Where are you taking me?
There's a group of Skitters who have developed an ability
to resist their harnesses.
You mean act of their own free will?
I don't know how they did it,
but they've started a rebellion against the overlords.
How did you find out about this?
Their leader contacted me.
How?
Through my spikes, the same way we connected.
When I was harnessed, I saw and heard a lot of stuff.
I mean, I could tell them all kinds of things.
Battle plans, defences...
Maybe, but we do still have to find them.
How?
(RUSTLING)
Skitters.
-Close by. -Rebels?
Don't know yet.
(CHITTERING)
-Hold it, those aren't... -You're right, Ben.
They're not rebels.
(CREATURE GROWLS)
They're with us.
(FOOTSTEPS THUDDING)
KAREN: It's as you predicted.
He's been in contact with the rebel leader.
(FOOTSTEP THUDS)
(CREATURE SCREECHING)
You're wasting your time.
I'm not gonna say anything.
(SIGHS) Come on, Ben.
Don't be like this.
You remember how it felt,
being connected...
Completely...
Fully?
There's so much I want to show you...
Teach you.
We're going to do things together.
You can't even begin to imagine.
(SQUEALING)
(GUNSHOT)
(MACHINE-GUN FIRE)
(INDISTINCT SHOUTING)
Ben, get down!
(INDISTINCT SHOUTING)
MAN: Move, move, move!
TOM: Dai, Anthony, keep them busy!
(GUNFIRE CONTINUES)
TECTOR: Boon, come on!
Come on! Give it up!
(MACHINERY POWERS DOWN)
HAL: All the Mechs are standing down.
What the hell?
They don't want to risk it getting hit.
He's too important.
Then I guess you're coming with us.
Ouch.
(SIGHS)
Oh, I can barely move.
That's the idea.
It will remind you not to tear those stitches again.
They've been gone over an hour.
Ugh.
I should have gone with them.
Not with that wound.
Maggie, you need to take it easy.
Right.
(EXHALES DEEPLY)
Your bus is topped off and ready to roll for Charleston.
You didn't need to come up here to tell me that.
Yeah, well, if we're gonna be stuck
in different vehicles for 500 miles,
I want to grab all the Lourdes time I can.
(SIGHS)
He hasn't left the window since they went after Ben.
How long do we wait?
If Karen knew we're here, so do the aliens.
Only a matter of time before they lower the hammer.
And for all we know,
Tom's patrol could have been in an ambush...
MATT: They're coming back!
They're bringing Ben back,
and we're not leaving until they do.
Damn straight.
Jamil, what are you doing
when we still can't get the GTO working right?
-I'm on it, sir. -You better be,
because we're moving out as soon as Tom's back.
Captain Weaver, what are you doing out of bed?
My job.
You've got no business walking around
after what you've just been through.
Noted.
Now, is the med unit gonna be ready to move out?
Lourdes just sent the last stretcher down.
Good.
There's still a lot of medical supplies
down in the basement we could use.
No telling when we'll come across a cache like this again.
Take Lourdes, liberate what you can,
be back in 20 minutes.
All right.
They're gonna need security, that's you, Matt.
Start moving, soldier.
Yes, sir.
(ENGINES REV)
Captain, you're gonna want to see this.
What the hell are you doing out of bed?
The next person that asks me that
is gonna get knocked upside the head with this cane.
Noted.
I'm glad to see you got Ben. What about Karen?
She slipped away, but I brought you something else.
Hell of a catch, huh, Cap?
(INDISTINCT CONVERSATION)
Whoa.
I understood the objective was to recover your son,
and instead, you bring back a fish-head?
We had no choice, this may be our ticket out of here.
Tom, we need to get on the road to Charleston now.
That was the order!
I'm changing plans. We'll take him to Charleston.
They're gonna love him in Charleston.
But I think we got bigger problems.
(EXPLOSION)
Anthony, Dai, lock that big bastard down in the psych ward.
Tom and Tector, on me!
-Lyle, help the Captain. -I'm fine.
Let's move! Move!
(MACHINE-GUN FIRE)
Mechs must be hung over! They can't hit crap!
They don't want to risk hurting their overlord!
