I don't get it. The Red Dust is supposed to be everywhere.
How did she stay alive?
She killed Martin and took one of his pills.
It should have worn off by now.
Not judging by the way she tried to kill us.
That reminds me. What brings you out here?
When I heard Diana had been killed, I went to the morgue and guess what?
It was a year-old lizard stiff. Somebody made a switch.
Somebody? Who?
Whoever had helped her escape.
We've got company.
Maybe they'll be able to raise the military on their radio.
Move it!
Who are those guys?
Dating somebody's wife, Gooder?
- Here they come. - Try this.
Run him off the road.
- I thought you could drive! - I thought you could shoot!
Could have fired some more ammo.
Help yourself.
Come on, get closer!
Nice shooting, Gooder.
But it doesn't answer the question: Why us?
Elizabeth!
Oh, my God.
It can't be.
She's still alive.
The transformation must have exhausted her.
Get her back to the house, I can examine her there.
- You're Fleet Security Officer? - Yes, at the Leader's request.
He'll be pleased you survived.
I've ordered all assault commanders to the bridge for briefing.
What is the status of the fleet?
We've regrouped behind the Earth's moon to await orders.
The Leader was extremely disturbed by our defeat.
Over the past year, our planet has become a barren wasteland.
Our search for another planet must continue. The Leader demands it.
We need this world for survival.
Which is precisely why I intend to take it by force of arms.
- But the Red Dust bacteria... - My survival is proof...
that the Red Dust is no longer a danger to us.
Commander on the bridge!
I cannot begin to describe the pleasure it gives me...
to stand before you once again.
For the past year, during my long confinement...
one thing consumed my mind.
The moment when I might return and lead you to final victory.
That moment is upon us.
I want a full-scale offensive. All pilots proceed to Deck B...
assault teams assemble on C.
The attack will begin at 0900.
Give no quarter.
Today, we conquer a world!
Diana, you mentioned a special assignment.
Captain Rowland has volunteered.
His squad of shock troops is the best in the fleet.
Excellent.
I want you to find this child and bring her to me.
Consider it done.
I can't get through to Robin. Must be a line down. Happens a lot here.
That's okay, she's stabilized. It must be her alien chemistry.
The only thing that concerns me is her temperature, it's so low.
I built a fire. The radio says it's dropping below freezing tonight.
- You wanna see her? - Yeah, sure.
Elizabeth.
It's just incredible.
Physiologically, she's jumped 10 years.
Why can't she speak?
I guess her body hasn't adjusted to its new configuration.
The same thing happened before.
That's right, that's your mommy's nightgown.
It fits you now.
Elizabeth, take my hand. Come on, come with me.
It's all right. It's you.
That's you and your mother, remember?
Mommy will be back in a couple of days.
Elizabeth! It's okay, don't worry. We're here to help you.
- Oh, my God, they're back. - Come on.
Here you go.
Let's go! Over there!
- Teflon coated. - Good.
Okay, you get underneath here. You stay there, understand?
Here they come.
Damn armor!
- What killed them? - The Red Dust.
But it took a lot longer than it should have.
Elizabeth! Come on.
Why didn't they shoot at us?
It's almost as if they wanted us alive.
I don't know.
- Look at this. - What is that?
We gotta get out of here.
New York, Moscow, and Tokyo. Our troops are dying?
- But how can that be? - You must call off the attack at once.
More casualties?
No, victory in Miami, Panama, and Rio de Janeiro.
Put up a map of our landing zones.
Overlay the Red Dust deployment areas.
Add weather patterns and correlate.
Of course.
The Red Dust is a bacteria, and a sensitive one...
apparently requiring a dormant stage to regenerate its life cycle.
In places that experience freezing...
it can regenerate and thrive.
But in warmer places like Los Angeles...
it withers and dies.
- Lieutenant! - Yes, Commander.
Have an attack team meet me in the docking bay. I'm going back.
But what if the humans introduce more Red Dust into the atmosphere?
Which is precisely what I intend to prevent...
by striking at the source.
Go! Look out!
What're you doing?
I have noticed that it has a calming effect on the humans.
Hey, good buddy...
the species can calm out just as good with the domestic, all right?
Hurry up, get in.
Julie, Robert, I thought the Visitors had got you.
They're everywhere.
I don't understand why the Red Dust isn't working.
I was wondering about that myself.
