
            Picking up several months after the events of the first miniseries: Earth has been subjugated by an alien species known as the Visitors, who have arrived on Earth in giant floating saucer-shaped ships that hover over major cities. Initially the Visitors state they have come in peace and need to utilize Earth's chemical manufacturing industry to create a compound to combat environmental problems on their own planet, which orbits the star Sirius. Shortly after their arrival, the Visitors impose martial law when a growing resistance movement exposes the aliens' hidden nature: they are in reality a reptilian species that wears human-looking skin. After beginning a totalitarian occupation of the Earth, they plan to steal all of the planet's water and kidnap every human being with then intention of using them for food. Many humans have willingly collaborated with the Visitors, some of them even turning in family members as traitors. Scientists and anyone whom are curious about the aliens' biological or genetic makeup have been captured and tortured, eliminated or simply persecuted. These scientists form a growing resistance movement to combat the alien occupiers and find any weaknesses. They are aided by a small group of Visitors who have formed a secretive "fifth column" among the fleet. They are led by a friendly Visitor named Martin. The Visitors' fleet is commanded by John, who holds a rank of admiral, and his second-in-command, Diana, who heads the Visitors' science division and has a reputation for ruthless action.On board one of the Visitors' motherships, a news cameraman, Mike Donovan, runs through the brightly-lit hallways with his son Sean. They are chased by Visitor shock troopers, who repeatedly fire at them with laser pulse-rifles. Sean quickly falls when hit by a blast and Mike is cut down moments later as he holds his son.Mike suddenly awakes from sleep, having dreamed the whole incident. His son was captured by the aliens months earlier and still hasn't been located.The Resistance, holed up in the Toluca light rail station in Los Angeles, plans to assault a nearby Visitor-occupied factory. They discover to their horror that the plant is being used to process humans before they are taken to the mothership for storage. The plant is overseen by the Visitors' head of security, Steven. The Resistance is quickly stopped and they retreat, losing several of their numbers.The Resistance members have set up an intricate spy system for themselves: Ruby Engels, a retired actor, poses as a cleaning woman at the Visitor "friendship center" in LA. Another woman, Maggie, has taken up with Daniel Bernstein, carrying on a sexual relationship with him. Daniel, a collaborator and member of the Visitor Youth program, lets it slip to Maggie that an important media event will be held at a local hospital and attended by the aliens' leader, John. The Resistance leader, Julie Parrish, and her top advisers plan to infiltrate the party and expose John on camera to the world. The announcement comes later that the Visitors plan to share an effective treatment to cure all forms of cancer. Security will be very tight and all guests must present specialized passes that will be issued at the last possible minute. Mike Donovan believes he can get one to use for forgery from his mother's house -- Donovan's mother, Eleanor, has become an unofficial ambassador of sorts to the Visitors. Elias and a former cop, Mark, both come up with the name of LA's best forgery expert, Pascal. They get the stolen card to Pascal who is able to make a few copies of it. On board the mothership, Martin and Barbara are able to reconfigure computers in the control room to keep the broadcast going.While they prepare their mission, Robert Maxwell's daughter, Robin, notices serious changes in her physiology. She had been impregnated by a Visitor lieutenant, Brian, as part of an interspecies experiment concocted by Diana. Robin notices that she has a green patch spreading on her neck. While helping Julie in her lab, she spots a Resistance sympathizer, Willie, lying on a table with his scaly back exposed. Robin panics, telling Julie and her father that her baby's father is Brian and that she wants the baby aborted. Julie sneaks Robin into a hospital where she and a friend, Fred King, examine her child in utero. They find that the child is contained in a fibrous sac unlike a human fetus and that cords have been threaded throughout Robin's womb and are tapping into her vital organs. When they attempt to abort the baby by cutting one of the fibers, Robin's vitals drop rapidly. Robin will die before they can terminate the pregnancy and they decide to wait it out.At the big hospital event the resistance members gain entry with the phony passes. Kristine Walsh, the Visitors' foremost media spokesperson, heads the broadcast. John announces that his people's cure for cancer will be given to the population of the Earth. While Julie rushes him, Elias, Robert Maxwell and a new member, Father Andrew, hold the guards present at bay. Julie announces to the cameras that the Visitors are vicious, conquering aliens who plan to destroy the Earth and enslave the human race. To prove her point further, she tears John's mask off, revealing part of his true face. The Visitors are able to respond quickly, sending the Resistance into retreat. On hand for the event, Diana charges Kristine Walsh