Draw your fire!
Conserve your ammo!
There must be some reason they're shooting.
All this noise is to keep our attention on them!
While they sneak in the back door?
I'll check it out.
WEAVER: Cover him! Cover Tom!
Crazy, Boon, Tector!
Just... Just leave it.
We need to get upstairs.
(THUDDING)
(SCREAMING)
(ELECTRICITY CRACKLING)
They backed off after the explosion.
Whatever you did back there...
Seems to have settled them down.
(SIGHS) I hope so.
Tom.
(GRUNTS)
I know what you're gonna say, Captain.
This is the kind of hard choice I was talking about.
I'm not offering Ben up as a sacrifice.
I'm not suggesting that for a moment.
But we cannot protect him anymore.
I got lots of parents with lots of children here,
and every single one of them is being put at risk
because of what Ben has brought down on us.
Hey, that's not fair.
It may not be fair, but it's true.
And if you had any objectivity,
you would know that it was true, Tom.
(SIGHS)
Tell me what to do.
Well, right now, we're surrounded by the enemy.
And we're just gonna... And no easy answers.
We're gonna have to wait and see what their next move is.
KAREN: Tom Mason!
Well, that didn't take long.
KAREN: Tom, are you there?
TOM: What do you want, Karen?
KAREN: Things have spun a little out of control here, Tom!
Let's all take a deep breath and talk this out!
Start talking!
KAREN: Your prisoner, my master...
Turn him loose and you're all free to leave!
And if we don't?
Things can only get worse, Tom,
and none of us wants that to happen.
Hal, I'm glad you're okay.
I was worried Ben hurt you.
Really, Karen? Worried?
Yes. Very worried.
You gonna make another speech
about how the aliens forced you to kidnap Ben
and how horrified you were by it all?
My master wanted to take a more aggressive approach.
As difficult as this may be for you to understand,
I am still trying to protect you.
You can't have Ben.
Yes. That's clear now.
Hand over my master, and your lives will be spared.
Pull your forces back.
Once we're clear of the hospital,
we'll release him.
How do I know you won't kill him
the moment he's out of our sight?
You'll have to trust us.
Trusting you is problematic.
You don't have a choice.
If you won't listen to me, talk to him.
You've spoken with him when you and I were aboard his ship.
(ELECTRICITY CRACKLING)
(COUGHING)
Dr Glass, are you okay?
(CIRCUIT BLOWS)
(COUGHING CONTINUES)
DR GLASS: Yeah, I think so. Are you okay?
Oh... Lourdes?
Lourdes, are you all right?
(COUGHING CONTINUES)
Yeah.
Let's... Let's get out of here.
There's a stairway. That way.
(COUGHING CONTINUES)
She said she was acting of her own free will.
Why the hell would she do that?
Why of it doesn't matter.
What matters is, she's got us boxed in tight.
We couldn't trust her to keep a deal even if we made one.
We need to figure out a way out of this.
Tector, we need to recon the alien positions.
Pick a team.
Yes, sir.
Boon, you up for a little sneak-and-peak?
Creeping and peeping? It's what I live for.
Attaboy.
You take Tyreen and work your way out there.
Find out if them cockroaches
have any weaknesses we can exploit.
If they've got them, I'll find them.
GTO's fixed, Captain.
Good work, Jamil.
Hal, as soon as we're done here,
I want you and Maggie to go check out that old access tunnel
we found in the east wing,
see if it comes out beyond the alien position.
If we go through that tunnel,
we'll have to leave our vehicles and most of our gear behind.
It beats dying in here.
Let's hope we can think of something better than that.
Captain, have you seen Anne and Matt?
They went to commandeer supplies
from the basement in the west wing.
I'd feel a lot more comfortable
if they were inside our perimeter.
I need you up here. Jamil can do that.
Come on. Let's move, people!
-I'm on my way. -Thanks, Jamil.
JAMIL: yep.
BEN: Hal. -Yeah?
I... I screwed up.
You never should have come after me.
What the hell you talking about? You're my brother.
I should have left weeks ago. I knew it.
Now everyone's in danger because of me.
Hey, it's not your responsibility.
