jill. After the kiss, she says she's sorry, and when he asks why, we see she has a gun aimed at his stomach. Was all of that really necessary? Couldn't she have pointed a gun at him somewhere other than on top of the ferris wheel. Why did she have to ruin this sweet memory Chuck had?
After commercials, she explains she works for Fulcrum, and that they want her to kill him. He asks her not to, and she says she doesn't want to because she's not a killer. He talks her out of it, and she tells him there's a Fulcrum operative watching them, and he'll kill both of them if they see that she doesn't kill Chuck. Casey and Sarah realize that the music center Chuck GPS is a fake one, and they turn around and head toward the carnival. Jill and Chuck are trying to leave the carnival when "Leader" shows up. And, seriously, that guy's a bad guy? No one would ever suspect. He's bald, wearing a leather jacket, with a creepy moustache. He has all of the trademarks of a bad guy, so I'm shocked that's the agent. Actually, I am sort of surprised, because this show is usually a little more subtle in its choice of agents and villains. Leader looks ominously at them and cuts them off as they try to get away. He tells Jill to eliminate Chuck, but she won't do it, so Leader's going to until Jill points a gun at him. Chuck immediately takes off running, which is so much smarter than people usually are in TV and movies. Go Chuck! Leader knocks Jill out and says she's making a big mistake.