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NARRATOR: For weeks, rumors
have spread across Mars,

from outposts to settlements,
from town to town.

Something that had been buried for
centuries has just been uncovered.

And as this mysterious force
moves across the southern valley,

it leaves behind
only silence and death.

[♪♪]

Take your seats, please.

I just talked with the Cartel.

They're concerned that the rumors
are getting out of control.

They'd like to make a statement
in two hours.

Some of you may not know
we've had another incident.

At 1520 hours yesterday a freight
train, Trans Marineris 74 Yankee,

returned from the southern
valley on auto pilot.

GUARD 1: Get to your
security stations now!

GUARD 2:
Okay, let's move!

INQUISITOR: Initial reports
indicated it was a ghost train.

It appeared no one was
aboard until a single

survivor was discovered
in a rear compartment.

GUARD 3:
Call for Med-Tech backup.

INQUISITOR:
Lieutenant Melanie Ballard,

second officer for a
squad of escort police.

They were assigned to transfer a prisoner
from the jail at Shining Canyon Mine

back here to Chryse.

Lieutenant Ballard was taken
to hospital under guard.

She had superficial wounds but was
in otherwise good physical condition.

However, traces of an
illegal substance,

tetromonochloride, were
found in her system.

MAN: Everything will be all right.
Take it easy.

Bring her in, please.

Lieutenant Ballard,
please be seated.

Do I get a lawyer, or don't police
officers have rights these days?

Representation by counsel
won't be necessary.

Your rights are protected
by the Matronage.

You can speak freely.

Then I'm not being charged?
INQUISITOR: Sit down, lieutenant.

This is a discovery hearing, and your
presence is required as ranking officer.

I want your After Action Report.

Where's the rest of your team? The
prisoner you were sent to pick up?

What happened at Shining Canyon?

Last Friday at 1750, we were
slamming through a dust storm

on the edge of the southern valley.

74 Yankee was an ore hauler servicing
the mines in the outer sector.

My squad was hitching a ride
into Shining Canyon.

JERICHO:
You beat me.

Looks like you've
played Tarts before.

DESCANSO:
No, I never done this.

JERICHO: Let's spin them again.
One down and one up.

Fuck me, the Five of Bats.

You've got the Wheel.
What's your wager?

Five bucks.

[DOOR SLAMS]

Helena. Hey.

Sorry.

Weather station's tracking a huge
storm across the southern sector

and we're right under it
by now.

What's the mark on it?

3200 klicks.
We should be there by 1800.

[RUMBLING]

So, urn, just let me know
if you need anything.

[♪♪]

HELENA:
Melanie!

You high?

Fuck, Helena,
it's just Clear.

Be straighter than this track
long before we hit the canyon.

You better be. This prisoner
transfer is no sleepwalk.

We're picking up
James Williams.

You mean
“Desolation" Williams?

Cooling his heels in the Shining
Canyon jail. Deep solitary.

What's the charge this time?
Murder.

Man's been up on murder
three times.

He gets off every time
on self-defense.

It's different this time. Sounds
like he finally went psycho.

Beaucoup corpses,
all mutilated.

Williams shows up at the Shining Canyon
Mine with some bizarre-ass story.

Sends three officers to the medevac
before they locked him down.

You starting to
see the picture?

All we got is you, me and this new
guy Jericho and a couple of rookies.

HELENA: What do you think
of Sergeant Jericho?

I mean, I was hoping we'd get a good,
solid woman we could count on.

MELANIE: I don't know.
I guess we'll see.

Well...

I need you straight,
Melanie.

Don't worry about that, commander.
I'm as straight as they come.

Such a shame.

Check on our
transfer schedule.

McSIMMS:
Shining Canyon.

Shining Canyon, this is
Trans Marineris 74 Yankee.

They ready for us?

This storm is really
kicking up a mess.

I can't get through
to the tower.

Here's your coffee,
Mr. McSimms.

Three sugars and two whites,
just the way you like it.

You want some?
No, thanks.

How long?

About 40.

Shining Canyon?

Shining Canyon, this is
Trans Marineris 74 Yankee...

ETA, 40 minutes.

Everybody, check your equipment.
I don't want any surprises.

Is everything all right,
lieutenant?

I couldn't help but notice that charming
little scene with the queen bee.

Yeah, well, you know how
the service is, sergeant.

She figures if I want to make
captain, I'll have to pay the price.

The thing is, I don't give a
damn about wearing another bar.

Yeah, it could be that.

Or she just has
good taste in women.

Sergeant, you are
seriously out of line.

