Original Air Date: November 23, 1984
Written By: David Braff
Directed By: Gilbert Shilton
Produced By: Dean O'Brien

Guest Appearances: Jonathan Caliri as Barry Boddicker; Robert Ellenstein as General Maxwell Larson; Chad McQueen as Dean Boddicker. Special Appearance by Sybil Danning as Mary Kruger.

Freedom Network Update: Visitors cut through the Rio Grande Valley, killing thousands of Texans; Resistance fighters in Brownsville, Texas, raided a Visitor air field and destroy twenty-two Skyfighters; the Visitors establish processing centers in Dallas, El Paso, and San Antonio; the Medal of Valor is awarded posthumously to Miguel Ramirez who led a group barricaded inside the Alamo and destroyed the building rather than allowing it to fall into Visitor hands.

The Resistance learns of a Visitor summit in Playa Del Mar (a Visitor stronghold) that will be attended by all Regional Commanders of food processing. The purpose of the meeting is to introduce the Encapsulator, a new prototype which will triple the speed of processing. Julie Parrish and Mike Donovan head to Playa Del Mar while Ham Tyler and Kyle Bates make plans to obtain explosives.

Ham and Kyle raid one of Nathan Bates's munitions warehouses, but Kyle is captured in the process. He is questioned by his father, who knows Kyle is involved with Donovan, Tyler, and the Resistance. He demands that Kyle reveal everything he knows so Nathan can keep the peace by ending the Resistance. Mr. Chiang continues the interrogation, but Elizabeth shows up and creates a diversion with her powers that allows Kyle to escape.

In Playa Del Mar, Julie and Mike are looking for their contact, Sandy Boddicker. Instead they meet her brothers, Barry and Dean, who reveal that their sister has been taken by the Visitors and is presumed dead. The brothers don't quite trust Julie and Mike and are about to kill them as spies, but a timely Radio Free America broadcast dedication to "Romeo and Juliet" confirms the identities of the two L.A. Resistance members.

Julie, Mike, and the Boddicker brothers scope out the seaside compound where the Visitor commanders are meeting. Julie recognizes General Maxwell Larson (the "Butcher of Birmingham"), Mary Kruger (the "Dark Angel of Dallas"), and even Diana herself. She also notices that many of the attendees are human. The brothers think they may be collaborators, but Julie isn't so sure . . .

Inside the compound, Mary introduces the Encapsulator. She designed the prototype herself, and it is the only one in existence. Its superior design requires very little preparation of the subject and eliminates the need for body partitioning and freeze-drying. The process is "as simple as pressing a button." With the Encapsulator, the Visitors will be able to process humans at the rate of 100,000 per week.

Ham arrives in Playa Del Mar with the needed explosives, and the Resistance team of five boldly infiltrates the compound and plants explosives in strategic locations. While in the kitchen, Julie discovers a "food" storage room where drugged humans are being kept under refrigeration. As another prisoner is being brought in, Julie hides in one of the storage units and finds herself trapped!

Rodrigo, the chef, discovers Julie and drags her back into the kitchen while she struggles against his rather large form. Fortunately, Mike shows up just in time and knocks out Rodrigo. The captive humans are freed — and among them is Sandy! The Boddickers take the locals to freedom while Julie, Mike, and Ham make their way to a Skyfighter and lift off as the compound explodes. Diana, who was leading the chase of the L.A. trio, is outside when the building is destroyed and therefore escapes with her life.

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