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.
Planet Earth is visited by an alien race. Initially, they seem friendly and kind, but over time, their intentions become quite clear. Their peaceful facade quickly turns, also showing their true colors and their real intentions...