with making an announcement that the broadcast was a hoax by the Resistance. Kristine suddenly shifts her rhetoric on camera and tries to tell the world that what they witnessed was real. Enraged, Diana executes her.Everyone else makes it out uninjured, however Fred King is killed while trying to rush the barriers outside in a stolen ambulance and Julie is captured by Diana and Steven. The Resistance victory is mostly Pyrrhic; Julie is captured and will be interrogated and the Visitors rebroadcast the event, this time with John making an uninterrupted announcement and the audience being coerced into applauding while shock troopers hold pulse rifles on them.On board the LA mothership, Julie is subjected to Diana's "conversion" process: a form of extreme sensory overload and hypnosis, to convince Julie that her greatest fears surround her and that Diana is the only being she can trust. Julie proves to be highly resistant to the process, despite Diana's efforts. Julie also possesses a congenital heart defect and rather than see her die and lose a potential spy, Diana stops the procedure. Diana plans to set Julie free to infiltrate the Resistance.On the ground outside the Resistance's hideout, a shady man watches the entrance, taking pictures. He's found by Sancho and Mark on patrol. The shady man's partner easily surprises and disarms Sancho and Mark, who are forced to take the two men to Mike Donovan. Mike recognizes the shady man, a mercenary named Ham Tyler. Tyler, very gruff and seemingly unfriendly, tells everyone that the Resistance is larger than they know and that he has a new type of ammunition; coated with Teflon, the bullets can easily penetrate the Visitors' armor and their skin. He also informs them that the Visitors now know where their hideout is, having got the location from Pascal. An attack begins outside and Ham and his compatriot, Chris, are able to plant explosives and kill several shock troops with their new ammo. They blow up the remainder of the hideout and retreat with Donovan.The new Resistance HQ is set up at an abandoned movie ranch. They plan to free Julie when Ruby Engels, while still working in disguise at the Visitors ground HQ, overhears that Julie is being brought back down from the mothership. Martin plans to aide them in freeing Julie. Ruby is able to disable lighting and security systems. Julie is freed and they retreat, however Daniel finds Ruby and recognizes her behind her disguise. He shoots her on the spot. The Resistance later holds a small memorial service for Ruby at the movie ranch hideout.Julie struggles with her conversion: she seems to prefer using her left hand instead of her right and she believes she'll be a danger to her comrades. Mike convinces her that she's still human. The Resistance formulates a new plan to destroy a large water intake plant near a lake that the Visitors are draining and storing aboard their massive ships. Mike and Julie, using stolen uniforms and a new device provided by Ham Tyler that reverberates a human's voice to sound like the aliens, case the plant and are able to find weaknesses in the structure. The plan will be very dangerous since security will be tighter than ever and the main tunnel they'll use to infiltrate is protected by a massive laser system that instantly disintegrates anything that comes in contact. The system will be shut down for a short period while power is routed to a new source. Tyler's partner Chris has been working on an experimental explosive that is stable only between 60 and 72 degrees Fahrenheit. The teams will have to work quickly to avoid detection and escape before the explosives overheat. Before they leave on the mission, Mike and Julie begin a romantic relationship and Maggie and her boyfriend, Mark, reconcile -- Mark had been very jealous of Maggie's tryst with Daniel Bernstein but he comes to understand her duty for the greater good.At the plant, the laser security system is shut down in the tunnel and the Resistance, led by Tyler, sneaks into the plant and places their explosive charges. Before long, they are spotted and begin to shoot their way out of the plant. The explosives reach the threshold of temperature stability but the Resistance members make it back to the tunnel. Mark is hit by a laser blast and stays behind to hold off the Visitor shock troops while the rest escape. He's killed and the beams activate, killing the shock troopers. The explosives go off and the plant is destroyed and the water still contained in the plant cascades out, drowning Visitor guards and flows back into the reservoir.Diana and John formulate a new plan to bring Donovan out of hiding. They find and free his son from his hibernation chamber and broadcast a message saying Sean had been found wandering alone. An exchange is set up at a tunnel; Mike turns himself over to Diana and Sean goes with the Resistance. On board the LA mothership, Mike is met by a Visitor Fifth Columnist, who tells him that Diana has developed a very powerful truth serum that Mike won't be able to resist. Knowing that Mike will not only reveal the location of the Resistance but also the Fifth Columnists in the Visitor ranks, he prepares to give Mike a suicide capsule but is shot when Diana bursts into the room. With Martin accompanying him, Mike is fastened to an interrogation chair and is given the drug. When asked who his Fifth Columnist contact is, Mike says it's