Season Three, Episode Ten
Falling Skies So3Ep10
Episode 30
Air date August 4th, 2013
Written by Robert Rodat & Remi Aubuchon
Directed by Greg Beeman
US Viewers 3.74 million
Episode Guide
Journey to Xilbalba
Ghost in the Machine
Cast Guide
Noah Wyle as Tom Mason
Moon Bloodgood as Anne Glass
Drew Roy as Hal Mason
Connor Jessup as Ben Mason
Maxim Knight as Matt Mason
Seychelle Gabriel as Lourdes Delgado
Mpho Koaho as Anthony
Sarah Carter as Margaret
Colin Cunningham as John Pope
Doug Jones as Cochise
Will Patton as Daniel F. Weaver
Also Starring
Jessy Schram as Karen Nadler
Laci J Mailey as Jeanne Weaver
Brad Kelly as Lyle
Robert Sean Leonard as Roger Kadar

Brazil is the tenth and last episode of Season 3, and overall the thirtieth episode of Falling Skies. It was written by Robert Rodat & Remi Aubuchon. It was directed by Greg Beeman. It first aired on TNT August 4th, 2013. It drew 3.74 million US viewers.

Plot SynopsisEdit

When the 2nd Mass destroys a crucial Espheni base, a relentless enemy is taken down and the Mason family is reunited with those who had been lost. But the arrival of more interstellar players puts the fate of Earth's remaining survivors in doubt.


The finale episode begins with Pope, Weaver and some other fighters on a train to Chicago, in the cab. They talk about needing the Volm weapon to work and apparently, the weapon has already been dug out because we see Dr. Kadar trying to make it work. Tom and Cochise are talking and they comment on the fact that more Volm are on the way, but cannot enter the atmosphere as long as the deadly defense grid is still active. Tom is nervous because the fate of his entire planet and race are riding on this one attack. Cochise tells him he understands, and reassures him, "Everything will be fine, my friend -in this, you must have faith.” Elsewhere, Hal and Maggie discuss what they think will become of their lives after the war is over. Back on the train engine, we see that Lourdes is there and she’s chained up and Weaver comments that she is “bait” to lure out the Espheni overlord, Karen.

The train suddenly encounters a large number of Espheni Mechs, and Pope, Weaver, Anthony and Lyle open fire from the rails of the train engine as they speed onwards. But, the train –and the small group of fighters onboard it, as well as Lourdes– is just a decoy. The Volm weapon is not near Chicago, it has arrived in Boston Harbor onboard a freighter, along with most of the 2nd Mass. Matt, Ben, Hal, Jeanne and Maggie watch as Kadar, Tom and Cochise fire the weapon at the Boston Espheni Tower, and it hits. It takes a minute –during which they fear it was pointless, as Espheni aircraft begin to approach them– but then the tower collapses into rubble and the aircraft are brought down.Tom and the others celebrate as they see the defense grid in the sky begin to disappear. Moments later, a gigantic Volm ship arrives on the scene, landing on top of the ruins of Boston and demolishing what is left of the city.

It is the night after the Volm have arrived and the humans are celebrating, playing drums, drinking and dancing around while Tom is in a tent preparing for his meeting with the Volm leaders and talking with Ben. Outside, there is a cheer as Weaver and Pope arrive at the camp with most of their team. They were rescued from their battle with the Espheni by a Volm brigade led by Cochise. Cochise says his people are happy to help the humans. He tells Tom that he will get to meet the Volm leader tomorrow morning, which is faster than Tom wanted. Volm scouts report that the Espheni have rapidly withdrawn north after the destruction of the Boston Tower, completely abandoning an area over ten square kilometers. For the first time since the invasion, humans (albeit with Volm assistance) have forced the Espheni to retreat. Weaver mentions that Lourdes is still alive but is in bad shape and needs to have her eye worms removed – and that Karen, if she is still alive, may still be using Lourdes to track the 2nd Mass. Tom says vengefully that he hopes she is.

At the meeting on the Volm ship, the Volm commander begins by shaking hands and acting quite respectful. It turns out that he is also Cochise’s father. Tom wants to talk about military plans but the Volm say that will not be necessary. The Volm say they don’t need any input or help from the humans. They know how to fight the Espheni and the humans “would just get in the way.” Tom and Weaver are not happy. Tom wants to know what the Volm plan to do with the humans. The Volm leader says they will all be relocated to the south to Brazil; Cochise insists they can live there in relative safety, while the Volm take over the campaign against the Espheni. Tom says there is no way he will let that happen. The Volm leader seems to not care what Tom and Weaver think and says human relocation will begin today. Tom says they want to keep on fighting and then the Volm leader turns to walk away and Tom grabs his shoulder to continue talking, this causes the Volm to fling Tom aside and leaves the room, with his guards violently restraining Tom for touching their leader; Cochise has to shield Weaver from attacking them.

Weaver comes back to camp. He orders everyone to get their stuff together and move out. He says they will leave in one hour so they can’t be rounded up by the Volm. Someone asks about Tom and Weaver says Tom is being held captive by the Volm. Weaver goes into a tent and seems to suffer a mild heart attack. His daughter comes in and he tells her that he has been taking pills to keep his heart from acting up. He asks her to keep his condition secret. Before the humans can pack up and leave, Cochise and an armed Volm military party arrive and order everyone to prepare for transport. Pope wants to fight them, but Weaver realizes they are badly outgunned. Weaver orders everyone to hand over their weapons. Pope sneers at Weaver as he says, “The Volm have just done what the Espheni never could- they’ve brought us to our knees.”

