The aliens have gone, but Diana escaped. Diana is put on trial but she is apparently killed outside the courthouse. Mike Donavan is on the trail of the people that took Diana’s body. He is none too surprised to fine Ham Tyler involved with the disappearance.
Elizabeth isn’t feeling well. She appears to be going through some change. No one knows what can possibly be happening to her. She sneaks off on a horse to a cave and spins a cocoon.
Julie and Robert go into the snake cave where Elizabeth went and she pops out of her cocoon as a teenager. Her grandfather is shocked; even though this is the third time she jumped ahead in age. Blondie comes to keep Diana in line. Diana is back in charge, so she launches an all out attack. When her soldiers die, she immediately realizes that areas that freeze have active red-dust bacteria and areas that don’t freeze are safe. She also sends a team to get Elizabeth, but they have a photo of body #3, and don’t know what body #4 looks like. Willy points out that Elizabeth #4 has the mark of a Visitor opposition religion. Nathan Bates does a deal with Diana to give her back the mother ship in return for her leaving Los Angeles. Diana, of course, plans to double cross everyone but the resistance steals the mother ship and crashes it into a Visitor Super weapon.
Diana tries to influence Nathan Bates by implying she can do something bad to his son. When Ham and Mike get thrown into prison camp, they find Robin and Bates’s son, Kyle in there too. Teenage Elizabeth uses her magic powers to make some dogs attack and kill some lizard guards. The police & visitors raid Eilas’ club. Finally, Nathan Bates makes nice with Julie, but doesn’t recognize Elizabeth.
Kyle meets Robin out on a lonely road, and gives her a ride on his motorcycle. Diana captures Mike, with Sean’s help, and uses holograms worn around the neck to make him think she is Julie. They pretend that the war is over in order to get Mike to give up information about the Star Child. Kyle begins working with the resistance, but doesn’t tell them he’s hiding Robin. When they try to sneak Elizabeth out to New York, there is an ambush and she is rescued by Kyle.
Elizabeth sneaks out with Kyle, but she freaks out when she sees Robin. When Visitor Security arrives, she uses her magic powers to defend herself. Mike breaks Sean out of the place he is held, learning Visitor Kung Fu. His Visitor Fu teacher comes after him with instructions to kill Mike. Sean is still under the control of the evil Visitor drug that makes him hate his father. Robin finally returns home.
The resistance gets word of a high ranking Visitor and a machine that will improve “processing” speed. Kyle and his father’s falling out intensifies when Nathan sends people to hunt for his son. Mike and Julie meet up with two brothers, but eventually have to help them rescue their sister from being eaten. Kyle goes on a mission with Ham, but gets caught, in the end he has an unexpected rescuer.
A small mining town is being ruled by bikers who are in cahoots with Diana. A woman escapes to get our heroes to help the town, but can she be trusted?. Bates has Chaing steal a computer disk from Julie’s house, but she has it switched before Chaing can show Bates the proof.
Robin is in love with Kyle, but Kyle wants to go out with Elizabeth. Diana puts up a force field around Los Angeles that disintegrates anything that comes into contact with it. Of course she gives a code to Nathan Bates, which Julie steals. Meanwhile, Mike and Ham kidnap the Visitor scientist who made the force field. Jacob the scientist is a pacifist and uses a magic ring to destroy the force field and himself.
Diana makes an Elizabeth clone, who is a bit nuts and kills a few people. Eventually, the Elizabeth clone is killed. The real Elizabeth has to buy Robin a Christmas present, and Willy tries his hand at singing and playing the piano. Ham meets a little girl that reminds him of his own daughter who died in Vietnam.
Ham gets caught and Diana programs him to kill Mike. Kyle is also captured, which gives Diana leverage over Nathan Bates. Meanwhile, the Resistance capture Lydia. In a prisoner exchange, shooting starts due to Ham’s evil programming and Nathan Bates winds up being the only one who gets shot. Kyle shows unexpected concern when his father’s life is in danger.
Lydia sets up a fake “resistance” raid to get people mad at the real resistance. Chiang has a bunch of folks kidnapped, including Robin. He decides to turn one of the prisoners over to the Visitors every hour until Mike, Ham and Julie surrender. Diana decides to do a public display of her disintegrator ray gun on the person that gets turned over to them.
