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.