Martin, who quickly draws his sidearm and kills Diana's guard. He misses the chance to kill Diana herself, who escapes. He takes Mike through the ventilation tunnels of the ship, to a vent that opens on the ground below. Near the vent are parachutes for evacuation. Mike is reluctant to jump but Martin forces him to. On the ground, Mike rejoins the Resistance and is finally reunited with his son.While Mike was gone, Robin had gone into labor. The delivery is tough on her and she bears a human baby. When the baby is presented to Robin, it hisses and flicks a reptilian tongue, making Robin scream in horror. Willie takes charge of the infant and Robin is quickly sedated. Suddenly, Julie says that Robin is going to deliver another baby but recoils in fear when the baby crawls out of Robin's womb on it's own: the child is reptilian in appearance, with blue human eyes.Julie has her suspicions about Sean, wondering if he'd been put through Diana's conversion process. Sean doesn't seem interested in activities he'd enjoyed before his capture, especially baseball. Julie shares her belief with Mike who refuses to believe that his son would act as a spy, but he slowly comes to realize the truth.In Julie's infirmary, Robin's human child, who she's named Elizabeth, is growing at a rapid rate. She is the size of a toddler after only a few weeks and molts her skin like a reptile. The Visitor baby, however, is gravely ill and kept in an isolation chamber. It dies soon after and Julia and Robert study it's blood to find the cause. The baby had a form of bacteria that Elizabeth and humans are immune to. Robert and Julia quickly begin to culture the bacteria into a red powder, believing it can be used as a weapon, however they'll need a test subject. Knowing from Maggie's surveillance of Daniel that he reports often to Brian, Caleb and Tyler break in on Daniel at his parent's house when he is celebrating his promotion. Brian is captured and Daniel is left for the authorities when Caleb calls and tells them that Daniel had set Brian up in the hopes of ascending to his position. Brian is brought back to Resistance HQ and kept in an isolation chamber. Robin visits him at night and introduces him to Elizabeth. He tries to persuade Robin to leave with him and bring Elizabeth but Robin, seeking revenge, opens his prison long enough to thrown in the toxin that Julie and her father had cultured. It quickly becomes gaseous and suffocates Brian. When Julie, Tyler and Mike arrive on the scene, they debate if it's poisonous to humans. Julie settles the debate by locking herself in the chamber and breathing deeply. The bacteria is not toxic to humans. Julie and Robert also begin the process of developing an inoculation for any Fifth Column members who will assist them. Martin meets with Mike Donovan and warns him of a doomsday weapon that Diana invented that will turn any mothership into a thermonuclear bomb that could destroy the Earth.A trait that soon becomes apparent in Elizabeth is a predatory nature. She incapacitates Robin's younger sister with venom that she spits from her mouth. Robert is repulsed by his granddaughter. Father Andrew, fearing for Elizabeth's safety, takes her to Diana. Diana is fascinated by the child, believing her to be more than just a bridge between the two species and she begins to teach her Visitor customs and history. Father Andrew also gives Diana a copy of the Holy Bible. After reading it, Diana cruelly kills the priest, telling him that the Bible showed her that she has vulnerabilities that can never be revealed.A new plan of attack is formulated. Knowing that Sean Donovan is acting as an unwitting spy, the Resistance leadership holds a meeting to work out the details of the attack: they plan to steal fighter jets from Edwards Air Base and use them to spray the red dust into the atmosphere. Sean overhears and reports back to his grandmother and Steven. The Resistance has an alternate plan to use hot air balloons. The plan is structured to introduce a small quantity of the red dust into the atmosphere for the bacteria to multiply and infest the Earth.On the morning of the final battle, Steven has his security forces waiting at Edwards. The LA Resistance begins a battle on two fronts: at the Visitors ground HQ where the red dust is launched by mortars and on the LA mothership, where a stolen tanker is used to pump the dust into the ventilation system while another team tries to reach the control room to stop Diana from using the doomsday weapon. Diana, realizing that the Resistance has beaten her demands that John assist her in activating the doomsday weapon. John resists and she shoots him to gain his key. She activates the weapon just as Donovan, Julie, Martin & Barbara enter the room. Diana is held at gunpoint by Julie while the others frantically try to shut off the bomb. Diana is able to draw on Julie's conversion and convince her of their friendship. Diana is able to slip away before Julie can shoot her. Martin and Mike are unable to deactivate the bomb and in desperation, Martin pilots the ship away from Earth, knowing that it will do little to stop Earth's destruction. Elizabeth steps up to the control panel and a strange energy surges from her body and disarms the bomb. The world celebrates the departure of their occupiers and Martin steers the ship back to Earth.
    

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