Alien commander Diana escapes the Resistance and reunites with her fleet. The Starchild Elizabeth undergoes a strange metamorphosis.

Diana talks peace while readying the fearsome Triax super-weapon that could reduce Los Angeles to rubble. Meanwhile, Resistance fighters activate a new weapon of their own - a captured Visitor mothership.

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.

Donovan secretly enters the Visitor Youth Corps in an attempt to rescue his son Sean, who has become their top pupil. Standing in the way of his rescue is a fearsome alien...the and boy's conflicted allegiance. Meanwhile, the Starchild reunites with her mother.

The Resistance plots to attack a meeting of Visitor leaders whose conference is about the processing of Earth's inhabitants for food.

A citizen rallies the Resistance to aid a group of people forced to mine cobalt while harboring a secret agenda. Julie faces allegations of treason.

A Visitor scientist develops an force field that is deployed around Los Angeles. The Resistance attempts to destroy it.

Diana attempts to clone the elusive Starchild - but the new creation escapes and goes on a quest to find her true life force (Elizabeth). The Visitors best tracker is in pursuit.

Diana captures Ham Tyler, but a new superior arrives and his first order of business: a mind-control gambit aimed at turning Ham into a secret assassin.

The Visitors take the publishers of a Resistance sympathetic newspaper hostage. They threaten tohug one each day until Donovan and the others surrender. Robin falls for a heroic stranger who isn't all that he seems.

The Resistance kidnaps a Visitor doctor to tend to friendly alien Willie - but can the doctor be trusted? Robin discovers her new lover is an alien sent to impregnate her and create a second Starchild.

The alien commander decides that marrying Diana is the best way to solidify his power...but it's a love match that has him fatally outmatched.

Lydia is tried for cuddleing Charles while the Resistance must root out collaborators in a small Arizona Town.

The Resistance must steal a drug from the Visitors in order to combat a dangerous plague.

Philip heads to Earth in pursuit of a Fifth Columnist and his pregnant wife, who have stolen the Mothership's laser power source. Philip also determines tohug Mike Donovan, whom he believes is responsible for the torture and passing of his brother Martin.

When a computer hacker taps into the Visitor communications network, he becomes the object of an intense hunt. The boy won't help the Resistance unless they free his father from the Mothership. While the Resistance wants his secrets, the Visitors want him dead.

Donovan and Julie must sneak aboard the mothership to retrieve a list of the Resistance members. Once aboard, Julie meets a former lover, who may be a Visitor collaborator, and Diana is using a ritual feast to exact revenge.

The leader declares a ceasefire and travels to Earth to halt the war. He takes Elizabeth on his ship, but Diana has hidden a bomb on board in a plot to become the new leader.