- Mike Donovan: How'd someone like that get to be your leader anyway?
- Martin: Charisma. Circumstances, promises... Not enough of us spoke out to question him until it was too late. It happens on your planet, doesn't it?
- Ruby Engels: Abraham, don't get so wound up. Nothing's going to happen. Not to you or your family. They're not doctors or biologists or even scientists. You're not involved. Anyway, it's going to pass.
- Abraham Bernstein: That's what I said in 1938... back in Berlin.
- Ruby Engels: But this is different.
- Abraham Bernstein: [glances at his grandson wearing a Visitor Friends uniform] Is it?
- [Abraham is hiding the Maxwell family in the pool house]
- Stanley Bernstein: I really don't believe you brought them here.
- Abraham Bernstein: They have nowhere to go. Their house is being watched now.
- Stanley Bernstein: And so is ours! By Daniel! Tell them that we're sorry...
- Abraham Bernstein: Stanley, you don't understand. They have to stay. They need a place to hide!
- Stanley Bernstein: And why is that?
- Abraham Bernstein: Because the father is a scientist.
- Stanley Bernstein: And therefore suspect! And a fugitive, I take it, which would make them doubly dangerous.
- Abraham Bernstein: They have to stay.
- Stanley Bernstein: And I'm telling you to get them out, before I...
- Abraham Bernstein: I won't.
- Stanley Bernstein: Then I will!
- Abraham Bernstein: [shouts] No, you won't! We had to put you in a suitcase. In a suitcase! You were eight months old. That's how we smuggled you out.
- Stanley Bernstein: I know the story!
- Abraham Bernstein: No, you don't! You don't. Your mother, auv shalom... your mother didn't have a heart attack in the boxcar. She made it with me, to the camp. I can still see her, standing naked in the freezing cold. Her beautiful black hair was gone. They'd shaved her head. I can still see her waving to me, as they marched her off with the others to the showers - the showers with no water. Perhaps, if somebody had given us a place to hide... don't you see, Stanley? They have to stay. Or else, we haven't learned a thing!
- [a group of children is defacing a Visitor propaganda poster with red spray paint]
- Abraham Bernstein: No! If you're going to do it, do it right. I'll show you.
- [he guides the hand of a child to spray a letter "V" over the poster]
- Abraham Bernstein: You understand? For Victory! Go tell your friends!
- Michael Donovan: You always said it couldn't happen here... Then one day we woke up and we were living in a Fascist state.
- Eleanor Dupres: I know the Visitors aren't saints. But they're in power! They are power... You and I are in unique positions, don't you see that? Why not take advantage of...
- Mike Donovan: Because I can't survive at the expense of other people, it's not right! You know, when I was a kid, there was a woman who taught me what was right and what was wrong... I wonder whatever became of her.
- Harmony Moore: Don't let it spaz you. Let me help you.
- Willie: Help, yes!
- [pulling out the map]
- Willie: Help to go
- [pointing to a spot on the map]
- Willie: to this place.
- Harmony Moore: You don't know where to go?
- Willie: I'm just.
- Harmony Moore: You mean "lost."
- Willie: [he gets it] Lost! Yes...
- [sheepishly]
- Willie: English not good to me...
- Lynn Bernstein: [reading Abraham's farewell letter written before his capture by The Visitors] "My dear family: It's painful knowing that I'll not see your faces anymore. But I must take this stand for what I know is right. You may think that an old man wouldn't be afraid to die, but this old man is very frightened. I'm hoping that I'll find a little of your mother's dignity and strength. So far, I'm as frightened as a child who fears the dark. But we must fight the darkness that is threatening to engulf us. Each of us must be a ray of hope and do our part and join with the others till we've become a blinding light, triumphant over darkness. Until that task is accomplished, life will have no meaning. More than anything, you must remember which side you're on and fight for it. You mother and I will march beside you, holding hands again. We'll sing your song of victory. You'll feel us in your hearts. Our spirit..."
- Stanley Bernstein: "Our spirits will be with you always. And our love." We have to help, or else we won't have learned a thing.
- Martin: The Leader needs them living. Some of them will be made into troops for battles with his enemy.
- Mike Donovan: What enemy?
- Martin: A force that has defeated him before.
- Mike Donovan: His enemy. That makes them our friends, right?
- Martin: I don't know...
- Mike Donovan: Well, there's something to go on. You said some of them will be his troops. Not all.
- Martin: No.
