Writer:	Steven E. De Souza
Director:	Paul Kransy
Star:	Michael Wright (Elias Taylor),  Marc Singer (Mike Donovan),  Jennifer Cooke (Elizabeth Maxwell),  Jeff Yagher (Kyle Bates),  Faye Grant (Julie Parish),  Jane Badler (Diana),  Blair Tefkin (Robin Maxwell),  Michael Ironside (Ham Tyler),  Lane Smith (Nathan Bates),  Robert Englund (Willie),  June Chadwick (Lydia)
Guest Star:	Burt Marshall (Steve Roller),  Barry Jenner (Unknown),  Linden Chiles (Air Force General),  Jenny Beck (Young Elizabeth),  Michael Durrell (Robert Maxwell),  Don Maxwell (Unknown)

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Julie: All you had to do was release the red dust!
Nathan: It's not quite that simple. Take a look at this. These are laboratory animals that were exposed to heavy doses of the red dust - you can see the results: mutations, sterility, death...
Julie: That's impossible. I tested it on myself! Our data showed that the red dust was harmless to life on Earth.
Nathan: We were wrong. We're at the threshold right now.
Julie: So we can't use the red dust anymore without...
Nathan: Without destroying all life on earth. (edit) Elias: Willie, how'd you ever get into the Visitor army anyway?
Willie: Drafted! (edit) Mike: It's obvious that Bates is in bed with Diana.
Willie: Really? I did not know that.
Elias: It's a figure of speech, Willie.
Willie: With Diana, one never knows. (edit)

Goof: When Mike leads the resistance fighters to the mothership, he is seen wearing orange work gloves; once in the ship, his gloves are now a dirty tan when he attacks the security guard, yet go back to orange when they are in the mothership's control room. (edit)

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