Original Airdate: August 3, 1994 Written by J. Michael Straczynski Directed by Janet Greek Episode #: 19 Production # : 121
Guest stars: Ron Canada as Capt. Ellis Pierce. Louis Turenne as Draal. Curt Lowens as Varn. Denise Gentile as Lise Hampton. Aki Aleong as Senator Hidoshi.
Earthforce wants to steal the secrets of the Great Machine while Draal takes Varn's place at the Great Machine.
Babylon 5's Commander Jeffrey Sinclair (MICHAEL O'HARE) and Lieutenant Commander Susan Ivanova (CLAUDIA CHRISTIAN) rescue a cybernetic 500-year-old alien named Varn (CURT LOWENS) on the planet Epsilon 3 and return to Babylon 5 with him. Varn previously controlled the planet's highly advanced defense system.
Babylon 5's medical officer, Dr. Stephen Franklin (RICHARD BIGGS), analyzes Varn's comatose condition. Meanwhile, an Earthforce war cruiser, commanded by Captain Ellis Pierce (RON CANADA), arrives to claim the super-technology found on Epsilon 3 for the Earth Alliance. Sinclair contacts the Earth Alliance about Pierce's unnecessary interference. When pierce launches his patrol ships to the planet, they are immobilized by the planet's defenses. Ivanova learns that Pierce's offensive triggered a chain reaction in the reactor core of the planet and Epsilon 3 will explode in less than 48 hours.
Draal (LOUIS TUREMME), a retired Minbari teacher visiting his former pupil, Ambassador Delenn (MIRA FURLAN), suddenly hears Varn calling to his subconscious. Draal and Delenn go to the medical lab and Varn awakens, telling them that he is too old to control Epsilon 3's defenses and needs someone to replace him.
Suddenly, an alien warship appears, commanded by Takarn (MICHELAN SISTI), leading a group of criminal outcasts who were banished from Epsilon 3 centuries ago. He demands to reclaim the planet, but Pierce, who believes the dense system can be deactivated, fights Takarn for control of the super-technology as they both travel toward Epsilon 3.
Londo Mollari (PETER JURASIK), the Centauri ambassador, privately confronts Draal and Delenn and confesses that Varn called to him, as well. The three aliens realize that Varn wants Draal to become the planet's new guardian. They abduct Varn from the lab, and with Londo flying his private shuttle, Draal and Delenn race towards Epsilon 3 to connect Draal to the defense system's control panel before the planet explodes.
Luckily, Varn has enough strength to telepathically control the defense system. Despite a battle between Pierce's and Takarn's forces, Varn and those with him arrive on Epsilon 3 safely. Varn connects Draal to the cybernetic control panel and the enlightened Minbari terminates the core's chain reaction, preventing the explosion of the planet. Draal also projects his image in Babylon 5, Pierce's cruiser and Takarn's warship.
Conveying the will of Varn's people, Draal says that no one must possess the technological secrets of Epsilon 3 for now. He orders all warships back to their bases, but when Takarn attempts to descend instead, Draal destroys the alien ship. Then Varn prepares to die. Reprimanded for opposing Sinclair, Pierce apologizes and returns his ship to Earth.
Finally, Sinclair locates Lise Hampton (DENISE GENTILE), Security Chief Michael Garibaldi's (JERRY DOYLE) former girlfriend, who disappeared during a revolt on Mars. Garibaldi confesses that he still loves her but Lise reveals that she's marries someone else.