- Who's your friend? - Elizabeth?
Willie, how did you know?
Because she carries the mark of Zon.
Zon? What are you talking about?
Of Preta-na-ma...
Zon was an outlawed religion practiced by the Lords of Light.
They proposed...
No, they opposed the Leader...
until he had them killed.
It is said that one survived.
One who has the keys to the destruction of the Visitors.
His name is Amon.
You can tell him from the same mark.
I've seen weird stuff since those saucers, but this one takes the cake.
I've gotta get back to the lab. The whole city is in an uproar.
The Red Dust may be breaking down.
- Can they stay here? - Of course, they can stay.
Thanks, Elias. Julie, be careful.
Don't worry about me. Take care of Elizabeth. Bye, sweetheart.
There are fires burning throughout the city.
All of Los Angeles seems to be in flames.
Our defense perimeters are lost.
The streets are clogged.
There are people everywhere.
I can see a handful of boys still attempting to hold the Visitors off.
It's no use.
They're being killed without mercy. It's horrible.
I've never seen such brutality.
The Red Dust bacteria seems to be having no effect.
- Any ideas? - I don't know.
That place Elias opened, the Club something...
- It's on Fourth Street. - That's the one.
Turn us around. Let's sort this out.
The Visitors appeared suddenly in the skies over the world...
just as they did on that terrible day two years ago...
when they came as friends.
Then we weren't sure of their intentions. But there is no doubt this time.
The world is under siege.
The aliens have unleashed laser barrages...
which are rapidly turning cities into smoldering heaps of concrete...
and glass...
... turning communities into furnaces...
transforming streets into flowing rivers.
I've been expecting you.
As far as the rest of the world is concerned...
you're already dead.
I could kill you right now and no one would even know.
So you were listening when I said that to you.
I'm changing one line: I will kill you right now.
You see, my troops have seized every storage tank in this facility.
We caught her trying to leave the building.
Let her go.
You're hardly in a position to give orders.
That's a matter of opinion.
You see this little device?
It's a pulsometer.
Very popular item nowadays among the joggers.
This one's a little bit different.
If it's removed from my wrist...
or my pulse should stop suddenly, it will send out a signal.
A signal where?
To the explosives installed throughout this facility.
There'll be enough Red Dust released in the atmosphere...
to snuff out every twitching lizard in your command.
If those explosives are triggered, Diana...
you and your armies will die.
Gasping and twitching in agony...
while I and the rest of my race will yawn, clean up the mess, and move on.
- What do you want? - A bargain.
Something for something.
You remove your troops from Los Angeles.
I'll not infuse the Red Dust into the atmosphere.
Not enough.
- Now who's in no position to bargain? - I want the Mother Ship returned.
Done.
We'll make arrangements tomorrow. Noon.
Noon tomorrow is fine.
Until next time, Julie.
Are you all right?
How could you sell out like that?
I simply did what I had to do.
All you had to do is release the Red Dust.
It's not quite that simple.
Take a look at this.
These are laboratory animals exposed to heavy doses of the Red Dust.
You can see the result:
Mutation, sterility, death.
It's impossible.
I tested it on myself.
Our data showed that the Red Dust was harmless to life on Earth.
We were wrong.
We're at the threshold right now.
We can't use the dust anymore without...
Without destroying all life on Earth.
- So you were bluffing. - No.
I was playing to win.
You get enough to eat?
- Yeah, those guns are getting close. - No problem.
Club Creole specializes in two things.
Food and shelter.
Elias, this is terrific.
Near as I can figure, it was an old bordello back in Prohibition days.
I put that entrance in myself.
Guy who sold me the place doesn't even know it's here.
Nobody knows it's here except Willie and us.
The way the Visitors seem to want her, it's probably best to keep it that way.
Right, the original intergalactic hot potato.
Where's her mom?
I wish I knew, man.
Stay here.
Sorry, boys, we don't take private parties.
And I wanted to be in the restaurant business.
All right, come out slow and easy.
Elias, you gotta get a better class of customer.
Diana, have you lost your mind?
We are an expeditionary force with one goal: Conquest.
The Leader never authorized you...
If it will set your mind at ease, Lydia...
I have no intention of keeping my word to Nathan Bates.
Then why this charade of diplomacy?
To buy time.
One needs to set a trap before it can be sprung.
I don't understand.