I'd hate to spoil
my record.

All right.

I know you think you're
some pretty tough hombres.

You've had the best training,
you have the best gear.

You probably think this is
a routine prisoner transfer.

But that's what I want
to bang into your heads.

There's nothing routine
about this prisoner.

We are here to pick up
James "Desolation" Williams.

I want you all jack-ready
and double-tough.

Officers, you can
disembark here.

What time is departure? We'll need at least
a half an hour to secure our prisoner.

We got about a four-hour turnaround
and we're due back at this spot

at around 2200. You can
report anytime after that.

See if you can raise
the yard master, will you?

Ed?

Ed, you out there?

HELENA: Rookies, use
your breathers.

We're not going to have air
like Earth for 10 more years.

Let's go.

God, I hate this thing.
You'll get used to it.

Two years ago we were still
wearing full-face breathers.

Takes about a month to get
over the headaches out here.

Huh.

So this is Shining Canyon?
God, what a dump.

MELANIE: First time in
the boonies, eh, rookie?

JERICHO:
Standard layout.

Just another shitty boomtown like all the
others. Seen one, you can go home.

MELANIE: You're always cold,
you can't get a decent shower

and they don't tell you
a one-year contract here

equals two years
Earth time.

Gotta read the fine print.

JERICHO:
Where is everybody?

Yeah. Friday night,
the place should be packed.

I mean, a whole 12 hours before
sunup and there's money to burn,

whores to fuck and drugs to take.

Instead we got a graveyard.

Maybe they're all inside
spending their money.

Me, I'm gonna get us squared
away at the RecFac.

You and Sergeant Jericho
check in at the jail.

MELANIE: Save some
hot water for me.

Where were you
before Chryse?

Utopia.

It was the arse end
of the universe.

A penal camp full of
work-amnesty cutthroats.

Sounds nasty.

But you seem to be holding
together all right.

What you see is nothing.

I have numerous
hidden talents.

[♪♪]

Need some help with that?

You're persistent,
aren't you?

I've changed a few
minds in my time.

Not many of us
breeders around.

I'd hate to miss a chance
to give it a go.

What do you say?

[DOOR CLATTERS]

[CLATTERING]

Hello.

Anybody here?

[OVER PA]
Officer to front desk.

Well, hello, Mr. Williams.

No one's seems to be about.
What do you make of it?

I don't know.

You want me to pop the lock
and oust the prisoners?

What do you mean, “pop the lock"?
It's a level-eight security door.

I got a mystical way with
locks and mechanical objects.

There isn't a machine on
Mars that doesn't love me.

How about we check with
the commander first?

So, what do you do
for fun, then?

Are you a gambler?

No, I'm short-time,
sergeant.

I believe in
saving my money.

Don't worry about that.

I was gonna do it for free.

Let me put it this way.

Maybe I'd sleep with you if you
were the last man on Earth.

But we're not on Earth.

JERICHO: It's a voltage
overload, most likely.

You wanna check it out?

It's probably nothing.

But, on second thought...

[♪♪]

Police officer.
Anybody there?

Oh, Shit!

Jericho!

This is not
making me happy.

All right.
It's time to get backup.

JERICHO:
Jesus Christ.

What are you doing?

I almost killed you.

MELANIE: What's going on?
RecFac's a slaughterhouse.

What?

“Slaughterhouse"?

That's the word Descanso used.
I didn't see it myself.

According to what Commander Braddock
told me right after we first arrived

in Shining Canyon,

she and the two rookies headed
towards the recreation facility.

Me, I'm gonna get us squared
away at the RecFac.

You and Sergeant Jericho
go and check in at the jail.

MELANIE: Save some
hot water for me.

[♪♪]

Descanso,
sweep left.

Bashira,
stick with me.

Bashira!

Bashira!

Officer to train,
do you read?

The casino, the barracks, the dining hall,
the rec center. No one alive anywhere.

Commander?

What?

I can't reach the train.

Well, keep trying.

What do you think?
How we doing?

I don't know. This thing
was built to stay locked.

And Williams is still locked up?

What do you mean?

Williams was arrested
on the suspicion of

murdering six rail workers
and a payroll courier

up at Klick 305 Hub Station.

The bodies were hung and decapitated,
just like the bodies found in the RecFac.

So how did they pin that
on Desolation?

He showed up here
with the courier's payroll.

The cashier realized it was a
stolen scrip. They made the arrest.

There's gotta be a day
log here somewhere.

Sergeant's desk.

Here.

Last night the mine called in
a work stoppage.

