Original Air Date: November 2, 1984
Written By: Steven E. de Souza
Directed By: Paul Kransy
Produced By: Dean O'Brien and Garner Simmons

Guest Appearances: Jenny Beck as Young Elizabeth; Michael Durrell as Robert Maxwell.

It is two years since the Visitors first appeared. Diana rejoins the fleet which has regrouped behind the Moon and is awaiting orders. Lydia, the Security Fleet Officer appointed by the Leader, informs her that their homeworld has become a barren wasteland and the search for another planet must continue. They need Earth's food and water for survival. Diana orders an attack on Earth, confident that her very existence proves the Red Dust is no longer a danger.

Elizabeth, now a 17-year-old woman, is adjusting to her new appearance when Visitor troops land at the Maxwell ranch. They're looking for her, but they don't know she's an adult now. Julie and Robert fight them off, but just as they're about to be defeated the Visitors succumb to the Red Dust. The previous day, Robert had commented that the local weather forecast indicated freezing conditions during the night.

On her Mother Ship, Diana and Lydia monitor the progress of the attack on the Earth. In New York, Moscow, and Tokyo the Visitor troops are dying, but in Miami, Panama, and Rio de Janeiro they are finding victory. Diana realizes that the Red Dust bacteria is vulnerable in warm areas because it requires a dormant stage only possible in colder regions.

Visitor forces focus on Los Angeles and soon demolish all military resistance. Diana lands at Science Frontiers and orders Bates to turn over the stolen Mother Ship. But Bates has armed himself with a failsafe doomsday device that will release the Red Dust if he dies. What Diana does not know is that Bates cannot release the Red Dust without also condemning humanity — lab tests show that the bacteria causes mutation, sterility, and death in test animals. Bates agrees to turn over the Mother Ship to Diana, and Diana is forced to agree to his terms of turning Los Angeles into an open city, with Bates as head of the provisional government.

Diana has her own tricks up her sleeve, and orders the Leader's Tri-ax particle beam ship into service. As a test, she first has the Tri-ax destroy one of Jupiter's small moons, then orders it to burn Los Angeles to cinders. However, the Resistance, led by Donovan and Tyler, seize the captured Mother Ship and Robert Maxwell pilots it into a collision course with the Tri-ax. The two sides are again stalemated.

Meanwhile, Robin Maxwell heads back to L.A., but is stopped at a Visitor check point. Sensing danger, she abandons her car and sneaks away . . .

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