By shortly after noon tomorrow, Nathan Bates...
his supply of Red Dust and his precious city...
will all be a pile of smoldering atoms.
I have requested that the Particle Beam Triax be deployed here at once.
The Triax? But that's supposed to remain in orbit...
to protect the main space lanes.
It can't be diverted without the Leader's approval.
Victory, dear Lydia, cuts through an awful lot of red tape.
Indeed, fear and terror have been our constant companions...
these past few days.
But as you can see...
- Hope that the end may be in sight. - Better Mr. Red Dust than dead.
I have formed a provisional government.
After tomorrow's treaty ceremony...
this government will administer the city of Los Angeles...
as an open city...
where neither Visitor nor human forces may bear arms...
but where both may coexist in peace.
Thank you.
Good night.
Julie was right. Bates never mentioned giving back the Mother Ship.
We've got to act fast. It's obvious Bates is in bed with Diana.
Really? I did not know that.
- It's a figure of speech, Willie. - With Diana, one never knows.
I say we kill him before he sells us out.
Killing Bates won't get us the Mother Ship.
That's the one thing we can't afford to lose.
You still don't understand, do you?
When you have a problem, you handle it.
You don't understand. We're a team, remember?
Your team, not mine.
- Where are you going? - Out.
Does anybody else think the Mother Ship's not worth stealing?
All right, look. Julie works for Bates.
Maybe you can get us aboard.
It's pretty heavily guarded. But even if we did get aboard...
there's no way we'd even get it off the ground.
- Bates shut the main reactor months ago. - You got a better idea?
Maybe. But let's get Ham back...
before he does something to really hurt the Resistance.
Forget Ham, the problem's Nathan Bates.
Or do you still enjoy a special relationship'?
If I did, do you think I would have told you about his deal with Diana?
Let's get down to business.
Triax remote guidance system engaged and online.
I assume you've spoken to the Leader.
The Triax can vaporize 100 square miles without nuclear fallout.
I am confident that the Leader will understand.
Once I've made an example of Los Angeles...
the rest of the planet will quickly follow.
Commander, Triax en route to our position. ETA 1200 hours.
Perfect. The same time as the treaty ceremony.
Put the test on the monitor.
I want to see what total victory looks like.
We'll destroy one of the moons of their planet they call Jupiter.
Engage Particle Beam.
I understand what you're trying to do.
You're trying to achieve a lasting peace.
But there are others who don't understand...
who will try to kill you before allowing you to sign this pact with Diana.
I'm touched by your concern.
I was hoping to persuade you to join me.
As a former leader of the Resistance, you might make the difference.
Maybe you didn't hear what I said. Someone may try to kill you.
You be there with me tomorrow, I'll double my security.
- You are incredibly stubborn. - Say yes.
Good. I knew you'd understand.
The treaty doesn't take effect until tomorrow.
It would be safer if you stayed here tonight.
It's really nice to know that somebody cares.
But I'm a big girl.
See you tomorrow.
Get me security.
Security is gonna be tight.
Timing's gonna be everything.
If Julie can get Bates to pull out some of his guards...
we might sneak into the master control room.
It's not a helicopter. How are we gonna get it off the ground?
There's an autopilot system.
If we can just start the engines, with Willie's help, I think I can fly it.
It's our only chance.
Suppose we grab it, where we gonna stash it, the Grand Canyon?
No, the ranch. The Red Dust will keep Visitors away for a while.
Good. But it still leaves us with the problem of the reactor.
We don't know the code Bates uses to shut it down.
We may need Elizabeth on this, just to start the engines.
No, I'm not gonna place her in that kind of jeopardy.
She helped us once before.
Elizabeth, do you realize what he's asking?
Do you understand how dangerous this is? You could be killed.
It looks like we've just gained another Resistance fighter.
That's good, because I think you've just lost one.
What do you mean? Bates bought it, didn't he?
He did agree to remove most of his guards.
Yes, he did.
Under one condition... that I go with him.
- Wait a minute, whose idea was that? - Come on, Mike, Nathan trusts me.
It's the only way. The rest is up to you.
If she keeps Bates occupied and the guards away...
- we can get to the Mother Ship. - Has to be a better way.
We don't have time to argue. The treaty ceremony is at noon tomorrow.
Be careful. Okay?
What do you have there?
I've a message for Diana from the commander of the Triax.
- What's his request? - That he be permitted...
to return it to its position or he'll contact the Leader.
