Donovan becomes a fugitive when he tries to reveal to the world the truth about the visitors. The aliens kidnap his son. Donovan boards the mothership but fails to recover him. He is saved by one of the aliens, Martin and learns of the Visitor's plans to steal Earth's water and take Earth's people as slaves, soldiers, and food.
Donovan turns himself over to the aliens in order to save his son. Diana hears her colleagues are plotting against her. She tells her leader that only she can succeed because of a spy she has in the Resistance. Willie, a friendly alien, submits to tests so Julie can develop a biological weapon against the Visitors. The weapon, a red dust, is then used against the Visitors with much success.
Mike and Ham try to rescue Sean, but are captured and taken to a Visitor work camp. Diana threatens Bates and offers his son Kyle (Jeff Yagher) for Elizabeth. Turns out Kyle is also at the work camp, which is surrounded by a sand moat where predatory crivits live. Robin (Blair Tefkin) is also at the camp. They escape using a shorted-out wire and pieces of a garden hose, but Robin is separated from them. Diana has come to see Kyle, and he diverts her from the escape by seducing her. Once she sees what’s going on, he is able to escape. Meanwhile, Elias lets Elizabeth play the piano at the Club Creole, but a Visitor recognizes the Mark of Zon on her hand and pursues her. She uses her powers to protect herself.
Kyle Bates becomes involved in the Resistance when they are attempting to secretly move Elizabeth to safety in New York. Mike Donovan awakens to seemingly the ideal life with news that Earth has triumphed against the alien invaders. Alas, it's a holographic ruse by the Visitors aimed at gathering information about the Starchild.
Behind the Scenes Documentary on the making of the original miniseries.