Liam Kincaid (Robert Leeshock) and Renee Palmer (Jayne Heitmeyer) visit the Taelon Mothership. The vessel, suffering from a loss of core energy due to the sabotage of Joshua Doors, begins to fall out of orbit. As it spirals toward Earth, Renee stumbles and is knocked unconscious. While Zo'or (Anita La Selva) is able to regain control of the ship, Liam rushes Renee to the sickbay. Bleeding internally, she is listed in critical condition.

As a medical team struggles to help Renee, Zo'or quarantines the ship, concluding that a saboteur may be onboard. He is not the only one who suspects foul play. Liam is summoned to a meeting of Companion protectors during which his loyalty is questioned by the senior protector, Lieutenant Roberts (John Furey). Liam defends himself both verbally and physically, knocking Roberts to the floor before leaving the meeting.

Liam returns to the sickbay, arriving just in time to see Renee being engulfed by a powerful, blob-like extension of the ship's organic wall tissue. Despite Liam's efforts, Renee is sucked through the wall. Liam quickly finds Da'an (Leni Parker) and asks for help. Da'an tells him that Renee must have been transported by a magnetic energy aberration caused by the ship's computer. He gives Liam a DNA tracing device to find Renee.

Deep within the ship, Renee finds herself the captive of Jack Malley (Jeff Wincott), a former Companion protector who is believed to have died in a shuttle bombing. He tells her he had been saved by the Mothership-or "Mother," as he calls her-and is now the ship's protector, enjoying a powerful "communion" with the vessel. Malley uses this connection to heal Renee's internal bleeding.

In his search for Renee, Liam stumbles across Malley. Although Malley tells Liam that Renee is healed, he refuses to give her up, explaining that he is now her protector as well. Malley disappears with Renee into the innermost chambers of the ship.

After viewing a security videotape of Liam and Malley, Ronald Sandoval (Von Flores) interrogates Liam, torturing him with electrical shock treatments to learn if he is the saboteur Zo'or is seeking. Able to see the interrogation through the wall of Malley's hideout, Renee begs Malley to use his connection to the ship to cut the power and save Liam from further harm. He complies.

Roberts confronts Sandoval about Liam's torture, and Sandoval releases him into Roberts' custody. Liam then breaks the news to Roberts that Malley is alive and holding Renee hostage. Malley, meanwhile, leads Renee into a chamber containing unborn Taelon embryos. He explains "Mother" will not permit the babies to be born until Zo'or's evil manipulation of the Taelon Synod has been stopped-and it is up to him to stop it.

Malley visits Zo'or, carrying one of the Taelon embryos in his arms. He tells him that "Mother" is relieving Zo'or of duty and that if he doesn't comply, the ship's malfunctions will continue, affecting everything including the unborn Taelons. Sandoval interrupts them and Zo'or orders him to fire on Malley. Malley is able to escape through a gravity well, but not before the embryo is hit by Sandoval's fire.

After finally locating Renee with his DNA scanner, Liam accompanies Renee to the area where the unborn Taelons are kept. There they meet Malley, distraught over the embryo that is now deteriorating in his arms. Angry at the death of the unborn Taelon, "Mother" fires a cluster of energy bullets, striking Malley down.


 
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