You thought this was gonna be easy, superior forces, superior weapons! You murder millions of people, you steal our children, and now you want to negotiate?! What the hell do you want from us?! WHAT DO YOU WANT WITH OUR WORLD?!!
— Tom (Eight Hours)
First seen
Last seen
Appeared in
Mentioned in
Also Known As
Fish-Heads (Pope)
Date of birth
Date of death
Family members
Portrayed by


The Espheni, also known as Overlords (males) and Queens (females), are an alien race and the apparent architects of the Invasion of Earth.

The Espheni became space-farers at some point in their species' existence, bringing them into conflict with other species in the universe. Experts in mechanical and biological engineering, they use harnesses to command humans and skitters –  their enslaved subjects - and appear to have designed their own advanced weaponry. The first species to be attacked by the Espheni were the Dornia, whom they enslaved and mutated via harnesses into the first skitters. Despite their victory in the war, the Espheni developed a strong fear of the surviving members of the Dornia and left their own galaxy to collect as many resources to fight against them.

Their crusade led them to invade several worlds, including the Volm homeworld. The resulting conflict with the native Volm begun a centuries-long war where the Espheni were hunted by the Volm who committed their entire species to guerilla warfare against the Espheni.

In 2011, the Espheni returned to the planet Earth where they mounted an invasion of the planet, exterminating most of the human species. Months after the initial invasion, however, the Espheni became caught in a war as the remaining humans began organizing a resistance against the Espheni, refusing to be exterminated and in turn they had to face several new enemies such as Skitter rebels who were joined by their centuries-old enemies, the Volm and a few years afterwards, their ancient enemies, the Dornia. During a confrontation between resistance leader Tom Mason and the Espheni Queen in the ruins of the Lincoln Memorial, Tom Mason manages to infect the queen with the Dornia bioweapon, killing her. The death of the Espheni queen affects the entire race and they are wiped out.

It is thus that through the Espheni's conquering and enslaving ways, they foolishly created several mortal enemies for themselves over the centuries; the Dornia, the Volm, the race or races of the Skitter Rebellion, and Humanity. Once the races they'd attacked rallied together to fight back, the Espheni ended up fighting a losing war on several fronts, and ultimately caused their own demise.


The Espheni are originally from another galaxy.

At some point around 2,000 years ago, intergalactic Espheni explorers came across a unique habitable planet in a strategic location, Earth. In order to utilize its immense resources and strategic capability, the queen of the Espheni race ordered the Espheni to land on Earth.

A few hundred years later, the Espheni Queen sent a small invasion force to Earth led by her greatest warrior- her own daughter, landing in the land which would eventually be named South America and the Espheni came into contact with the local Nazca "primitives". The primitive humans managed to defeat the small invasion force and kill the queen's daughter and the other Espheni sent with her. Enraged at the death of her beloved daughter, the queen swore to one day return to Earth with a thousand times the force she sent last time and wipe out humanity in revenge. (Reborn)

Over 1,000 years ago,[1] the Espheni came into conflict with the first race they would engage in large-scale warfare, a race known as the Dornia who were located within their own galaxy. Ultimately, the Espheni appeared to win the initial conflict, resulting in the enslavement of a large amount of the Dornia species and their conversion into the first Skitters via harnesses. The Dornia model would later serve as a blueprint for other enslaved species to become Skitters. The Espheni were then driven from their home galaxy by the surviving Dornia through a combination of biological warfare resulting in a large amount of fear of the Dornia arising amongst the Espheni, and as a result they were pushed into the Milky Way Galaxy, and would continue to be relentlessly pursued, forcing them to attack/conquer any world they came into contact with in order to gather resources to fuel their war machine.

As the Espheni continued to invade planets and enslave multiple species, they eventually came across a planet inhabited by the advanced Volm, proceeding to invade and conquer the planet in a short amount of time. The Volm then evacuated most of their race from the planet in time and engaged the Espheni in a drawn-out war across the galaxy. The Espheni traveled to many different planets in order to find and destroy their new enemies. The Volm pursued Espheni forces attempting to liberate conquered planets as revenge, eventually allowing them to end up at Earth again due to the two endless conflicts they fought.