Reported winds gusting up
to 60 knots.

Sixty?
That's what it says.

Anything else?

Arrest for theft...
Then nothing.

[WHIRRING]

Got it.

[♪♪]

What's the hell going on
around here?

We haven't had a meal or a
piss break in six hours.

Descanso,
open the door.

All right, everybody. Answer "here"
when I call your name. Akooshay.

AKOOSHAY: What?
Just answer "here."

Yeah.
HELENA: Zimmerman.

I'm right in front of you.

Benchley.

Who's that?

AKOOSHAY:
She showed up last night.

Checked herself in. insisted on
being locked up here with us.

Well, wake her up,
sunshine.

Let's see what
she has to say.

Hey, hey. Somebody
wants to talk to you.

Who are you?
Whitlock.

What are you doing
in the holding tank, Whitlock?

It's the only safe place
at the moment, okay?

Can I go back to sleep now?
HELENA: No, you can't.

I need answers.

What's going on out there?

What's your ID?

Dr. Arlene Whitlock.

I'm the Spec Six Science Officer
for the mine at Drucker's Ridge.

I left Drucker's about a week ago by
means of a weather balloon I'd modified.

There was a disturbance in town.
Seemed prudent to get out.

Yeah, they said there was some sort
of a riot, and the place destroyed.

Yeah, something like that.

I was adrift for several days.
Ran out of food.

I followed the rail road tracks
until I got here.

Ah, shit!

Then the storm forced
me too low.

I hit a windmill and crashed.

They were kind enough
to take me in here.

Well, wasn't that nice
of them?

Mel, Jericho,

go check out Williams.

See if he knows anything
about this.

Williams?

Do you know what's
going on outside?

Are you aware of
what's going on outside?

Let's go. This asshole
doesn't know anything either.

JERICHO: You got some balls calling
him an asshole to his face.

That's Desolation Williams.

I heard he took out at least six when
they cornered him at Deimos Station.

Yeah, and this is
eight inches.

You men love to exaggerate, Jericho.
Just goes with the territory.

Yeah, well, in my case,
it's a bit different.

Perhaps a connoisseur like yourself
would appreciate what I have to offer.

[BANGING ON METAL]

Go get
the commander.

[BANGING ON METAL CONTINUES]

Disarm her.

Officer!

It was almost like she was...

possessed.

Like a force was inside her.

Who was she?

She was a dispatch officer.

We tried to make her
comfortable.

The rookies took her to a storage
room in the back of the jail.

Then the commander and I went
back outside to look around town.

What do you think?
That the Science Officer's lying.

Tell me again about Williams.
I didn't read the full file.

Caught him with the money but
he said didn't kill anybody.

Huh, of course. They all
just died of fright.

And then cut
their own heads off?

[♪♪]

[SCREAMING]

[MAN SHOUTING INDISTINCTLY]

Put down your weapon!
Put it down!

[INAUDIBLE DIALOGUE]

Call Jericho.

Sergeant Jericho,
we need backup.

We're 20 southwest
of the RecFac.

MAN: Don't open the door!
Don't let it out!

Who goes there?

MAN:
Can't fight it! It's in me!

[INAUDIBLE DIALOGUE]

Commander Braddock!

[INDISTINCT WHISPERING
AND SHRIEKING]

[INAUDIBLE DIALOGUE]

There's a man
in there. Open it.

The lock is destroyed. We're
gonna need a cutting torch.

How long? At least half
an hour, maybe more.

What the fuck is going
on here, lieutenant?

He committed suicide. But before he
slit his throat, he yelled something,

Something like:
“Stay away!"

"Don't open the door."

"Stay away."

And now
the commander's gone.

Helena!

Maybe he was
contagious.

Or crazy,
I don't know.

I say we take him at his word
and leave him locked in.

Look, one of us has to
stay with the rookies.

Why don't you go
back to the jail?

I'll find the commander.

Let's get the hell
out of this place.

There's nothing
we can do for this guy.

You're right.

Okay, let's go.

Drop your weapon, or I'll cut
this dyke-bitch head off!

What the fuck happened?

Bashira let him out
for some food.

Let me guess.
You unshackled him.

What do you want, Williams?

I want to get
the fuck out of here.

Okay. We'll let you walk,
just let the girl go.

Think I'm falling
for that shit?

I can't let you
take the rookie.

Take me.

Okay?

Put the gun down.

Put them down!

MELANIE: Drop your
gun, Descanso.

Yeah, drop the gun,
Descanso.

MELANIE:
Okay.

Relax! Take it easy.

