"Sanctuary (Part 2)"
Season 1, Episode 7
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Episode 7
Air date July 24th, 2011
Written by Melinda Hsu Taylor
Directed by Sergio Mimica-Gezzan
US Viewers 4.07M
Episode Guide
Sanctuary (Part 1)
What Hides Beneath
Cast Guide
Noah Wyle as Tom Mason
Moon Bloodgood as Anne Glass
Drew Roy as Hal Mason
Maxim Knight as Matt Mason
Seychelle Gabriel as Lourdes Delgado
Peter Shinkoda as Dai
Sarah Carter as Margaret
Colin Cunningham as John Pope
Connor Jessup as Ben Mason
Will Patton as Daniel F. Weaver
Also Starring
Henry Czerny as Terry Clayton
Martin Roach as Mike Thompson

Sanctuary (Part 2) is the seventh episode of Season 1, and overall the seventh episode of Falling Skies. It was written by Melinda Hsu Taylor and directed by Sergio Mimica-Gezzan. It first aired on TNT July 24th and drew 4.07 million US viewers.

Plot SummaryEdit

Hal takes the lead fighting an unexpected threat against the children of the 2nd Mass. Anne has her hands full when Sarah goes into labor while the 2nd Mass base is being evacuated. Henry Czerny (The Tudors) guest stars.


For the kids of post-invasion Earth, it's tough to retain any semblance of normalcy. That's why a pickup soccer game between the children from the surviving resistance groups is a sight for sore eyes. However, upon closer examination, we see cracks in the seemingly innocent game.

First, Jimmy, one of the youngest fighters from the 2nd Mass, hesitates to pass the ball to his teammate, Ben Mason. Ben's harness scars and inconsistent behavior are a reminder of the alien threat -- and some people, like Jimmy, don't fully trust these rescued kids. Second, Tessa, a girl from the sanctuary, has a quick talk with her father during the game. He notices that she has developed a crush on Hal, but he warns his daughter that she shouldn't get too close -- the 2nd Mass kids have a specific purpose for being here. Yet the secret hasn't fully been revealed to us.

Back at base camp, the 2nd Mass is preparing for a possible skitter attack and evacuation. Weaver forgets that some civilians, like a pregnant woman named Sarah, might have a difficult time making the move. She asks the commander if he has any kids of his own and he says two daughters.

At the sanctuary, the food situation seems a whole lot better than base camp. The group even has fresh produce. Terry Clayton returns from his supposed scouting trip and tells Mike that his friends on their way and there's no sign of skitters. When Mike questions this group's cushy lifestyle, Terry responds that they haven't lost their edge, and they'd still be able to quickly evacuate if need be.

Terry and Tessa's father go out to a hidden barn, where their prisoner, John Pope, is being held. Pope was forced to give up important information about the 2nd Mass, which allowed the resistance fighters to offer their trust to an immoral source, like Terry. This soldier knew how to prey upon the weaknesses of Weaver and Tom, which pretty much brainwashed the men into handing over their children. It is now obvious that Terry will do just about anything to survive the invasion, including betraying fellow humans.

Pope wants to know what will happen to him, but Terry doesn't seem too concerned about his prisoner's safety. After all, Pope was the one who broke into the sanctuary supply shed and stabbed Tessa's uncle. Terry casually leaves Tessa's father to "clean up" the Pope situation, but it seems a bit premature. That's because Pope has already slipped out of the ropes that were binding him. He knocks out the father, but decides not to kill him. As he escapes, he notices two dead bodies behind the barn -- men from the 2nd Mass.

The 2nd Mass has no idea of the insidious behavior happening at sanctuary. Tom's frustration builds since they've received no word in 48 hours, seen no sign of the 3rd Mass nor the escorts. Weaver isn't happy that Tom is leaving to look for the kids, but he orders him and Dai to return to base camp by that night.

At the sanctuary, Ricky isn't behaving normally. It seems that Terry and Mike were friends at some point. At the dinner table, Ricky turns to Ben and asks him how he can eat "their" food. Mike is angry over his son's lack of manners. It seems the mood has changed for everyone.

After dinner, Lourdes spots a backpack belonging to Eli Russell, a child from the 2nd Mass whom Terry lured into the forest previously...

Upon walking the grounds, Hal notices the armed guard pacing the roof. He also runs into Tessa. He questions why her group doesn't have any patrols, to safeguard against skitters. He also shares a little more information about his life -- that this is the first time he's been separated from his father since the invasion began. She asks if he likes it here and before he has a chance to respond, Lourdes interrupts.

She secretly meets with Hal and Mike about the backpack she found. Mike was there when Eli and his parents ran away, so he suggests that perhaps Terry's team found it. Hal's suspicions are more on par with the truth -- the group seems more interested in watching the 2nd Mass children than looking out for incoming alien attacks. Mike isn't convinced; he needs more proof since he trusts Terry. And that's exactly what he looks for.

Mike breaks into the barn to investigate. He finds a pile of Eli's clothes, but not before Terry pulls a gun on him and forces him to listen to his side of events. He tells him how horrible it was to witness the 7th Mass be taken down, a relentless fight with only a few survivors. He says that one of the kids, a girl named Megan, fell behind and was taken by skitters. After that, the aliens left his team alone for a week. Terry describes the behavior as though the skitters were thanking them for Megan, for handing over one of their own.

The harnessed Megan came back with a message -- the skitters wanted kids. Terry explains that all these groups want to meet their quotas, and if they got enough children, they'd leave the rest of the group alone. So they devised a business plan -- exchanging kids for immunity. Mike stands in shocked, mute disbelief, ashamed of his former friend. Terry tries to appeal to Mike, thinking he'd understand because of Ricky.