It is revealed several months after the invasion that the Overlords are the apparent masterminds behind the invasion of Earth. They are first seen by Resistance fighters of the 2nd Mass Tom Mason, Hal Mason and Cpt. Dan Weaver on a scouting mission in the city. Tom believes that the aliens are only now showing themselves because they believe they are safe and have won.

In the season one finale the Resistance is able to launch a powerful counterattack against the invaders. After discovering that Skitters and Mechs are linked through a radio frequency, they come up with a jamming frequency that they use to disorientate and repel an attack on the Resistance base. This leads to a mass retreat by the alien forces back to their tower in the city. Tom believes that they have managed to confuse and possibly even scare the aliens. Taking advantage of the retreat, Tom is able to fire a missile at a fleeing ship that crashes into the alien structure, causing significant damage.

As Tom and Weaver are returning to the Resistance meeting point, they are confronted by former comrade Karen who has been harnessed weeks ago. Approaching her cautiously Karen addresses Tom and says that the Overlords brought her here because they don't understand. An alien ship with an Overlord arrives and Karen explains that they did not anticipate such resistance from a less advanced race than their own. This has interested them and they now want to talk. Weaver and Tom are furious at this revelation that the aliens are only now acknowledging their victims when they fight back hard.

It is soon revealed that the aliens want specifically to speak with Tom, since his son is still under the influence of the Harness conversion process, due to it being removed too late. In exchange for going with the aliens Tom's son would be released from the process; with no other option Tom is forced to leave with the aliens, ending the first season.

At the start of the second season, Tom is revealed to be one of many the aliens have "invited" aboard their ships. After being detained for an unspecified length of time, Tom is brought before an Overlord to hear a proposition. Humans will be allowed to live in neutral zones in exchange for the surrender of the Resistance. Tom however sees this as nothing more than a prison camp, arguing with the aliens that their view of humanity as violent and savage is ironic when they attacked mankind in such a genocidal manner. Tom refuses to be relocated, and is released unarmed from the ship where a skitter and mech are waiting as a firing squad. Of the released captives, only Tom is allowed to survive by Red Eye, the rebel skitter's leader.

Red Eye soon reveals to the resistance that the Overlords invaded his homeworld 100 years prior to the invasion of earth where they ravaged the planet and enslaved the population, converting them into Skitters. However, in that time, some of the skitters had found a way to oppose the Overlord's control, rendering the harnesses useless. By the time of the Earth invasion a small resistance movement had arisen in the skitter ranks, who became more active after having been inspired by humanity's defiance in the face of extinction.

Fearful of their own slaves revolting, the Overlords attempted to recapture Ben Mason who had been in contact with the rebellion leader Red Eye. Their plan to capture him nearly succeeds, but is stopped by the arrival of the 2nd Mass., who manage to capture an Overlord. Unbeknownst to them, the Overlord is the sole military commander of the eastern half of North America.

The Second Massachusetts and the Skitter Rebellion unite and launch an attack on an unknown Espheni weapon site, where they know the Overlord will be. Invading the facility, the 2nd Mass is baffled when the weapon is aimed at the sky rather than at them, hinting at the arrival of the Volm.

Upon setting plastic explosives at the base of the facility, they are captured by a horde of Skitters and greeted by Karen. After being tortured by her, members of the Skitter Rebellion rescue them. Within the turmoil of the battle, the leader of the Skitter Rebellion attacks the Overlord and is killed. Their battle reveals the previosly unknown fact that the Overlords are either armed with a blade strapped to their wrist, or they possess a sharpened spike as part of their anatomy. As the Overlord is killing Red Eye, Tom grabs the staff used to torture them with and proceeds to engage the Overlord. The fight is very one sided, and is quickly over as Tom repeatedly smashes the Overlord's head. The strength of the Espheni species comes into question at this point, because the Overlord was capable of throwing Red Eye easily through the air, yet is unable to overpower Tom with a staff.

In the aftermath of the battle, pod-like ships rain down from the sky and one lands near the 2nd Mass. who are at this point back in Charleston. Inside, a new alien emerges and it is presumed that the Overlords tried to stop this race of beings from entering Earth.