Relax! Relax.

You're gonna get
what you want.

I know I'm gonna get everything
I want. Now let's go.

[GRUNTING]

Damn, girl.
I like you already.

Shit.

You okay?

Just swell.

Where's Williams?

He took off out the airlock.

He ran into the clinic. Saw him
go in not even two minutes ago.

Let me guess, he's got
your shotgun, right?

Couldn't help it.
He was too fast.

He's still in there, though. I
can see the back door from here.

MELANIE: All right. You
two take the back door.

I'm gonna go in the front and flush him
out. If he comes at you, shoot to kill.

[♪♪]

Hey.

[CREATURE HISSING]

[SNARLING]

[GRUNTING]

Now what?

[ROARING]

[GRUNTING]

How the hell did that happen?

MELANIE: Let's go.
Wait a minute.

Looks like you're
coming with me now.

You see what's going on out there.
You know I didn't kill nobody.

I said move it.

I ain't going nowhere.

I just saved your life.
You should let me go.

And I saved yours.
Looks like we're even.

Now move it!

[INDISTINCT SHRIEKING
AND WHISPERING]

Let me ask you
something, Desolation.

You're so innocent, how come we
found all that stolen flash on you?

I didn't say I was innocent.

I said I didn't kill nobody.

Let's say I believe you.

What exactly
happened at K-305?

I don't know. I was just
changing trains from Camp Sinai.

Had a little time to get
me something to eat.

So I went into the station.

[♪♪]

MELANIE: It was just
lying there, so you took it.

You would have done
the same thing.

See, that's where
you're wrong.

I'm a cop, not a crook.

It's a thin line between a cop
and a crook these days.

You think it's a big difference
between you and me?

You just got the Woman
behind your bullshit.

Look at you.

You look high right now.

You know I saved your life
out there.

So why don't you save mine,
and let me out of here?

Look,

my job is to bring you back
to Chryse to stand trial.

I don't think you did it.

But that's not my call.

So let's not make this any more
complicated than it has to be.

WILLIAMS:
It's gonna be real complicated.

Believe that shit.

I ain't going back.

So you secured your prisoner.

Where was your commanding
officer during this time?

I can only report what Sergeant
Jericho told me later.

After the man in the rover committed suicide,
Jericho went looking for the commander.

Let's get the hell
out of this place.

There's nothing
we can do for this guy.

Yeah.
You're right.

Let's go.

Commander Braddock!

[♪♪]

[GROANING]

[SCREAMING]

[CREATURES CHANTING INDISTINCTLY]

[SPEAKING IN ALIEN LANGUAGE]

[CHEERING]

[GRUNTING]

[CONTINUES SPEAKING IN ALIEN LANGUAGE]

[YELLING]

Lieutenant.
We got a situation here.

Sergeant, you're breaking up.
I can hardly hear you.

The commander's dead.

JERICHO [OVER RADIO]: Everybody
in the mine's gone insane.

Jericho, can you read?

[STATIC BUZZING]

Jericho.

BENCHLEY: Hey, hey, come
on, let us out of here.

Start at the beginning!
Oh. Ha, ha, ha.

I told you I got here
last night.

Don't bullshit me!
BASHIRA: Lieutenant.

Okay.

What the hell is
going on out there?

What?

In semi-arid regions on Earth,
there are certain

organisms that live in small pools
that are formed by the annual rains.

When the pools dry up, those organisms
can't live but they don't die either.

They go dormant.

Below the surface,
away from the hot sun

until the next
rain cycle begins.

Then they reemerge.

I think something like that's
happening here.

I don't understand.

Well, whatever used to
live here, we woke it up.

It takes us,
okay?

I'm talking about
a kind of possession.

DESCANSO: Lieutenant,
Sgt. Jericho's on the radio.

He said he found three
people out there.

They're on the way in. They
got an ETA of 5 minutes.

You should get on the radio
and talk to him.

MELANIE: The hell do you mean
he's found three people?

DESCANSO:
That's what he said.

[ROARING]

[♪♪]

[GRUNTING]

MELANIE: You Okay?
WHITLOCK: No.

MELANIE:
Is something broken?

No, I'm all right.

But it's out of the body now.

Yeah, it's loose in here.

Lieutenant,
sergeant's on the radio.

JERICHO [OVER RADIO]: Lieutenant,
we're coming in. Can you read me?

Sergeant, where are you?

We're right down the street.

We?
Who's "we"?

I found three people alive out here.
Come and open the door for us.

[♪♪]

JERICHO: I tried to
reach you on the radio.

