- With the weight of humanity's survival on Tom and Lexi's shoulders, they must defeat Tom's mortal enemy and find a way to destroy the omnipotent Espheni Power Core. Meanwhile, a new, terrifying Espheni Bomb is dropped onto Chinatown, immobilizing the 2nd Mass and preparing them for Human Skitterizaton.—Anonymous
- Lexi and Tom are near the moon when they are pulled by an Espheni spaceship. Tom boards the ship and stumbles upon the harnessed Mira and the burnt Overlord that chokes Lexi and burns her face. But Tom stabs him with the poison syringe. Lexi steers the spaceship to the power core and asks Tom to return to the Beamer. Meanwhile Dingaan is in patrol and sees humans being harnessed. He returns to the 2nd Mass and reports to the other survivors. Then a Beamer drops a pod that releases fog and tentacles that traps humans like cement and transform them. The survivors seek out protection and Anne uses a flamethrower to destroy the fog.—Claudio Carvalho, Rio de Janeiro, Brazil
- As Tom and Lexi approach the moon, the rest of the 2nd Mass waits. Out in the woods, Dingaan sees a man in a pit being slowly attacked by a pod that's turning him into a skitter. There's a whole field of them full of people screaming.
In the camp, they start hearing the baying of dogs.
Weaver kills time showing Matt how to throw a knife. Matt mentions the poison that Hal gave Tom on the ship.
Hal and Maggie realize Anthony and Dingaan's recon teams are overdue. Just then, Dingaan stumbles back into camp alone. The rest of his patrol is all gone.
On the ship, autopilot latches on to the homing beacon. Tom goes to check on the bomb and finds that it was destroyed when they shut off life support. He suggests Lexi use her powers, but she says she can't without gravity.
Lexi explains the Espheni are mining the moon and converting it to wireless energy and beaming it to earth. Tom remembers the scorched overlord telling him that something was coming that they couldn't comprehend.
Just then the ship starts to shimmy and shake, they're being pulled into an Espheni ship. Once they dock, Tom draws his gun and boards the ship.
Dingaan reports seeing his men all on the ground with things pulsating on their chests as they transformed. Weaver interrupts the gloomy moment telling everyone to take up their posts.
A beamer flies overhead and Pope runs to attack. But the beamer drops a pod onto the ground that opens and releases a fog that traps a woman in place as tentacles come for her. Hal and Maggie run as it comes for them.
Maggie gets away but Hal and Ben get trapped, their feet stuck in the fog like it's cement.
Weaver takes Matt into a warehouse and they start barricading the windows to keep the fog out, but it seeps in through the vents.
The first woman screams helplessly as the tentacle attacks her and slowly changes her.
On the Espheni ship, Tom sees Mira has been harnessed and is talking for the scorched overlord. He attacks Lexi with his powers.
Back in the camp, Pope and Dingaan try to climb to safety, but fall into the fog and are trapped. Anne continues to climb out of its grasp.
In the warehouse, Weaver urges Matt to take out his knife and he stakes an approaching tentacle.
On the ship, the scorched overlord is choking Lexi through her necklace of tree circles.
Maggie leans down to grab Ben and is able to get him through their go-go gadget spikes.
On the ship, Mira takes a smoldering ember and approaches Lexi as Tom begs the overlord not to hurt her because of him.
In the fog, Dingaan blames Pope for running directly into the thing he warned him to stay away from, as is his habit. They hear the tentacles approaching but can't see them in the fog. Suddenly one grabs Dingaan.
Anne grabs a flare and discovers the flame repels the fog.
On the ship, Lexi tells the overlord that she delivered Tom just like she promised she would.
In the warehouse, Weaver keeps Matt's spirits up by getting him to chant "the fight isn't over til it's over."
Anne grabs a flame thrower and makes her way through the fog.
Maggie and Ben urge Hal to hang tight as they rig a way to swing toward him. Pope sees Dingaan dragged by back him, screaming at him to get the tentacle off him. Pope grabs the tentacle by him and bites through it, killing it.
The scorched overlord takes the ember and rakes it across Lexi's face, burning her like Tom burned him, even as she continues to insist that she's Espheni. But Tom comes up behind him and stabs him with the poison syringe.
With the overlord down, Tom snatches the necklace of Lexi's neck and gets back to the mission, asking Lexi if she can steer the ship on a collision course to the power core. She sends him back to the beamer to disengage it from the ship, promising to join him.
Back on earth, Cochise radios his father, finally reaching him.
Anne busts into the warehouse with the flame thrower, rescuing Weaver and Matt.
Hal and Maggie throw a cord around Hal and scoop him up out of the fog.
With Matt and Weaver freed, they're about to leave the warehouse when a tentacle comes out of nowhere and latches on to Weaver's chest. Anne tries to burn it, but her flame thrower is out of juice.
Weaver is able to save himself by slamming the tentacle's cord shut in the window.
In space, Lexi tells Tom the overlord destroyed the autopilot so she's going to fly the ship herself. He tries to convince her to come with him, but she shares a vision with him and tells him she's programmed the beamer to fly home and it has just enough life support. She hugs him good-bye.
The beamer disengages from the Espheni ship, which Lexi flies toward the power sources on the moon. Tom sees dozens of beamers approaching on the radar.
Out the fog, Pope thinks he's a goner when someone shoots a tentacle out of the fog. It's Sarah. She shoots the tentacle off Dingaan and takes out another coming for Pope.
In the warehouse, the tentacle is still stuck to Weaver's chest, but it's slowed down by being pinched in the window.
Ben, Hal and Maggie sit on top of a bus out of the reach of the tentacles -- at least until they start to climb up the sides of the bus.
As beamers converge on Tom's ship, suddenly Cochise's father appears and shoots them out of the sky.
Lexi steers her ship directly into the power core, causing a massive explosion on the moon, which also sends Tom's ship hurtling through space. He struggles but cannot stop its spinning.
In the light of day, in the warehouse, Anne wakes up and sees the fog is completely gone. Weaver is OK and the tentacle is a charred husk.
Everyone regroups out in the camp. They see the giant crater on the moon and wait for Tom's return.
Pope takes Sarah's hand.
Spinning peacefully in space, tom finds an old photo of his family in the book Anne gave him.
Cochise finds Anne and tells everyone they can't find Tom's ship. Anne rallies, telling everyone that Tom always finds his way home and they have to finish what Tom started and end the war. Anthony and his scout party return. Hal rallies everyone to go attack the sitting duck Espheni.
Tom wakes up in his old bedroom, with sounds from the war playing everywhere. A new alien stands in the doorway. "Oh my god, I had no idea," he says. "You're beautiful."
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