That was Karen, all right? She played us both.
They tried to kill the leader of the rebellion.
They were bound to come after me sooner or later!
-I knew that! -Hey...
You should go check out that access tunnel.
Cut yourself some slack.
We're gonna get through this.
If we do, I'm gonna have to leave the 2nd Mass.
-No. -Dad...
We'll figure something out.
-Stop trying to hold on to me! -I'm not.
-Dad, I'm leaving, accept it! -You're coming to Charleston.
You're gonna tell them about the rebellion.
Yeah, 'cause that worked out so well with you.
You threw their leader in a cage.
-Weaver tried to shoot him! -We don't have time for this.
You think it would be that much better with strangers?
I understand this is important.
-You're 15 years old! -I'm doing this my way!
15-year-olds fought in the American Revolution.
-Why can't I? -Because you're my son!
That's exactly why I have to do this!
(BREATHING HEAVILY)
The other reason is down there.
What, the overlord?
When he was near me in the woods,
he was trying to worm his way through the spikes in my back
trying to get inside my head.
To find out what you know.
Did he get anything?
No.
But I don't know how much longer
I would have been able to hold him out.
Dad... He's scared.
This rebellion terrifies him.
Keep your distance, huh?
What's he been doing?
Sitting there like a waxwork.
ANTHONY: It feels like he's laughing at us.
JAMIL: Move back! (COUGHS)
-Move back! -LOURDES: Jamil?
JAMIL: Move! Move back!
LOURDES: Jamil?!
(JAMIL GRUNTING)
Oh, God, no.
Are you okay?
Jamil. Jamil, can you hear me?
Jamil.
Jamil, do you know where you are?
(GROANS)
All right, we're gonna have to move you
so I can take a better look at you, Jamil.
(GRUNTING)
(ELECTRICITY CRACKLES)
No!
MAGGIE: Here it is.
(SIGHS)
(GRUNTING)
Great.
You still thinking about Karen?
No.
Well, yeah.
I mean, when I look at her,
she seems like the same person I used to know.
She has the same eyes that just cut right through you.
When I look at them, I can't help but think...
I used to hold this person in my arms, kiss her.
Even thought I was in love with her.
(GRUNTS)
You still in love with her?
(SIGHS) No. Of course not.
(SIGHING) I don't know.
How can I be, right?
I just wish I could get my brain
to quit spinning thinking about her.
So, what happened to
'I'm not the right person for you, Hal'?
I changed my mind.
Just like that?
Yeah.
Just like that.
(HISSING)
(GRUNTS)
(ELECTRICITY CRACKLING)
There are more scratching noises coming from up there.
Just try to relax. We've got you.
I... Love you.
I love you, too. Te quiero mucho.
We'll get you out of here. Just hang on, okay?
This should help us get him upstairs.
No.
Go, go, go.
No, I'm not leaving you.
MATT: This is weird.
What?
These holes weren't here before.
Matt, don't!
Come here!
(GAGS)
(ALL GASPING)
He's full of them!
They used him as a Trojan horse!
Matt, go! We got to go!
No, we can't leave Jamil!
You can't help him! He's gone!
Come on!
(THUDDING)
Those things can eat through metal?
So can rats.
LOURDES: (SOBBING) there's nothing we can do.
They're gonna eat us from the inside out just like Jamil.
That's not true. We're getting out of here,
and I don't want to hear anything different!
I told you. Look!
We can't get through that.
First Skitters, harnesses, eyeball worms, now these.
What will the bastards hit us with next?
HAL: It's a tough mother.
Had to hit it about 15 times to kill it.
All right, we can't let these crawlies get past our defences.
Hal, Maggie, you get the construction boys
to seal every vent, all access to the basement.
Every drain...
Captain, Anne and Matt are still in the basement with Lourdes.
No, Jamil went to get them. They're back by now.
Captain, figured you might need some help
killing these dung beetles.
Did you see Anne and Lourdes upstairs?
-No. -Ben, you're with me.
Mind if I tag along, professor?
I'll follow your lead, you have my word.
We'll see what that's worth.
Let's go. Keep moving.
I got it, all right, you need any nine?
