August 2, 1984

Teleplay by BRIAN TAGGERT and DIANE FROLOV from a story by LILLIAN WEEZER & DIANE FROLOV & PEGGY GOLDMAN & FAUSTUS BUCK

Music by BARRY De VORZAN, JOSEPH CONLAN and DENNIS McCARTHY

The Resistance is joined by two mercenaries, Ham Tyler and Chris Farber, who reveal the existence of an international resistance force that has access to armour-piercing ammunition and other effective weapons. The Visitors attack the base but the rebels escape to an old western movie studio. Meanwhile, Julie's conversion continues, inflicting her with horrifying hallucinations. However, Julie's strength leads to increased intensity of the process but causes her to suffer a heart attack. The conversion continues and Julie collapses, seemingly converted. Mike bursts in to shoot Diana but is seemingly killed by Jake. This snaps Julie out of her brainwashing. In fact, "Mike" was a Fifth Column agent in disguise.

Martin suggests prisoners should be moved from the mothership to the Visitor HQ on the ground for protection. The rebels see this as an opportunity to rescue Julie. Julie reveals there is a plan to steal all the water from southern California. Exhausted by the conversion process, Julie seeks comfort in Mike's arms.

After the successful attack the water facility, Diana and Stephen appear on TV with Mike's son as an invitation to Mike to give himself up in exchange, which he does. Diana gives him a truth serum and Mike is forced to compromise Martin, who is present. Martin tries to shoot her but she escapes knowing his secret.

The rebels relocate to an old city jail where Willie gains their trust and helps Robin when she goes into labour. through caesarean section, Robin give birth to twins: one a girl with a forked tongue, and a reptilian boy with human-like eyes.