Just you make sure
that door is locked.

There must be 200 of them fucking
freaks, and any minute now

they're going to be coming down the
street looking to kick our ass.

Okay. Relax.

Who are these guys?

I found them hiding
up in the mine shed.

Lieutenant,
we got a situation here.

MELANIE [OVER RADIO]: Sergeant, you're
breaking up. I can hardly hear you.

The commander's dead.

And everybody in the mine's
gone insane.

Check the window!

They didn't see.

Who are you?

Who are we?
Who are you?

The man asked you
a question.

My name's Jericho.

At least he's not one of them.

What's happening out there?

Who the fuck are those clowns?
What are they all sparked up about?

UNO: Used to be miners. Then everybody
in this place lost their mind

running around,
chopping people's heads off.

Ease up, man.

We were up on the rim when
they called the work stoppage.

[♪♪]

[PEOPLE SHOUTING INDISTINCTLY]

What are they doing?
Shit, I don't know.

TRES: Look at that. They're
knocking off early for the night.

How are we gonna sneak into our shift
change if they lock up early for the night?

Shut up!
What the hell is that?

[SCREAMING]

Let's get the hell out of here.

We hid until the storm was over.

Later, I went out
to take a look around.

Thought they were all dead.

Then some of them
started to come to.

They walked around
like they were confused or lost.

A few of them seemed okay.
They was trying to help the others.

Then they started changing.
Changing? What do you mean?

They act different,
stand different.

Start cutting themselves
for decoration.

Filing their teeth.
Making weapons.

Killing the ones
who hadn't changed.

[GRUNTING]

UNO:
Cutting people's faces off

and wearing them for masks.

You lads got
any weapons?

I mean real weapons.
Only cops can have guns.

Some detonators in
them cases over there.

Do you know how
these things work?

I know you need
dynamite to use them.

Okay then.

We take our prisoner and
we all get on the train.

What prisoner would that be?
That's doesn't concern you.

If it's Desolation Williams,

it concerns me very much.
Now drop your weapon.

All of you!
Weapons on the floor.

So only cops
have guns, eh?

You fucking pricks.

[IN ENGLISH ACCENT]
We lied.

[IN NORMAL VOICE]
Now go get Williams.

I don't think so.

What was that?

MELANIE:
Fucking kill me.

No problem.
JERICHO: Look.

Will you two stop
fucking about?

Lieutenant,
let Williams out.

Give me one good reason.

I just gave you about
200 good reasons.

They're probably
outside right now.

Doesn't matter that Williams
is wanted for murder,

and it doesn't matter
that this lot are scumbags.

What matters right now is that we
stick together to get out of here.

All of us,

including Williams,

including them.

Who are you calling scumbag,
motherfucker?

Now quit with all your fucking
stalling and take us to Williams!

WILLIAMS:
I'll be goddamned.

Whoo!

Finally.

Man, this town
done went crazy.

We had to improvise.
You like it?

I love it.

I want you
to let him out.

What's up, D?

I'm still shackled.

What, are you pigs on a
fucking break? Free him up.

I knew you'd let me go.

It's been a long time.

WILLIAMS: I didn't think
you all could do it.

Piece of cake.

It was my plan,
Desolation.

[IN UNISON] Fuck!

WILLIAMS: I thought you
were watching the door?

I was!

Bitch, you better
open this door.

I don't think so.

You don't open that door,
I'm gonna blow your head off.

Then your asses
will never get out.

Someone will find
you guys sometime

probably tied upside down in
here with your heads cut off.

Tell your dogs to quit barking
so we can talk.

Put them down.

Put it down.

Listen to me, Williams.
We don't have a lot of time.

You need us
and we need you.

We've all seen
what's going on out there

and none of us is gonna survive
if we don't stick together.

I need you to give me your
word that if I open this door

you and your boys will stand
by my command at all times.

I never give my word.

It's okay. I never make deals
with criminals either.

You got it.

What? Oh, no. You're
making deals with cops?

And you are too.
Give her your weapon.

Everybody,
give it up.

Well, introduce us
to your friends.

These are my
compadres.

Uno, Dos

Uno must be
the nice one.

[UNO CHUCKLES]

UNO:
You got that right, butchy.

I'm not as nice as Desolation, and
I'll cut your fucking titties off--

MELANIE:
Who's in charge here?

You better
let go of my arm.

Who is in charge here?
You! You!

Je-- You, you, you.

Shit!

You just gonna stand there
and watch her break my shit?

Yeah, and now that you're
done mopping the floor,

why don't get me
a beer, killer?