Never leave home without it.
(LASER GUNFIRE)
Mech fire... Best guess, about half a mile out.
You think the cockroaches spotted our recon patrol?
They're not shooting at stray cats.
No, they're not.
That's M-14. That's Boon's rifle.
(MACHINE-GUN FIRE)
-That's a 556. -Tyreen's M-4.
Doesn't sound like they're moving.
No. Damn it. They must be pinned down.
Come on, Boon.
If you don't move, you're dead.
Move, you son of a bitch!
Come on, come on.
If he can get out that way, those things can get in.
There could be hundreds in there.
It's our only chance.
(BREATHING HEAVILY) Okay, Matt.
Tell anybody you find
that we're trapped in the blood lab, okay?
In the blood lab. Got it.
Okay.
Take this.
You'll need it more than I will.
And don't worry.
I'll bring back help.
(BREATHING HEAVILY)
KAREN: Captain Weaver, are you there?!
Captain?
Can you hear me?
What do you want, Karen?
Lourdes, would you check these oxygen cylinders,
see if you can find one with something in it?
Why?
We need to think about what we're gonna do
if those things get in here.
-That's easy... Die. -Lourdes.
Pull it together, Lourdes. I need you.
We're gonna get out of this, but it's gonna take both of us.
Now find me an oxygen cylinder that still has pressure in it!
(TAPPING)
Let's give these critters something to think about.
(GUN COCKS)
-(MATT WHIMPERS) -Matt?!
They're after me! The crawlies are after me!
Where's Anne and Lourdes?
In the blood lab!
All right. Get him upstairs.
(GUN COCKS)
Captain, one of your fighters has a message for you!
Damn.
Boon, I told you
to keep your flapping lips shut on patrol.
(THUDDING)
No.
(SNIFFS)
(BREATHING HEAVILY)
CRAZY LEE: Damn it, Boon!
Run!
Come on, Boon! Move!
Come on, come on, come on, come on, come on.
CRAZY LEE: Damn it, Boon! Run!
(GRUNTS)
-No! -(GRUNTS)
Aah.
(GRUNTING)
(THUDDING)
(GUNSHOTS)
Save your fire, Tector.
(GUNSHOTS STOP)
Save your fire.
KAREN: Consider it a warning, Captain!
You're out of time!
How you doing?
Almost finished!
-Go! -We're out of time!
Ready?
Go!
(GUNFIRE)
Let's go!
Go!
Get out of here, Pope!
Don't look back! I'm right behind you!
Move! Move!
Come on! Come on! Move!
-Let's go! Let's go! -Move!
Okay. Seal that door.
It's only a matter of time
before they eat their way through, Cap.
What about Boon's patrol?
They didn't make it.
Where's Jamil?
He didn't make it, either.
He...
Lourdes, I'm sorry.
Where you going?
To pay a visit to our honoured guest.
Dad!
Hal, Tector, Maggie, back on the line.
-Open it. -Okay.
(GUN COCKS)
This siege ends right now, or you do!
(CHAINS RATTLING)
BEN: At last we have the chance to speak again.
I've been looking forward to it, Professor Mason.
Ben?
I'm afraid he can't hear you.
What do you want?!
Peace.
I didn't think your kind had a sense of humour.
How does genocide equal peace?
Tom, if we'd come here to commit genocide,
every one of you would be dead.
We have no interest in annihilating your people.
Think of it as a correction.
-A correction? -Yes.
Your planet, like so many we've been to,
is, to put it bluntly, spiralling out of control.
You fight to the death over dwindling resources
while your population continues to...
We don't need your help solving our problems, thank you.
Of course.
Once our task here has been completed,
we will move on from your...
What task? Why are you here?
That is none of your concern.
But disrupting our operations
and continuing to obstruct the inevitable
can only result in more pain and suffering.
Except we aren't alone anymore in resisting your occupation.
Are you referring to the so-called rebellion?
I am, and they scare the hell out of you, don't they?
We will defeat them.
Perhaps, but you haven't even managed to defeat us yet,
and we will continue to bleed you
every single day that you're here.
You don't have the strength,
the fanatical will to prevail against us.