Back at base camp, Sarah is going into labor. She asks Maggie to stay with her during the delivery, and divulges how she was going to be an awesome single mother. That is, until aliens decided to ruin her perfectly planned life.

Mike wishes the group could have known Ricky before the invasion, and what a good kid he was. He decides that it's time for the 2nd Mass to leave the sanctuary, with or without consent. Hal realizes that Tessa knew about the plan the entire time, and she alerts her father and the rest of the men that the sacrificial children are escaping. They run into the night with only an armed Mike staying behind to defend the group, while Hal takes Ricky and leads the rest of the children to safety. Before they leave, Mike tells Ricky how much he loves him. It seems like a suicide mission for Mike, but he'll do whatever it takes to protect the rest of the group. Mike is able to kill one of the fighters, but Terry sneaks up behind him. Terry tells Mike that the world is torn apart before there's the sound of a shot.

Meanwhile, Tom returns to camp and tells Weaver that the map Terry had left for the 2nd Mass is wrong. There's no 3rd Mass, there's no returning escorts and more alarming, there's no children. Now Tom doesn't trust anything Terry told the group, including his supposed orders from Porter. He's a desperate father searching for his missing kids, orders be damned.

The 2nd Mass children are in an unfamiliar area, exhausted and afraid. They stop to take a break in an abandoned house. Ben believes he should move on ahead of the group, since he's not tired and can move faster. Hal agrees with his younger brother and tells him to follow the highway, back to the school base camp. The two brothers split up and it's now on Ben to rescue the group.

Sarah's labor has come at a standstill, and Anne realizes it's because her baby is breach. The situation is serious since the doctor admits she's no OB/GYN or surgeon, which the mother-to-be could really use right about now. Weaver checks in with Anne and finds out about the breach baby. He tells the women that his first daughter was breach and he helped turn the baby from the outside, so he'd like to offer his help.

Tom and Dai are still on the motorcycles, looking for any clues of the missing children. He spots Ben on the road, and he tells his father about what's going on.

The men from the sanctuary have found Hal and children, and demand they give themselves up. Hal opens fire on the soldiers, as a distraction as Lourdes tries to escape out the back with the kids. As one of the men prepares to kill Hal, he's suddenly shot dead by Pope who engages in a gun battle to protect the kids. Pope is eventually shot in the leg and comes face to face with Tom, telling Tom he was trying to help keep his kids safe. Tom recognizes that its too dangerous to fight so many soldiers, disarms Pope and emerges to face Terry.

Tom walks up to the men and tells them that Porter is on the way and Pope is dead. He offers himself as a hostage to spare the lives of the kids. He tells them to come out of the house, and they all become prisoners of Terry's crew.

Terry's men escort Tom and the kids back to the Sanctuary where Terry orders the kids locked in the stable. Before one of the men can kill Tom, he's suddenly shot by Weaver who emerges with the 2nd Mass. After Weaver kills another fighter who takes aim at him, the 7th Mass surrenders. Asking what Tom intends to do next, Terry suddenly draws a gun and prepares to kill Hal but is shot dead by Tom before he can fire. Afterwards, Weaver doesn't care if the people from the sanctuary run or stay, but they're forbidden on pain of death to make any future deals with the skitters. He also refuses to take them back with them.

In the aftermath, its revealed that Tom sent Ben back to the school with Dai to get reinforcements and he led Weaver to the Sanctuary. Ben's actions gain him the respect and admiration of his peers who seem to finally accept him, particularly Jimmy who had been hesitant around Ben before.

At base camp, Sarah holds her healthy baby in the medical ward, right beside an injured Pope. Tom offers Pope a position in the kitchen, a non-verbal thank you for returning to save the kids.

Outside, the 2nd Mass offer a military funeral for Mike, who sacrificed his own life to keep his son and the other children alive. Tom says a few words in honor of his slain friend, and Ricky receives the folded American flag at the funeral. He tells Ben that its in mankind's nature to kill and that "we" would never do that. It seems that Ricky now identifies himself as part of the skitter race, instead of the human race. And with one chilling look, he tells Ben that he should feel the same way.

Other CastEdit




Significant EventsEdit

  • John Pope escapes Terry Clayton's custody and discovers that he has murdered the children's escort.
  • After finding Eli Russell's backpack, Mike Thompson learns the truth. Terry reveals that he has made a deal for immunity from the Skitters in exchange for handing over children to them.
  • Mike helps the children escape, but is murdered by Terry.
  • Tom grows suspicious of the way things are going and discovers Terry's lies.
  • As the children take refuge in a house, Ben departs alone to find help. He locates Tom and Dai and warns them of the situation.
  • The 7th Mass finds the house and engages in a gun battle with Hal aided by Pope. Tom surrenders to end the fight.
  • The 7th Mass returns to the Sanctuary to find the 2nd Mass waiting for them, having been led there by Ben. After Terry takes aim at Hal, he's killed by Tom. The 7th Mass is abandoned with a warning not to make any more deals with Skitters.
  • With the help of Daniel Weaver, Sarah successfully delivers her daughter Charlotte.
  • Previously isolated from his peers, Ben appears to gain a semblance of acceptance after helping to rescue the children.
  • At a funeral for Mike, Rick Thompson displays a complete dissociation from the human race, believing himself to be a part of the Skitter race instead.
  • John Pope is allowed to rejoin the 2nd Mass.


  • Not a single alien enemy appears in this episode. For the first time, the enemy is entirely human.