All right, what's next?

We get more deputies.

You're deputized. Consider
this a martial law situation.

Let's go.

[♪♪]

When did this start?

It started
a few minutes ago.

MELANIE:
What should we do with him?

WHITLOCK:
We can't take him with us.

Then here he stays.

[♪♪]

Guys,
what is that?

It's a Laffer, a
black-market breather.

JERICHO: It has a
15-percent nitrous mix.

It gets you high?

Turns your brain
into Swiss cheese.

One gross
of detonators.

What are those
good for?

It would help if we had some dynamite,
but they make a pretty good bang.

We could put them into food cans or
something, make some hand grenades.

All right,
you got 10 minutes.

Hey.

Easy.

Here, let me do it.

[UNO LAUGHING]

That's beautiful!

That's what you get,
dumb-ass.

You gonna be okay
to do this?

[SPEAKS IN SPANISH]

MELANIE: All right,
it's almost 2200 hours.

Here's the plan,
short and simple.

Descanso and Jericho take the
lead, everybody else follows.

It's about 50 meters from here to the
station. Bashira and I are in the rear.

Any questions?

Hey.

Put your hand down.

All clear.

Let's do it!

Hey, bro, I don't see
no motherfucking train.

Hey, lady,

we don't see no train.

It'll be here.

All right,
come on, let's go!

Oh! That's
the mine office!

What the hell
are they doing?

It's like they're tearing the whole
town apart, building by building

MELANIE:
Come on, pick it up!

[GROWLING]

JERICHO:
Lieutenant!

MELANIE: Hold your fire.
Just keep on moving.

[GRUNTING]

MELANIE:
Go!

Where's the train?
I don't know.

You don't know? What the
fuck is that supposed mean?

Lieutenant Ballard,
to the train. Come in.

Plan A is fucked up.
You got a plan B?

Yeah, it's the same as plan A.
You got any fresh ideas?

Yeah, what we should have
done in the first place.

Shit!

Come on, you mindless
motherfuckers!

[♪♪]

[CREATURES GROANING]

[GRUNTING]

[SCREAMING]

Second time
I've saved your life.

Yeah, run a tab.

[GRUNTS]

UNO:
Jericho, grenade!

[INDISTINCT SHRIEKING AND WHISPERING]

Come on, man, on your feet.
Let's move!

Shit.

[CREATURE SHOUTING IN ALIEN LANGUAGE]

[YELLING]

[YELLING]

[GRUNTING]

Hey.
Open that door.

MELANIE:
We sealed the airlock doors,

and Sergeant Jericho
dismantled the lock.

They couldn't open the door from
the outside, so we were safe...

for a while.

Get on the radio.
Try to reach the train.

Where's your brother?

He didn't make it.

Oh, God.

Uno was your brother?

Yeah.

[ROARS]

[CHANTING]

[SHOUTING IN ALIEN LANGUAGE]

Look at him.

Whatever's inside of him has
waited a long time to get out.

I didn't understand their
design, how they move.

It's got to be the wind.

Yeah. yeah,
the wind takes them.

And then once their host dies, they
just drift along the rail road tracks

from town to town,
human to human.

What a perfect creation.

Vengeance on anything or anyone that
tries to lay claim to their planet.

[SPEAKING INDISTINCTLY]

What did you see
at Drucker's Ridge?

I was at the mine when they
called a work stoppage.

There was a section 740,
a scientifically significant find.

[EXPLOSIONS]

A 740 applies to any number of
things found on Mars:

A biological organism, indication
of water, things like that.

After we dynamited the mountain
we discovered an entrance.

It was a tunnel
carved into the rock.

It had been hidden underneath
the outer walls for centuries

and someone other than man
had carved it.

WHITLOCK:
Jesus!

MAN: What the hell is that?
WHITLOCK: I don't know.

MAN:
Get the hell out of here!

It was me.

I opened Pandora's box.
I let them out.

BASHIRA: I made contact
with the train.

They're about three klicks north
of town on a decoupling spur.

They said the tracks
are blocked.

Can they get through?
Yeah, they're working on it.

[ROARING]

You okay?
Yes.

Barricaded the rear door.
Good.

There's a maintenance courtyard out
the back enclosed by a 5-meter wall.

There's even a rover parked out there.
Maybe we can make a run for it.

No, we wait.

Bashira got in touch with the train.
They're coming back for us.

[YELLING]

Well, if a train's coming,
they better hurry up.

What's the matter with you?
You did good out there.

Yeah, right.

It's a fucked-up situation.