You're weak, crippled by sentiment.
Case in point...
(GAGGING)
Stop it!
Please!
(EXHALES SHARPLY)
Sentiment.
Weakness.
You are in over your head, Tom Mason.
Now, release me before it's too late.
Okay. All right.
I understand now.
(GROWLS)
(GAGGING)
Anne's trying to patch up the hole you put in him,
but I don't have high hopes for our fish-head friend.
Karen was right.
The situation is out of control.
I'm sorry.
He was killing Ben.
If it had been your daughter...
I'd have been tempted to do the same thing,
but we cannot let our emotions get the better of us!
You're right.
(SIGHS) Easier said than done.
(CHUCKLES)
(SIGHS)
On the bright side,
things aren't going any better for the overlord
than they are for us.
Huh. Yeah.
You don't often see fish-heads in the field.
This one took a hell of a risk coming after Ben.
He was trying to get inside of his head,
find out what he knows about the one-eyed Skitter.
Oh, the one leading the so-called Skitter uprising.
-I'm convinced it's real. -Come on, Tom.
A bunch of cockroaches reading Das Kapital?
If the rebellion isn't real,
then nothing that's happened makes any sense.
Why go through all the trouble
to have Karen come here and steal my son?
Because they wanted Ben to lead them to us,
to find out where we were headed, to find out...
No, no, then why not kidnap you?
Truth is, we don't pose enough of a threat
to be worth all this effort.
But if the Skitters are gonna overthrow their masters...
Sure would put their whole war machine at risk.
A threat that big, I don't know.
Maybe, maybe it could be true.
But it still doesn't solve the problem we have right now,
which is that sooner or later,
Karen is gonna find out that her boss
is bleeding out in our psych ward
and we're not gonna have any cards left to play.
Maybe she should find out...
Sooner than later.
(INDISTINCT CONVERSATIONS)
I'll take you to your master.
I wish things had worked out differently.
I doubt it.
Took me a while to realize
the Karen I knew died a long time ago.
I suppose you're right.
That Karen's long gone.
If only you could experience the things my masters taught me.
Yeah? Like how to betray your friends?
How to shoot unarmed people in the back?
It's so much bigger than that.
How can I make you understand?
You see, every living thing,
every grain of sand on a beach,
every star in the sky is linked
by an intricate web of causality.
If you can comprehend that web in its entirety,
down to the movements
of the smallest subatomic particles,
then you can predict the course of events
and alter them.
Wow.
That's the most ridiculous load of crap I've ever heard.
I knew precisely where and when
to place the de-harnessed bodies of those kids
so that you and Maggie would find me.
I knew every word and gesture needed
to get the desired response of you and Ben,
up until the moment he ran away with me.
Yeah, well, you must have missed a subatomic particle or two,
'cause things haven't really gone according to plan
ever since, have they?
There are always unexpected variables
that require adjustments.
I made them, and now you're handing my master over to me.
Well, I guess you got it all figured out, don't you?
Move.
Ben, I'm glad you're okay.
I know this has been quite an ordeal for you,
but it had to happen.
I hope you can understand that...
Something's happened to him.
What have you done?
(SIGHS) I'm here with you.
TOM: Dr Glass did what she could to stop the bleeding.
I don't know much about his physiology,
but I don't think he's gonna last much longer.
(GROWLS)
(SHRIEKS)
Are you ready to listen?
Good! 'cause you can still save him.
-How? HAL: you see this?
It's plastic explosive.
There's more outside, enough to take out the entire floor.
It's connected to a detonator controlled by two of our guys.
One of them's Pope, and I believe you remember him.
And he'll have no problem blowing you and your master
straight to hell.
If he does, our air strike will kill you all.
And your overlord dies with us.
And so do you.
But we don't have to go down that road.
You let the 2nd Mass evacuate,
and once we're clear, you're free to leave.
And if you hurry,
you might even be able to save his life.
(INDISTINCT SHOUTING)
(WHIRRING)
-So far, so good. -Good to go.
I didn't get a chance to tell you
I'm proud of what you did in the basement.
He saved our lives, Matt.
Just doing my job.