After the Volm arrival, the Human Resistance, Skitter Rebellion, and the Volm destroy Espheni bases all along the Eastern coast of North America, liberating large swaths of land from them. To counter this, the Espheni place Karen in charge of all Espheni operations in the Eastern half of North America, replacing the previous Overlord. The Espheni also prepare to connect the Motherships across the world in a grid to slowly irradiate the planet, which would kill all non-harnessed life. Knowing that the Human Resistance and Volm will attempt to destroy a Mothership in one of four cities, they capture Tom and desperately try to extract the information from him, using hallucinations of a pre-invasion world to get him to reveal the location they plan to attack. However, Tom realizes what is going on and resists the dream.

After Tom escapes, the Volm and Human Resistance destroy the Boston Mothership with a Volm Weapon, taking out the grid and allowing a large Volm ship to land on Earth with reinforcements. The Espheni retreat to the Northern areas of the world, leaving most of the planet to the Volm and Humans.

The Espheni then attack the Volm refugees in the Alicante System of the Milky Way Galaxy, forcing most of the Volm to leave Earth to defend their race, leaving only a few recon teams on Earth. The Espheni then take back most of the planet, capturing human adults and placing them in ghetto camps across the globe. Large amounts of human children are seperated from adults and instead of being harnessed, are sent to re-education camps to be brainwashed into serving the Espheni.

The Espheni reveal their plans to mutate/skitterize Human adults into serving as a new front-line army against the great enemy that drove them from their home, who are approaching.[2]

As of "Shoot the Moon", the Espheni have become incapacitated as a result of the deaths of The Monk and Scorch as well as the destruction of their power core, resulting in all Espheni Ghetto barriers coming down and Espheni technology being disabled, and causing many to flee. Among the chaos caused by this, their ancient pursuers have finally arrived in the Solar System.

Following the destruction of their power core, all mechanized Espheni technology has either gone offline or has a significantly reduced amount of energy, an example seen when several mega-mechs attempted to attack the 2nd Mass but only were able to power themselves for a few seconds. Espheni aircraft and spacecraft in the vicinity of Earth has also been affected, resulting in numerous beamers crashing to Earth and several Overlords fleeing Earth. The Espheni, however, continue to maintain control of large sections of the planet and have begun regrouping.

All ghettos have also run out of power, resulting in their walls coming down, in turn resulting in a mass exodus by many human prisoners and a limit to their goal of human skitterization, as both the stationary and portable mutation devices no longer are able to continue processing humans and fresh harnesses appear to no longer work.

One Overlord whose beamer crashed to Earth from space attempted to hide out in a nearby high school close to the 2nd Mass stronghold at Chinatown and began taking control of the skitters and hornets immediately surrounding the area, plotting to either protect himself or attack the 2nd Mass. Whatever his plans, the 2nd Mass were ultimately influenced by the Dornia who led them to his location, where Tom Mason killed him.

Another Overlord began plotting to use the already skitterized humans to attack the resistance groups and use any remaining Espheni power to reproduce hornets and skitters, but was stabbed and captured by Hal Mason. The 2nd Mass used techniques to get inside the Overlord's brain, and destroyed the hatchlings which were reproducing the skitters and hornets. Anthony later murdered it when it was trying to use the Shadow Plane to communicate with other Overlords.

Despite several setbacks, the Dornia's arrival and the greater success of the resistance has forced the Espheni to begin construction of a as-of-yet unknown weapon which could turn the war back in their favor, while the Dornia have begun constructing their own unknown weapon to supposedly render the Espheni extinct.

Following the destruction of the Espheni power station, the 2nd Mass has begun a march on Washington, DC to defeat the Espheni once and for all, collecting other militia groups along the way. Recently, through the Shadow Plane, Ben Mason discovered that the Overlords served previously-unknown Higher Beings. The Dornia reveal to Tom Mason that this being is actually the Espheni queen who only comes to a planet when victory is certain. They supply Tom Mason with a weapon that when used in the queen's presence, will wipe out the Espheni. Using information from the Shadow Plane, its later determined that the queen is at the Lincoln Memorial in Washington, DC.

