With the Taelons now gone, Hubble Urick (Frank Moore) and several top military officials gather at FBI headquarters to monitor the salvage of the abandoned Taelon Mothership. Suddenly, they receive word of a life form onboard the ship. It is Sandoval (Von Flores), now severely disfigured from radiation burns. Before their eyes, the Mothership suddenly bursts into flames, killing all onboard except Sandoval, who remains in control of the Taelon vessel.

Meanwhile, Renee Palmer (Jayne Heitmeyer) embarks on a desperate search for Liam, who was apparently killed when the volcano containing the Atavan regeneration chamber exploded. Commissioning a former Russian nuclear submarine, Renee and J Street (Melinda Deines) venture to the Southern Asian waters that surround the volcano. With the help of a crew that includes former companion protector Keeler (Alex Carter), they find the Atavan chamber imbedded in volcanic rock. After firing a torpedo to break through, they employ a docking ring to access the chamber.

Keeler and a small team enter the regeneration chamber and are ambushed by Atavus, previously extinct aliens that were resurrected when Liam joined the Taleon and Jaridian species together. Renee and Street watch the horrific attack via video monitors onboard the submarine, while Sandoval, having tapped into the submarine communications system, watches from the Mothership. With two crewmembers dead, having being clawed to death by the Atavus, Keeler and several survivors scramble back to the safety of the submarine.

Threatened by the rampaging Atavus and realizing Liam is indeed dead, Renee orders that the submarine break from the chamber and open fire. The submarine is unable to free itself from the docking ring, however, which has been magnetized by the alien pod. They are trapped and the aliens have begun to access the submarine, setting off a series of attacks and killing most of the crew.

Firing her weapon, Renee hits an Atavus in the chest. Out of its wound emerges the blue energy anatomy of Raj’el (Helen Taylor), guardian of the collective consciousness of the Taelons who once resided on the Mothership. Raj’el tells Renee that the joining of the Taelons and Jaridians has unleashed “the final conflict,” and that she has been chosen to save humanity from these vicious Atavus.

Their discussion is cut short when Renee is suddenly confronted by another Atavus. Fighting off her attacker, Renee returns to the submarine control room where she watches on a monitor as one of her remaining crewmembers gets mauled by an Atavus. The creature declares that Earth now belongs to the Atavus, not humans.

Renee is then confronted by Howlyn (Alan Van Sprang), the head male Atavus who tells her that his race was on Earth long before humans, but were forced underground by asteroids. Now unearthed, they must feed on the sentient life force of humans in order to continue to exist and reclaim Earth as their own. Renee struggles with Howlyn, and freeing herself, contacts Keeler and orders the submarine to be destroyed in order to kill the regenerated aliens. Keeler sets a timed explosive, while Street flees in an escape pod. The Atavus chamber separates from the submarine just as Keeler’s bomb explodes.

On the surface, Street finds Renee. The two watch in horror as a beam emanates from the descending Taelon Mothership and extracts the Atavus chamber. The chamber is transported to the Mothership, where Sandoval welcomes Howlyn and his deadly companions.


 
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