I never put too much faith in
cops, but you did all right.

You trust me?

Hell, no.

You know, I really don't
understand you at all, Desolation.

The only one looking out
for me is me.

Doesn't that bother you?

Nothing bothers me.

I stopped worrying
a long time ago.

Don't you believe
in anything?

I believe in staying alive.

Yeah, but for what?

Stick around, I might
let you know one day.

When?

When the tide is high
and the water's rising.

[GROANING]

Doing okay in here?

Mel.

Check this out.

What about it?

It's pretty solid.

One way in and a back door out,
leading to the rear entrance.

A good, sturdy door.

So, what's your point?

It's rather cozy,
don't you think?

I don't believe this. You lured
me back here to seduce me?

Well, the way things are going

I thought this might be
our last chance to, uh,

to dance.

Yeah.

[GUNSHOT]

BASHIRA: Fuck him,
whatever the fuck he is.

It's out of him.

Everyone go! Now!

Let's take her out back.

What the fuck
do you mean?

We ain't moving her
anywhere.

It's taken her over, man.
There's nothing we can do.

Easy, man,
I lost a brother in this.

That's not her.

Come on.

WILLIAMS: Let's put
her down, before they hear us.

Oh.

This belongs to her.

Where did you get it?
I stole it.

Do you know what it is?

It's her stash.

This will mess
with anything in there.

Bon voyage, Mel.

Come on. Let's get the
hell back in here.

[ROARING]

[GRUNTING]

No...

I will not!

MELANIE:
I was aware of having

thoughts

or memories.

Like I'd been invaded by something,
and it was trying to take me over.

Something inside of me wouldn't let that
other thing take over, and I fought it.

I didn't know where I was
at first, and then it hit me.

I was outside, alone...

unarmed.

[♪♪]

[♪♪]

[GROWLING AND GRUNTING]

[RUMBLING]

[EXPLOSION IN DISTANCE]

[ALARM WAILING]

The back Wall's
been breached.

Don't worry, the back
door's locked and secured.

[OVER MONITOR]
Let me in!

It's me!

Shit. It's Melanie!
Open the door!

Looks like her to me.

Haven't heard any of these
things speaking English.

Come on, Williams,
the tide's getting high out here!

Give me those keys.

Come on!

Is it you?

Yes.

It's me.

MELANIE: I had a
glimpse of the Martians,

of their minds,
of what they want.

They won't rest short of the
destruction of any invading species.

As far as they're concerned,
we are the invaders.

BASHIRA:
Something's kicking out there.

[YELLING]

Shit. They made a battering ram.

All right, everybody
to the rear of the jail.

Bashira, you and Jericho go back to the
storeroom. Load up on detonators.

You're the second line
of defense.

So we stay here?

We hold them off as long as we can.
Then we fall back to the storeroom.

You know soon as
we kill one of them,

whatever's inside's
gonna come after us.

I know. So if one of
us gets possessed...

Leave them.

[YELLING]

[♪♪]

Here we go.
Party time.

[GRUNTING]

[GUNSHOTS]

I'm out.
I'm out.

Move! Move!
Clear!

Clear!

[GUNSHOTS]

Stand clear!

Clear!
Get out!

[GUNSHOTS]

WILLIAMS: I got it!
MELANIE: Take them out back.

Better get out of here.

MELANIE:
Get back.

[ROARING]

Come on!

[YELLING]

[GRUNTING]

Come on!

WILLIAMS:
Come on, let's go!

[ROARING]

Look for the train. See if you
can get someone on the radio.

Jericho,
get this thing started.

Whitlock,
unlock the gate!

MELANIE:
Come on, hurry up!

BASHIRA:
The train's sitting at the station.

Officer to train,
do you read?

This is the train.
Where have you been?

Where the hell have you been?

All right, come down.
Bashira, come down!

All right. Wait for us.
We're on our way.

Let's go! Come on!

Get in!

[♪♪]

[ROARING]

Get yourselves ready!

RODALE:
Oh, my.

Come on!

Come on, let's go!
Let's go! Let's go!

Come on!

Okay, go! Go!

[YELLING]

What the hell
happened to you?

We got trapped a couple of klicks
north of here trying to offload.

I'll get us out of here.

We've gotta go back.

Slow down outside of town,
then come to a complete stop.

No way.

I'm giving you an order.

I don't care.
The answer's no.

The answer's yes.

Look, even if
we get back to Chryse

those things will just
keep coming.

We've got a chance here.

We've got a chance to stop this
thing before it goes any further.