- Mike Donovan: What about the others?
- Martin: In addition to the water... there is another basic shortage on our planet.
- Mike Donovan: Food.
- Mike Donovan: That damn dragon lady can bend people's minds around, what the hell does she need a blowtorch for!
- Martin: Conversion is a very difficult and time consuming operation. When Diana simply needs some information, she'll do whatever's most effective and efficient... And she *likes* to do it.
- Barbara: Martin couldn't make it, so you'll have to wear my uniform.
- Mike Donovan: Oh, lots of luck. I'll never be able to...
- Barbara: It'll stretch enough to fit.
- Mike Donovan: [Sees Barbara without her uniform] You sure don't look like an iguana.
- Barbara: [Looking puzzled]
- Mike Donovan: Sorry, bad taste.
- Martin: You know Diana, rather than putting Mr. Donovan away, he might prove very useful to us as a convert.
- Diana: My instincts tell me he'd be too difficult as a subject. That's why I decided not to bother. Take him to the final area.
- Martin: I always thought you thrived on challenges...
- Diana: I do, but I like better odds.
- Martin: That's curious, I would've have thought you'd find the difficult game far more interesting. But anyway, you're probably right. I don't think even you with all your abilities could ever turn this head of his...
- [Turns to walk out of the room]
- Diana: Martin wait. Don't take him to the final area just yet... Perhaps I would enjoy the challenge of converting him.
- Martin: Well, as you wish Diana.
- Juliet Parrish: [Dr. Parrish brings the mortally wounded Dr. Taylor to his brother, Elias] Is Caleb here?
- Elias Taylor: What happened?
- Juliet Parrish: Ben's been hurt.
- Elias Taylor: What went down?
- Juliet Parrish: We were trying to steal equipment for a lab and they shot him.
- Elias Taylor: What? The doc... stealing stuff? Oh, bro... man, you ought to come to me. Man, I'll show you how to do it
- [Juliet winces in pain]
- Elias Taylor: They got you, too? Maybe I ought to go get an ambulance?
- Dr. Ben Taylor: No. No ambulance. We've already made our diagnosis. Haven't we, Doctor?
- Elias Taylor: I don't understand, man. Why you wanna go pull a heist for, bro, without your little brother...?
- Dr. Ben Taylor: We did it, though. The truck did get away?
- Elias Taylor: Yeah, but look at you, brother. You a wreck! Man, you gotta learn. You just can't go and do this stuff...
- Dr. Ben Taylor: Is Papa here?
- [Juliet shakes her head No]
- Elias Taylor: No. Uh, he ain't get here yet.
- [in a state of denial]
- Elias Taylor: Uh, now listen here, man. Now, do I try doctoring? Course not. Course not. Now the next time, bro, you gonna go and try to boost some stuff, man, you gonna come to me first, right. I'll show you how to do it. Ain't nothing to it. Like lifting these eggs, Man. Shoot. Sound like Papa now - "Shoot".
- [Dr. Taylor quietly expires]
- Elias Taylor: He'll be along here any minute, now...
- Juliet Parrish: [softly] Elias.
- Elias Taylor: Anyway, Man, you gonna come to me, right? We'll take 'em on together, Bro! Yeah, just the two of us. the bad Taylor brothers, yeah.
- Juliet Parrish: Elias.
- Elias Taylor: They gonna say "Whoa, man, boom boom... what blew through here?". Oh yeah. Taylor Brothers, man. The Doctor, yeah, the Doctor and, uh... the Doctor and, uh... the Doctor and the other one. The other one.
- Juliet Parrish: [firmly] Elias.
- Elias Taylor: NO! No. the Doctor cannot die. Oh yeah, sure the other one can die. He can die, but... not... not... not... not Ben. Oh, damn it, Ben. Damn it.
- [Elias & Juliet sob over Ben's body]
- [last lines]
- Juliet Parrish: The reality we have to face is that help may never come. We may end up having to rely completely on ourselves.
- Elias Taylor: So? I mean, we done all right. First battle's been won. Right?
- Juliet Parrish: That's right. But the war is just beginning.
- [planting a bomb]
- Bill Graham: Hurry up!
- Caleb Taylor: Look, man, I ain't ever messed with stuff like this before and I'd just as soon not get my hands blowed off, okay?
- Josh Brooks: What is it?
- Mike Donovan: It's a key.
- Josh Brooks: That's gonna get you into what?