After discovering that the Espheni have erected a powerful defensive wall around the city, Tom Mason decides that instead of an all-out attack on the Lincoln Memorial, they will launch a surgical strike to assassinate the queen. While the other militias assault the wall directly and create a distraction, Tom and Colonel Weaver lead a small team to the Lincoln Memorial through the city's service tunnels. Tom is eventually separated from his team, but reaches the Lincoln Memorial alone. In the ruins of the Memorial, Tom and the Espheni queen come face to face and the queen explains the Espheni's history with Earth and why she wants humanity destroyed. When the queen starts draining his blood, Tom infects himself with the Dornia bioweapon. The virus passes through his blood into the queen, killing her. With the queen's death, all the other Espheni start dying and explode into ashes one by one, rendering the race extinct and freeing the Earth from their rule.


Overlords are tall humanoid bipeds with smooth gray skin, standing roughly twice as tall as a human and three times as tall as a skitter, though compared to a human their body is skinny and elongated. Their graceful gait indicates that they are able to move about easily in Earth gravity. Their overall features are somewhat fleshy and blubbery, though their proportions are quite skinny so they do not appear bloated. They do not have a very pronounced neck: while their head is fairly far away from their shoulders, powerful neck muscles smoothly transition from the torso to the head. The top of the head possesses a fairly rounded bullet-shaped point. Indeed, of their facial features only the eyes are particularly prominent, with well-defined eye sockets and seemingly mammalian eyes, spaced only slightly further apart than on a human.


Otherwise, they have very weak and poorly defined chins, small and difficult to observe ears, and a poorly defined nose. They actually don't have a "nose" so much as the forehead smoothly slopes down between the eyes down to the upper lip, which in turn slopes down their poorly defined chin into their "neck". They do possess four nostril-slits, two on each side of the head, but much higher than on a human. The small nostrils are located close to the inner corner of each eye. They do seem to have a normal vertebrate mouth, though it is made clear in Worlds Apart they are not capable of speech and are instead able to speak through humans telepathically and make grunts if pain is inflicted upon them. Overall, the upper body gives the vague impression of a humanoid dolphin; hence Pope's nickname for them: Fishheads.

Fallingskies skinnies

Two Overlords seen through Tom's camera.

The body itself is thin and elongated, but lithe and sinewy. They seem almost unnaturally flexible and graceful, willowy but well-muscled. They seem to possess the same general body plan as a human, just with different proportions (i.e. they do not have digitigrade leg joints, like the Mechs). While nearly twice as tall as a human, they have been observed "stooping" to move around in the hallways of human buildings, without too much trouble.Their arms are skinny and come down to their knees.

The wounding of an Overlord in Molon Labe suggests that their internal physiology is vastly different from humans, far greater than their outward appearance would suggest, as Anne was apparently unable to find a way to remove the bullet or stop the bleeding. Their blood is also blue, suggesting that the species uses hemocyanin - a copper-based protein - as the basis for their circulatory fluids (similar to Earth arthropods e.g. ants, crustaceans and arachnids), unlike mammals which use the iron-based protein hemoglobin.

This may also explain the inability to stop the bleeding in a wounded Espheni as species with a hemolymph system tend to simply fill their bodies interior with blood, bathing the internal organs directly with oxygen & nutrients via venous channels rather than having a developed system of veins & arteries, although it must be noted that hemolymphatic circulatory systems can exist.

The Overlords have incredibly advanced brains and are able to store unfathomable amounts of data in their heads. Consequently, they don't need or use computers. However, there is a drawback to this, as if an Espheni is killed all the information they stored is lost.

Overlord Blade

Overlord (Worlds Apart) prepares to battle Red-Eye.

Despite their frail appearance and their preference not to fight, the Overlords possess incredible physical strength and are more than capable of holding their own in a fight. This was demonstrated when the Overlord managed to break the heavy metal chains meant to restrain him by doing little more than standing up and swinging his arms. Later he took on Red Eye and mortally wounded him, albeit with his blade.  They are also capable of surviving injuries that would be fatal to others, shown when Scorch survives a direct hit from a flamethrower, and was giving orders almost immediately after.

As shown in Evolve or Die, the Espheni can communicate with each other via telepathy even if they are not in close proximity with each other, through some sort of psychic middle ground. It is possible that the Espheni possess a telepathic link with their technology, thus explaining their abundant use of biotechnology as it is their primary means of interacting with and controlling it.