Very well, I'll see that she gets it immediately.
You do look like a diplomat, but I still think this plan is insane.
I prefer daring, but cheer up, darling.
While I'm signing the treaty, you will be in command.
The Triax will be in orbit over Los Angeles for exactly three hours.
At that time, I will excuse myself from the treaty conference.
I have notified communications to await my signal...
before ordering the Particle Beam to reduce the city to rubble.
- I understand. - Good.
For the moment then, you have the command.
Command for the moment, Diana?
Perhaps for longer than that.
Rick, take your squad and cover us.
Julie was right. No guards at Sector Four.
Let's go.
I'd like to get started. I've had to transfer guards here...
from every Science Frontiers facility.
Have my shuttle ready for takeoff.
Nathan, here she comes.
Thirty minutes until Triax reaches Earth orbit.
These are the flight controls.
- Autopilot. - What's that?
Nothing. Something in my throat.
Elizabeth.
Go ahead.
Twenty minutes and closing.
She's done it! We've got power! I'm gonna start the launch sequence.
Get them ready. The guards will know when we're online.
Commander, we have a power reading from the captured ship.
Power reading from the captured ship? You're sure?
Main reactors, navigational compasses...
fusion drive, antigrav lifters.
Commander, she's preparing for liftoff.
It may be a trick. Arm all weapons banks.
Set a course that will put us above that ship.
Therefore, with this treaty...
we finally have peaceful coexistence...
within the 50 square mile area of Los Angeles.
I'm sure all of us, humans and Visitors alike...
will become examples to the world as we work towards a common goal.
That's control!
Someone's coming down the hall!
Get us out of here.
Grandfather!
I'm all right. Get back to the console.
Elizabeth, get back or we'll all die.
Five minutes to Triax orbit insertion.
Three minutes to captured ship.
It's okay.
Willie, give me another clip!
More ammo, quick!
- How did you ever get in the Visitor army? - I was drafted.
Great!
Activating main engines.
Let's get out of here!
Two minutes to Triax insertion. One minute...
Commander, the captured ship has lifted off.
Plot course to intercept. Arm ion torpedoes.
...productive and fruitful partnership... - They captured ship.
The Triax! We've got to get out of here.
Look!
- What is it? - It's big and ugly, whatever it is.
With enough power to wipe Southern California off the map.
Look at the energy read-out.
You will not stop that.
It's the Particle Beam Triax.
Nothing on Earth could possibly stand up to that.
- What about this ship? - Not enough firepower.
I'm not talking about firepower.
You're right.
Okay, I got you into this.
You take the others and get on a skyfighter.
No thanks, Donovan, there's no point in both of us dying.
I've got the short straw, and that's it.
No, Elizabeth. Look, I'm not choosing to die.
I'm choosing for you to live.
You, your mother, and millions of people that thing out there might kill.
But the hardest part is leaving you alone.
These people here will love you, and they'll take care of you.
But none will love you the same way I did.
Go, now. Donovan, get them out.
I will never forget you.
You are a great zero.
Hero, Willie.
Thirty seconds to Triax orbit insertion.
Twenty seconds to ship interception.
Lock torpedoes on the other ship. Blow it out of the sky.
Impossible, Commander.
I gave a direct order!
The Triax is in our line of fire, Lydia. We can't do a thing.
He's gone. He must have got out through the air ducts.
I double my security force...
who do I have to thank for saving my life?
You.
You're an intriguing woman, Dr. Parrish.
If you say so, Mr. Bates.
Grandpa, no!
Preta-na-ma, Grandpa.
A battle code transmission, Lydia?
The Leader must be told of your insubordination and incompetence.
- What about your incompetence? - My incompetence?
I trusted you with command for a few hours...
and look what happened.
You were unable to prevent an inexperienced mob of humans...
from destroying both the ship of a line...
and the Particle Beam Triax.
Perhaps no message should be sent.
Why, darling, what a charming idea.
I don't believe it. They're doing it.
The Visitors are actually pulling troops out of the city.
Preta-na-ma, Grandfather.
Our friend's essence will mingle with the Lords of Light.
That was beautiful, Elizabeth.
Robert would be very proud.
Don't you worry. We'll find your mother, I promise you that.
Okay, out of the car! Come on.
- What did I do? Come on! - Spread them!
- Get out of there! - Come on, you can't do this. It's wrong!
English