John, the guy who was almost killed in the last episode, turns out to be a snake working for Diana. Willie gets himself shot while out on a recon mission. Ham & Mike kidnap a Visitor medical student. When the captured lizard can’t fix Willie up, he dies. There is a brief period of sadness, until Elizabeth restores him to life, and health with her magic half-breed powers. The extremely soft side of the hard hearted ham tyler is seen with compassion and surprise. As ham waits with donovan for robin, elizabeth and julie to say their good byes...ham grabs robins bags and starts to leave. Julie hugs him tightly leaving tyler with a look of surprise as if someone actually cares that he's not expendable. he kisses julie and starts towards the door, when mike asks him if he's all set? After a brief, but tough sense of phrase for his former partner, ham tells donovan the he's not so bad for being an novice, but he is a sucker for a soft story and he's not going to be around to cover his back. Donovan lets ham know that it matters...his part of the war effort.
Diana goes over Charles’ head and orders a vicious attack on Los Angeles, putting it under Lizard control. An old friend of Julie’s shows up at Resistance just after the attack. He needs help because his wife is pregnant and can’t be moved. Julie helps them out, and they have to be rescued at the last minute before they are captured by Lt. James. Charles decides to marry Diana in order to make her go home. Lydia becomes quite jealous and puts cat poison in Diana’s drink, but Charles drinks it and dies. Diana puts Lydia under arrest for killing Charles.
Kyle and Mike are delivering guns to the Phoenix Resistance and run afoul of some Lizard loving cops. They are rescued by a rancher-woman who needs help to keep the Visitors from eating her horses. Kyle goes on to Phoenix while Mike stays behind to organize the local folk. Meanwhile, just as Diana is about to execute Lydia, Martin’s brother Phillip arrives to conduct an investigation. He informs them that Lydia is allowed a new trial, trial by combat that is! Before either of them kills the other, Phillip decides to look at the evidence, and makes the two ladies work together in the mean time.
A lot of people are getting sick. Kyle recruits some local teenagers to help steal medicine from a highly guarded Lizard Medical Depot. They get away successfully, but the medicine is fake. A girl falls in love with Willie, but he has to tell her that he’s really a Lizard. In the end she decides he’s an okay guy. Meanwhile, Diana gets herself and Lydia off the hook by framing the pharmacist that sold Lydia the cat poison. Phillip declares that the murderer must be buried with the murdered, so they stick the woman in the box with Charles’ body.
Willie doesn’t feel like he belongs with the resistance. He feels bad that he’s not human and doesn’t have Elizabeth’s magic alien powers. When a pregnant fifth column Lizard and her husband sneak off the ship, they want Willie to be their baby’s “wontu” (like a godfather). Phillip wants to crush Mike Donavan because he believes Mike killed his brother. He goes down to the planet to kill Mike, but Diana hooks him up with a Lizardwoman, named Angela, who wants to see Phillip killed.
Phillip warns the resistance of a new attack. The Visitors find someone has hacked into their computer system so they arrest a very smart guy named Dr. Atkins, but the real genius is his teenage son. They happen to be friends of Kyle, so he tries to get the kid to stop a Lizard attack, but the kid only wants to rescue his dad. Naturally, the kid is able to foil the attack while Phillip springs his father.
The snakes prepare for a big holiday, the “Feast of Ramalon”. Part of the celebration includes the sacrifice of the youngest officer on the ship. Diana makes sure Lydia’s little brother is transferred in just in time. Mike and Julie sneak aboard the mother ship again and run into Julie’s college squeeze, who is helping the Lizards develop an anti human virus. Phillip is nearly caught working with the humans, but manages to clear himself and save Lydia’s brother Nagel at the same time.
News of the imminent arrival of the Visitor’s “Leader” causes peace to break out all over. For fun, Phillip and Mike duel with nuclear powered swords, but Diana gets Lt. James to turn the swords on. Elizabeth develops “racial memory”, suddenly remembering the history of the Lizards. The Leader never shows his face, instead speaking directly to and through Elizabeth. At the end, he appears only as red light. Elizabeth returns to the Home Planet with him, and Kyle stows away.