In Door Number Threethe Volm tell the humans that the Espheni hatch from cocoons and that when they emerge from their evolution, they are at their most violent. Volm warriors have standing orders to kill any Espheni hatchling they come across. Espheni cocoons also generate great amounts of heat to ward off danger but can apparently sense when someone or something doesn't mean it any harm. As the Volm have orders to kill any hatchlings they come across, it is more likely the Espheni inside is defending itself.

According to Cochise, Espheni hatchlings are more violent than their adult selves. When disturbed, a single nest can rip through enemy warriors with ease. One disturbed nest once wiped out 11 Volm in seconds.

In Reborn, its revealed that the Espheni Queen has a connection to all the members of her species. As a result, infecting the queen with the Dornia bioweapon will infect the entire species and destroy them.


Little is known about the Esphenis' society and beliefs, but what the Overlord said to Tom in Worlds Apart is true, they find the notion of killing and oppressing one's own species morally disgusting. What is known about the Overlords is that they have no qualms when it comes to wiping out and enslaving other races by the billions, though this was revealed be a desperate tactic they use because of the fact that they are being pursued by an extremely dangerous alien race that they attacked and enslaved without provocation, and also due to their war with the Volm race, yet another species they attacked. They also appear to be somewhat arrogant, thinking little of humans and looking down on them. This arrogance may stem, at least in part, from their incredibly advanced intelligence. The Overlords appear to be a naturally calm species, seen when an Overlord shows little fear when Tom had a gun pointed at his head. They also seem to have a very cold outlook on life, viewing sentiment, compassion, and love as weaknesses. The Overlords also care nothing for their slaves, having been shown to be more than willing to kill them so as to make a point.

In Molon Labe, Karen speaks to Hal as he escorts her about how everything in the universe is interconnected from every star in the night sky right down to the smallest subatomic particle, and if you understand the web of connections you can make solid predictions, though there are always variables. It is unknown if this is an Overlord philosophy, but with Karen insisting the original Karen is long gone, the idea may be from the Overlords.

It is revealed in A More Perfect Union the Overlords have specific command sectors. The Overlord that was captured and later killed by Tom Mason was in command of all forces in "eastern North America". The exact borders of these command zones haven't been revealed.

Similar to interactions with humans, Espheni communicate with each other telepathically as well. Through unknown means they compress dirt to form a crystal which allows them to communicate over great distances. Scorch and The Monk communicated this way.

Scorch and The Monk also refer to each other as

Scorch, surveys the Charleston ghetto.

"geminus". Given that the term is Latin for twins it could mean that they are blood brothers, close allies, or of equal ranking in the Espheni hierarchy. (Evolve or Die)

Its eventually revealed that the Overlords themselves serve a queen. Given Cochise's surprise, this is not a well-known fact. (Stalag 14th Virginia) Its indicated by the Alexis clone that the Overlords see their queen as a living god. (Reunion)

Interactions with HumansEdit

Its revealed in Reborn that the reason the Espheni want the human race destroyed is 1,500 years ago the Espheni tried to conquer Earth. They were defeated by the humans of that time and the Espheni Queen's beloved daughter was killed. The queen also claims that the humans ate her daughter to gain strength. The invasion failed and humanity apparently created the Nazca Lines as a result. The queen swore revenge, determined to wipe out humanity to get revenge for her daughter's death.

The Overlords at first held little regard for humans as evident by the invasion, and if the harnessed Karen's words are anything to go by in "What Hides Beneath" they viewed humanity as vermin to be exterminated if they crossed paths. However, by the season finale they are intrigued by Humanity's resistance, surprised that a less advanced race has been able to hinder them to such a degree.

In the episode "Worlds Apart" an Overlord told Tom Mason that if humanity surrendered the Overlords would set aside special camps for humans to live in peace; this of course may have been a lie. Such camps would be analogous at best to the ghettos formed for Jews in Nazi-occupied Poland by the Nazi Germans during World War 2, or forcing Native Americans along the Trail of Tears to Indian reservations. This similarity is noted by Tom Mason in his rejection of the alien's proposal. The alien's retort is to refer to far more sudden but just as devastating events.

After the destruction of their Boston ship, the Espheni took a far harsher, direct stance on humanity. They established ghettos across the planet, not tolerating any dissidence. They also took to taking children, and instead of harnessing them, tried to gain their support through propaganda.