- Mike Donovan: The belly of the whale.
- Mike Donovan: Martin. Say it man! You're scared.
- Martin: It's very very dangerous for me here now.
- Mike Donovan: [pointing to the wounded man] What does he look like? A sunday afternoon at Disneyland? I'm sure Barbara was scared and Tony too! Hell man! We're all scared! Every damn one of us! But we've all gotta help out in the best way we can. Now how about it man? Are you game?
- Diana: Yes, but you know how impatient our Leader can be.
- Steven: Even with you?
- [Big mistake, as Diana's acid glance informs him]
- Steven: I thought that given the intimacy of your relationship with him, he might...
- Diana: [tight] Be very careful, Steven.
- Steven: I just hate to see him make you so distressed.
- Diana: He doesn't understand that my conversion process is still limited. It doesn't work the same on every human subject.
- Steven: No, but when it does work, as with DuVivier, Jankowski and the others, it's remarkable.
- Diana: Yes, it is.
- Steven: They actually believe that a conspiracy exists, or even that they're part of it.
- Diana: And, of course, the evidence that we planted reinforces their beliefs.
- Steven: The operation is working perfectly. Scientists are being ostracized, disorganized throughout the world.
- Diana: The problem is our Leader then says, "Why not convert them all?" He doesn't understand that the human will is much, much tougher than we bargained for. To convert them all would take forever. However, we will continue to refine the process.
- Steven: Yes, I'm sure you will. Successfully.
- John: We have come in peace, to all mankind. Our planet is the 4th in distance from the star you call Sirius, some 8.7 light years from Earth. This is the first time we have left our system, and you the first intelligent life we've encountered. We're pleased to meet you.
- John: The Secretary General referred to me as the "Supreme Commander", actually I'm just sort of an Admiral, responsible for this small fleet around your planet.
- Dr. Ben Taylor: This *small* fleet? Yeah right...
- John: We have come on behalf of our great Leader, him who governs our united planet with benevolence and wisdom. We have come because we need your help. Our planet is in serious environmental difficulty, far far worse than yours, it's reached the stage where we will be unable to survive without immediate assistance. There are certain chemicals and compounds which we must manufacture, which alone can save our struggling civilization. And you can help us manufacture these and in return, we will gladly share with you the fruits of our knowledge.
- Kristine Walsh: Unbelievable...
- Michael Donovan: Yeah...
- John: Now that we have established contact, we will like to meet with individual governments to make requests for certain operating plants to be retooled for the manufacture of the compound which we need.
- Eleanor Dupres: I hope they pick your plant!
- John: And we'll reward your generosity as I have said by educating your industrial and scientific complex to the limits of our knowledge, helping to solve your environmental, agricultural and health dilemmas. Then we'll leave you as we came... In peace.
- Denny: Talk about an offer we can't refuse, huh!
- Juliet Parrish: I wonder what would happen if we did...
- John: Now if our circumstances were reversed, and you had come to visit us, I know that I would feel a burning curiosity to see the inside your of spacecraft right away.
- Robert Maxwell: An understatement!
- John: With that in mind, I'd like to have the Secretary General and several of your journalists accompany us back aboard our Mother Ship, for the first of many opportunities to get to know us better.
- Elias Taylor: You got any idea how much fresh food's going for these days? And beef? I make more money selling hamburgers than I did selling reefer.
- Tony Wah Chong Leonetti: [Answering payphone call from Mike] Hello. Is that you, Uncle Pedro?
- Mike Donovan: Uncle Pedro?
- Tony Wah Chong Leonetti: Aah, it is you. Uh, Buenos Noches.
- Mike Donovan: Tony, cut the...
- Tony Wah Chong Leonetti: We, uh, we've been having trouble with the phone, Uncle. Understand. Trouble with the phone?
- Mike Donovan: Then you must be all tapped out.
- Tony Wah Chong Leonetti: You got it, Uncle. The, uh, repairmen even came to check things out... a whole lot of them. They smelled your cooking all around here. Boy, would they like to get their hands on your burrito.
- Mike Donovan: Yeah. Yeah, I'm sure they would.
- Tony Wah Chong Leonetti: Yeah, but I like Italian food much better, though. Remember?
- Mike Donovan: Yeah. Yeah, I remember.
- Tony Wah Chong Leonetti: Now, don't let me keep you standing there. I know you have to run. Good luck.
- [Police, stormtroopers and a Visitor craft converge & fire on Donovan]