This is about one thing:

Dominion.

It's not their planet anymore.

What about him?

Isn't our job to
take him back?

Is he still a prisoner,
or is he one of us?

I can give a damn
about saving this planet.

Seems like it's been after me
since the day I was born.

If I die,
I'm gonna die fighting,

not running.

Hey, Whitlock, if we blew up the nuclear
power station, what would happen?

I mean, there'd be
a huge explosion, right?

No, not unless you retract the
control rods and expose the core.

Then what?

Well, then you'd have a small
atomic bomb, going "boom."

MELANIE:
How small?

I don't know. It'd blow out a
radius of a mile, maybe two.

Would it kill them?

WHITLOCK: It'd certainly destroy their
human hosts, but as for them...

Hell, I don't know.

Jericho, can you get us in?

I can try.

MELANIE:
The plan was simple.

Sgt. Jericho, the science
officer and I jumped off

the train and headed
towards the power plant.

The others stayed aboard the train
as it backed into the station.

The idea was they'd provide
cover and distract

the Martians as we set the
charges in the plant.

Then they'd swing back,
pick us up,

Like I said,
it was a simple plan.

The only problem was it didn't
work the way it was supposed to.

[♪♪]

How you doing, Jericho?

JERICHO: I'm working on it.
Hurry up.

[GUNFIRE AND SCREAMING]

I'm gonna remove the water jacket
and destroy the containment shell.

Okay, so where do I
put the dynamite?

Officer to the train, they've spotted us.
Get your ass back here now.

[CREATURE SHOUTING IN ALIEN LANGUAGE]

[♪♪]

[GRUNTING]

[GUNFIRE IN DISTANCE]

Yeah?

[ROARING]

[GROANING]

[EXPLOSION]

Let's

We've got to get
out of here fast.

The doc says the blast radius
could be up to two miles.

So, what's that mean?
It means step on it!

[CLANGING]

Stay here and
keep it full throttle.

What are you gonna do?
Lighten our load.

I think there's some more
dynamite in the rear car.

[HIGH-PITCHED WHISTLE]

[HIGH-PITCHED WHISTLE CONTINUES]

Williams?

[BEEPING]

[♪♪]

[ROARING]

[GRUNTING]

[ROARING]

See you later,
you big motherfucker!

[♪♪]

You okay?

Say your prayers.

I didn't know
you was cut this deep.

Should have taken
care of this hours ago.

You do that like a pro.

Yeah. Me and my brother have
been through a lot of battles

ever since we was kids.

I never thought I'd go to war
with somebody like you.

I know when you get to Chryse you'll
tell those people that I helped you,

and I wasn't the cause
of all this mess around here.

Because I know they're looking
for somebody to blame.

I swear to you, Williams,
as soon as I get back,

I'm gonna tell my superiors
all about this fucked-up planet.

They'll drop the charges
as soon as they get the report.

Okay.

That ought to hold it.

When you get there,
have somebody look at it.

I couldn't get it perfect,
so it might leave a scar.

I'm getting a collection.
You'll be all right.

Comfortable?
Yeah.

I'll get you a blanket.

[HANDCUFFS CLICKING]

MELANIE:
What the hell are you doing?

[♪♪]

Oh, this is where I get off.
What are you talking about?

We'll be in Chryse soon.
Can't let you turn me in.

I can't let you walk.

What are you going to do?
Fucking shoot me?

Look, there's nowhere to run.

Anywhere is better than hell.

Catch you later.

Yeah, right.

Shit.

And what happened
to Williams?

MELANIE:
I don't know.

When I woke up,
he was gone.

And you were handcuffed?

He must have done it
while I slept.

At that point I trusted him.

That's all you have to tell me?

That's all I know.

INQUISITOR: All right, Lt. Ballard,
I suggest you get some rest.

You're dismissed.

Is our statement to the Cartel going to
be that Mars is being overrun by ghosts?

[♪♪]

WOMAN [OVER PA]:
Attention all police personnel.

Report to your nearest munitions station
immediately for weaponry assignment.

A security breach has occurred
in the south quadrant.

This is a level 10 emergency.

All police personnel, report to your
division sergeant for assignment.

All civilian personnel evacuate
the streets immediately.

Please remain indoors
until further instructed.

[YELLING IN DISTANCE]

[♪♪]

Come on!

Tide is up. Time to stay alive.

If you ever want to come to the other
side, you'd make a hell of a crook.

You'd make a hell
of a cop.

[IN UNISON]
Nah.

Let's just kick some ass!
It's what we do best.

[♪♪]

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