After the Espheni Power Station was destroyed, many of the Espheni Overlords fled. However if any were known to be close by, the 2nd Mass would hunt them down, like the Overlord hiding in Woodrow Wilson High School.

With the power core destroyed, humanity organized against the Espheni and marched on Espheni bases across the world. One important base was the Lincoln Memorial in Washington, D.C.. During a confrontation there, Tom Mason killed the Espheni Queen and rendered the race extinct.

Notable MembersEdit

It is hard to tell the Overlords apart at times due to the lack of individual identifying features. Although, they're are several type of suits that they wear, possibly for different features or tactics, or they could simply be design differences. Most of the body features are the same, skin tones are the most common thing to distinguish individuals. It's never been confirmed how many Overlords there were, but it was well in the hundreds.

Two Commanding OverlordsEdit

Two Overlords were seen observing and/or commanding three Skitters doing what appears to be a patrol mission in Boston. It's very likely these were the first Overlords seen by the resistance; though all that is known for sure is that they are definitely the first of their kind seen by the 2nd Mass. If they are not killed before, they died after Espheni Queen's death.

Overlord 1Edit

The Overlord was first seen in Season 1 making his first appearance in the episode "What Hides Beneath" when he arrived with a harnessed Karen at Sonya Rankin's apartment complex as he was searching for Tom and the others, in exchange for information the Espheni would take care of her. He was seen again in the season finale, "Eight Hours" exiting his airship with Karen as he tried to convince Tom to join him on the ship in exchange for information on Ben and the harnessing process.

A captured Tom is brought before the Overlord who makes mankind an offer of "Sanctuary" in exchange for mankind's surrender. Tom calls this little better than a prison camp and the alien reveals they have studied mankind's aggressive history. Tom asks why the aliens attacked since humanity was interested in peaceful contact when they came. The Overlord then lists mankind's violent history with disgust calling mankind primitive and inherently aggressive with the invasion being the best recourse, then demands Tom take the offer. Tom refuses before attacking the Overlord with a shock stick before being subdued.

Later in the season, in "Molon Labe", the same Overlord is taken prisoner by the 2nd Mass. A harnessed Karen starts negotiating for the Overlord's release and tells Tom Mason that the Overlord is the same one Tom spoke to in Worlds Apart. Tom eventually shoots this Overlord when he endangers Ben's life, wounding it. Anne does her best to patch the Overlord up, and the 2nd Mass leaves it behind with Karen.

It is revealed in "A More Perfect Union" this Overlord survived and began construction on an Unidentified Overlord Cannon. The 2nd Mass, given the location by the Skitter Resistance, was able to infilitrate the site. He later arrived with Karen, watching as she tortured several of the 2nd Mass members to discover how they were able to discover its location. Tom was just about to give in when the Skitter Resistance attacked, overwhelming the Skitters loyal to the Overlord.

After mortally wounding "Red Eye", the Overlord was killed by Tom Mason using an electric weapon to bash it several times in the head.


Introduced in "Ghost in the Machine", Scorch is an Espheni warrior and prison warden who oversees the Charleston, South Carolina Espheni Ghetto. In the beginning of Season 4, he has a particular interest in Tom due to his activities as the "Ghost". Unlike most Espheni, Scorch is seen wearing some form of distinct armor, and seems to possess wrinkles, implying possible age. He also oversees the new project which involves the mass mutation of human adults into humanoid skitters. After the establishment of the ghettos, Scorch is seen observing a human graffiti the image of the vigilante, Ghost (Tom Mason), on the wall. He then issues a message calling for the the vigilante to be captured, before warning that if he is not, the humans in the ghetto will be completely exterminated. In the "The Eye", Scorch and Tom engage in a conversation aboard Scorch's ship where he reveals the existence of the Great Enemy to Tom and demands Tom cooperate with the Espheni in order for his family to be spared from mutation. In the third episode, Tom meets with Scorch and uses a flamethrower to melt half of Scorch's face, earning him his characteristic scars. This incident causes Scorch to have a personal vendetta against Tom for the rest of the season after Tom and the 2nd Mass escape from the Ghetto. Scorch personally takes part and commands a large Espheni attack on the 2nd Mass stronghold at Chinatown, resulting in the 2nd Mass being reduced to nearly a fourth of its original size at the beginning of the season. He is eventually killed in the season finale by Tom using a Volm synthetic poison during Tom and Lexi's mission to destroy the Power Core.