Meanwhile Tom and the Volm Commander are talking inside a chamber of the Volm ship. Tom is angry that Cochise lied to him about the Volm plans. The Commander says Cochise was simply operating under strict orders. The Commander explains that every other planet they have liberated has contained races who were glad to be relocated and leave the fight to the Volm. Tom explains that humans are different. “Allow us to fight for our freedom,” he pleads. The Commander admits that he has never contemplated doing anything but what he always does, since he and his kind have been raised all their lives as soldiers. He has never had to really consider other options. He tells Tom he will think about it. It appears that the Volm are not evil, they simply do not understand humanity and see the entire conflict as their own military campaign; they view the humans entirely as civilian resistance, not a military force in their own right.

Hal is chatting with the captive Lourdes. She looks terrible and is desperate for the bugs to be out of her brain. Hal vows to help her get better. Maggie says they may have to “put her out of her misery.”

Cochise arrives at the 2nd Mass camp and tells Weaver it is time for the humans to go to Brazil and they join with Tom. Cochise leads them away; however, he takes them over to a heap of Volm and human weapons, and says the humans are free to go, though he asks them to leave the Boston area, which the Volm are using as their base of operations. Tom says, “we are going to continue to fight," warning him they may get in the Volm's way; Cochise jokingly replies that he expects nothing less. Then Cochise says he hopes they will see each other again and he hands Tom a Volm rifle, the two of them apparently parting as friends despite the fragmented alliance. The humans arm up and head out.

Approaching Cochise -who is watching the 2nd Mass leave- the Volm Commander says he thinks the humans will all die- which would be contrary to the Volm's oath, to prevent species on the planets they liberate from being in the line of fire. However, Cochise replies that the humans would be unable to endure in the 'captivity' of relocation. He says humans are stronger than the Volm think they are, and that the 'human spirit' is like nothing they have ever encountered. The Commander tells his son he hopes he is right, for the humans' sake. It appears that, while the alliance between humanity and the Volm is damaged, the Volm still intend to fight the Espheni, and to allow the humans to continue their own fight.

The 2nd Mass are on the road, headed south to return to Charleston. Maggie appears happy, and Hal sourly remarks it is because she's glad that the war will go on; Maggie and Pope admit it helps energize them, and Maggie says that even Hal would never be able to return to a conventional life after the conflict finished. Ben suddenly senses something big approaching and Lourdes begins convulsing in agony. An Espheni hovercraft appears and lands in the woods nearby; Tom and Weaver are sure it is Karen, confirming that she took the 'bait' that is Lourdes.

Karen comes out of the trees with some of her forces, revealing she left the Boston Tower before it was destroyed. She is carrying a white flag and says she can see that the Volm alliance with the humans has already gone sour – and now the Espheni, having suffered a serious defeat but still far from beaten, are interested in a truce with the humans. She is confident there will be more unpleasant discoveries for humanity about the Volm, saying their war with the Espheni has waged for centuries and will continue for centuries. She tells them that there may be a day when human and Espheni interests coincide. She tells Tom she brought a gift for him. Tom says he has a gift for her too, then shoots her in the chest, mortally wounding her. The Espheni guard of Heavy Mechs and Skitters attacks, but the humans easily destroy them all. Karen is lying on the ground almost dead. She tells Hal she only wanted to be with him and her final words; "I'm sorry". Maggie pulls out a gun cooly and puts two bullets in Karen, silencing her forever.

Tom suddenly hears Anne in the woods and rushes to her, finding her unharmed- Karen lied about her supposed death, and brought her and their daughter Alexis to Tom as a gesture of good faith for their truce. As Anne and Tom embrace, he sees that Alexis is with her, but she has aged quite a bit because of her alien DNA – she is now physically a six-year old and capable of speech, greeting him with, "Hello, Daddy!"

In the morning, Tom talks to Dr. Kadar about Alexis. The doctor does not know if Alexis will continue aging at a rapid pace or if either of them have been implanted with tracking devices, and Anne is too exhausted to talk now. The 2nd Mass is breaking camp to move out, then Pope comments that being back on the road feels like old times, to which Weaver cheerfully agrees. Moments later, Alexis goes up to a caged Lourdes and touches her face through the bars. Suddenly, dozens of Eye Worms from inside Lourdes come pouring out of her, and they all gather in Alexi’s hands and she crushes them into powder. She is witnessed by a shocked Tom and Weaver.

Other CastEdit




Significant EventsEdit

  • The mothership over Boston, which had occupied the city since Season 1 is destroyed. Because of this, the defense grid is deactivated and the Volm troop ship arrives.
  • Karen Nadler is killed, initially shot by Tom, she survives for a while before Maggie shoots her twice killing her.
  • After an almost forced transportation to Brazil, the Volm force the 2nd Mass to leave Boston, straining the already tenuous relationship. However, they show a willingness to allow the humans to continue their fight rather than stopping them and Cochise is shown to remain a proponent of humanity.
  • Anne and Alexis are revealed to be alive, Alexis now has the appearance of a 6 year old child.
  • Alexis removes the Eye Worms from Lourdes simply by touching her.

Tom's History LessonEdit

After Lyle's simple strategy for fighting the Espheni, Pope referred to Napoleon's failed invasion of Russia. Tom told Waschak-cha’ab of the many wars humans had fought over the years, now for what seems like petty reasons.

Trivia and Outside ReferencesEdit

  • Pope refers to the phrase "Don't fire until you see the whites of their eyes.", made famous at the Battle of Bunker Hill.