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The evil Diana (JANE BADLER), captured and set to stand trial for her crimes against the human race, is kidnapped by corrupt corporate magnate Nathan Bates (LANE SMITH), who wants to know the secrets of the Visitors' advanced technology, and half-alien, half-human "star-child" Elizabeth (JENNY BECK) begins a startling metamorphosis.

Immune to the effects of the red dust bacteria, Diana (JANE BADLER) activates her unstoppable Triax superweapon to reduce Bates (LANE SMITH) and the city of Los Angeles to rubble, while Donovan (MARC SINGER) organizes the Resistance to take over the mothership, and Elizabeth (JENNIFER COOKE) emerges from a terrifying metamorphosis into a full grown teenager.

Donovan (MARC SINGER) and Ham (MICHAEL IRONSIDE) are imprisoned in a Visitor work camp guarded by a hideous alien monster, Nathan Bates (LANE SMITH) mounts a desperate search to find the "star-child" to exchange for his son Kyle (JEFF YAGHER) who's in Diana's custody.

While the Resistance seeks to help Elizabeth (JENNIFER COOKE) escape from Los Angeles, Diana (JANE BADLER) captures Mike Donovan (MARC SINGER) in an elaborate scheme to learn Elizabeth's whereabouts.

Seeking to free his son Sean (NICK KATT) from the Visitors, Donovan (MARC SINGER) grapples with an insidious, powerful alien named Klaus (THOMAS CALLAWAY). Meanwhile, the relationship intensifies between Kyle (JEFF YAGHER) and "star-child" Elizabeth (JENNIFER COOKE), who is finally reunited with her mother Robin (BLAIR TEFKIN).

The Resistance, led by Donovan (MARC SINGER), Julie (FAYE GRANT), and Ham (MICHAEL IRONSIDE), stage a daring sabotage at a convention of Visitor commanders in a seaside estate where Diana (JANE BADLER) intends to show off the ultimate device in processing humans for food.

Led by Donovan (MARC SINGER), Ham (MICHAEL IRONSIDE) and Elias (MICHAEL WRIGHT), the Resistance runs into a doublecross when they seek to rid a mining community from alien-backed thugs. Meanwhile, Julie (FAYE GRANT) faces charges of treason from her boss, Nathan Bates (LANE SMITH).

With a blood sample from the "star-child," Diana (JANE BADLER) creates an uncontrollable and deadly clone which seeks out Elizabeth (JENNIFER COOKE), Bates (LANE SMITH) tests Julie's (FAYE GRANT) loyalty when he suspects she is sympathetic to the Resistance whose headquarters he is preparing to destroy, Ham (MICHAEL IRONSIDE) reveals a secret from his past.

Ham (MICHAEL IRONSIDE) and Kyle (JEFF YAGHER) are captured by Visitors, and Charles (DUNCAN REGEHR), the Leader's special envoy, assumes command of the alien forces. Equipped with an improved conversion technique, the cunning Charles brainwashes Ham to kill Donovan (MARC SINGER) during a prisoner exchange.

Aliens posing as Rebels stage a terrorist attack on Science Frontiers hoping to turn public opinion against the Resistance, Chaing (AKI ALEONG) and Charles (DUNCAN REGEHR) form an alliance and decree that one Resistance sympathizer a day will be executed until Rebel leaders surrender, swept up in the mass arrests, Robin (BLAIR TEFKIN) falls for a seemingly heroic compatriot.

When Willie (ROBERT ENGLUND) is critically injured, Donovan (MARC SINGER) and Ham (MICHAEL IRONSIDE) kidnap a Visitor doctor who's sympathetic to the Rebels and reveals that the Visitors are smuggling armaments into the city, Kyle (JEFF YAGHER) suspects that the computer image of Nathan Bates (LANE SMITH) is not really his father.

Feeling Diana's (JANE BADLER) presence threatens his power, Charles (DUNCAN REGEHR) forces her to marry him, after which Alien law requires she return home, Julie (FAYE GRANT) delivers a friend's baby during a battle, the scattered Rebels struggle for survival in the war-torn city.

Sent to investigate Charles' death, newly arrived Inspector General Philip (FRANK ASHMORE) allows Lydia (JUNE CHADWICK) to choose a trial by combat in a laser duel to the death with Diana (JANE BADLER), Donovan (MARC SINGER) helps a beautiful widow (DEBORAH WAKEHAM) organize the Resistance in her apathetic town.

Needing medicine to treat a deadly diphtheria epidemic, Julie (FAYE GRANT) and Kyle (JEFF YAGHER) recruit a youth gang, one of whom may be a Visitor spy, to help steal the serum, Diana (JANE BADLER) and Lydia (JUNE CHADWICK) conspire to frame a convenient scapegoat for Charles' murder.

Anxious to settle a personal vendetta, Philip (FRANK ASHMORE) trails a Fifth Columnist, hoping he will lead him to the Resistance and Donovan (MARC SINGER), Diana (JANE BADLER) plots to have Philip assassinated by Angela (LESLIE BEVIS), his bodyguard with a score of her own to settle.

When Philip (FRANK ASHMORE) and Diana (JANE BADLER) install a high tech computer capable of launching a final victory over Earth, the Resistance's only hope at retaliation is a teenaged computer whiz (JOSH RICHMAN), who refuses to aid the cause until Donovan (MARC SINGER) rescues the boy's father (CONRAD JANIS) from aboard the Visitors' mother ship.

Julie (FAYE GRANT) and Donovan (MARC SINGER) sneak aboard the Mother Ship to look for a hidden list naming all the Resistance leaders, Diana (JANE BADLER) schemes to have Lydia's brother (KEN OLANDT) slain during a ritual celebration, Julie discovers a former lover (JOHN CALVIN) seemingly helping the Visitors develop a virus deadly to humans.

The Leader stuns the Visitors by ordering a truce and traveling to Earth to negotiate peace, Diana (JANE BADLER) plots to disrupt the peace.