The MonkEdit

Introduced in the "The Eye", The Monk appears to be the Espheni equivalent of a scientist or "monk" and is Scorch's brother. This Overlord is heavily involved with Alexis' hybridization and overseeing her development process into a weapon.  Alexis has called him her (Espheni) "father" which correlates with a scene where he is connected to Anne, into Lexi, with an alien umbilical chord. In a scene where he communicates with Scorch through a 'fire gem', he is pleased with Alexis' development as a weapon of great power. He has a noticeably different wardrobe from past Espheni warriors. He wears some kind of robe similar to what a monk would wear. He is eventually killed by his own creation, Lexi, shortly after she discovers a plot by him and Scorch to kill her to prevent her from defecting to the humans.

Overlord (Find Your Warrior)Edit

Introduced in "Find Your Warrior", this Espheni was in charge of a large beamer in space which crash landed into Earth near Chinatown after the Espheni Power Station was destroyed, and ended up stranded in Woodrow Wilson High School. This Overlord was identified when skitter's ambushed team Charlie of the 2nd Mass, killing one member Scotty, and Cochise confirmed the only way they led an ambush was through an Overlord, in a radius of 5 miles. When the 2nd Mass stormed the high school, Tom Mason found this Overlord. The Overlord tried using his son Ben Mason as leverage, however fails and a savaged Tom shot the Overlord multiple times, killing him instantly.

Overlord (Hatchlings) Edit

Introduced in "Hatchlings", this Epheni was a commander. After the destruction of the Espheni power core on the Moon, this Overlord was tasked with creating a new breed of skitters and Black Hornet's from scratch. His plan is failed and he is killed by Anthony.

Overlord (Everybody Has Their Reasons) Edit

Introduced in "Everybody Has Their Reasons" This Espheni was one of the hundred Espheni left on Earth. He acted as the handler for the clone of Katie Marshall. In the next episode "Stalag 14th Virginia" this Overlord brings Katie Marshall to the woods to speak. This Overlord talks to Katie briefly, and after she leaves the Overlord is attacked by Daniel Weaver and strangled to death. His body is later taken back to the naval base and burnt.

Espheni Queen's daughterEdit

1,500 years ago, the Espheni Queen's daughter led an invasion of Earth. The invasion failed as the humans of that time were stronger than the Espheni realized. The queen's daughter was killed and the queen claims consumed by the humans to gain strength. The invasion was repelled and the queen swore to wipe out humanity in revenge for her beloved daughter's death, leading to the Invasion of Earth in the present.

Espheni QueenEdit

Queen of the entire Espheni race. The queen ordered the two invasions of Earth, the second one in revenge for her daughter's death. After she felt Earth was conquered enough, the queen herself came to oversee the following occupation. In the ruins of the Lincoln Memorial, the queen came face to face with Tom Mason and explained the Espheni's history with Earth. As the queen drained Tom of his blood, he infected himself with the Dornia bioweapon. The virus passed from his blood into the Espheni queen, killing her. When the queen was killed, her race died with her due to a biological connection between the Espheni and their queen causing the virus to pass into them as well.

Used TechnologyEdit

Behind the ScenesEdit


Early version of the Overlords which was previewed on the official website (top) versus the finished version which actually aired (bottom).

  • When the new bipedal aliens which came to be called Overlords were first introduced in episode 1x8 ("What Hides Beneath), the Falling Skies official website ran video clips of them. Due to some sort of miscommunication or delay with the marketing department, these clips appear to be of an earlier concept design, possibly just placeholder CGI.
  • This earlier artwork depicts them being roughly shorter, but with a more masculine look, covered in blocky armor, with thin rounded Grey alien heads. The chosen version which actually aired is much more taller and amphibious in appearance.
  • In Season 1 & 2, the movements of the Overlords were created by actors using computerized motion capture. In Season 4 the production team chose to go with practical suits mixed with computerized motion capture due to more of an onscreen presence in the season. [3]


  1. Falling Skies: Planetary Wafare
  2. The Eye
  3. Falling Skies app, Molon Labe
Community content is available under CC-BY-SA unless otherwise noted.