(MUMBLING) A quarter tank.
I've been down this road before.
(INDISTINCT CONVERSATION)
Boon played his string right to the end, Tec.
Nothing we could do.
I had the shot.
Boon might still be alive if I'd have taken it.
Remember what you told me?
Never ask 'what if?' and never look back.
10 minutes, then we roll!
We're gonna keep rolling
come hell or high water all the way to Charleston!
500 miles!
Got just enough gas and supplies to get there.
This is the final push.
We're gonna high-ball it down that black ribbon of highway
'til we see the blue water of Charleston harbor!
Yeah, I heard they got fresh fish, even lobster.
Oh, man, I can taste it now, swimming in butter.
(SIGHS)
Warm cognac... (SNIFFS) In a tulip-shaped glass.
Oh, yeah. Count me in on that action.
Oh, yeah, they got day spas,
ice-cream parlours, theme parks,
strip clubs made out of gingerbread.
Charleston's gonna be a paradise on earth.
If you think it'll be a bust, why are you going?
That's 'cause he has nowhere else to go
and no one else will have him, right, John?
(GASPS)
I think you got it.
(SIGHS)
I've had enough creepy crawlies to last a lifetime.
Yeah, I hear you.
(SIGHING)
I don't even want to think about
how close I came to losing you today.
Hey.
It's all right.
You're safe.
(SNIFFLES)
Okay. (SNIFFLES)
(CHUCKLES)
I'm okay.
(SIGHS)
So, a flamethrower?
(CHUCKLES)
Where did you get that idea?
Uh, these kids I grew up with
used to build blowtorches out of hair-spray cans.
Perfect for incinerating model airplanes.
Must have been some neighbourhood.
You have no idea. (CHUCKLES)
I should check on my patients.
I'm gonna go see the boys.
I'll catch up to you later.
Yep.
(SIGHS)
Glad to see you back on your feet.
I was worried about you.
These people need help, no matter how I feel.
That's true.
But you can't help them if you don't take care of yourself.
And just how am I supposed to do that?
Have a good cry?
Come up with some platitudes
about how losing Jamil will make me a stronger person?
I don't know. Maybe talking about it?
Talking won't change a damn thing.
It doesn't matter if you have a good attitude or a bad one,
or if you're an honest person or immoral.
No matter what you do or who you are,
sooner or later, something terrible will happen to you...
Like it happened to Jamil,
to Uncle Scott, to your husband and son,
to my family.
And it'll happen to you and me.
All we have to do is wait.
(SIGHS)
HAL: Okay, so, what are you gonna do?
The next time I see one of those things,
I'm gonna, like, turn around and go 'ba-bam!' (CHUCKLES)
All right. Now you're a real Mason. (LAUGHS)
That's it?
Just gonna take off without saying goodbye?
Figured you'd try and stop me.
I want to.
With all my heart and soul, I want to,
but I don't know how to.
It's for the best. You have to believe that.
Never, I never will.
They'll come after me again...
And again.
You know that's true.
Dad...
There are more kids like me out there,
kids who had their harnesses removed
but still had their spikes,
serving with other resistance units.
Someone has to reach out to them,
convince them that the Skitter rebellion
is the best chance we have...
How can you be so damn sure?
When that overlord invaded my mind,
he couldn't keep his thoughts completely walled off, he...
Two-way street.
I saw...
Felt... What these aliens are all about.
We have to beat them.
We will.
(BREATHES DEEPLY) Wish me luck?
What?
I was just thinking about the first time
your mom and I dropped you off at preschool...
And how when you realized we were leaving you there,
you started bawling your head off.
I was a world-class screamer in my day.
(VOICE BREAKING) You kept screaming, 'Don't leave me...'
(SNIFFLES)
...as we headed for the door.
(SIGHS)
It was the longest walk of my life.
And as we drove away,
your mom pointed to the school window,
and there you were...
With your face pressed up against the glass...
Crying your eyes out.
And now...
(CROW CAWS)
It's gonna be okay.
We'll see each other again, I promise.
(SNIFFLES)
WEAVER: Let's move! Let's roll!
Onward to Charleston!
(ENGINES TURN OVER) !