"What Hides Beneath"
Season 1, Episode 8
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Episode 8
Air date July 31st, 2011
Written by Mark Verheiden
Directed by Anthony Hemingway
US Viewers 4.31M (US)
Episode Guide
"Sanctuary (Part 2)"
Cast Guide
Noah Wyle as Tom Mason
Moon Bloodgood as Anne Glass
Drew Roy as Hal Mason
Jessy Schram as Karen Nadler
Maxim Knight as Matt Mason
Seychelle Gabriel as Lourdes Delgado
Peter Shinkoda as Dai
Colin Cunningham as John Pope
Connor Jessup as Ben Mason
Will Patton as Daniel F. Weaver
Also Starring
Bruce Gray as Uncle Scott
Dale Dye as Jim Porter
Blair Brown as Sonya Rankin

"What Hides Beneath" is the eighth episode of Season 1, and overall the eighth episode of Falling Skies. It was written by Mark Verheiden and directed by Anthony Hemingway. It first aired on TNT July 31st and drew 4.31 million US viewers.

Plot SynopsisEdit

The 2nd Mass prepares to take the fight to the invaders with an assault on one of their bases. But Weaver’s increasingly strange behavior worries Tom that he might not be fit to command. Hal and Tom encounter a left-behind woman (guest star Blair Brown, Fringe) who employed a suspicious means of surviving the invasion, making it unclear whether they can trust her.


Tom wakes Weaver up from a nightmare to remind him that Commander Porter is back at base camp to meet with the 2nd Mass. The commander commends Tom and Weaver for keeping the troops in good spirits, despite all the in-fighting that occurred from Terry Clayton's attempt to trade the 2nd Mass children for his own group's safety.

Porter is worried about a distracted Weaver, who seems distant and sleep deprived. The soldier ignores his commanding officer's comments and instead wants to find out what's the latest news with skitter movement. Porter says they've noticed the aliens moving their attention to the large structures located throughout the major cities. He believes a potential new offensive attack is in the works, and this time around, the resistance isn't waiting around to see what happens -- in four days, the fighters will launch a coordinated attack on the structures.

Outside the school building, Hal looks for Ben. He finds his younger brother jumping rope, which he discovers Ben has been doing for almost three hours. Ben doesn't even look like he's a broken a sweat, which concerns Hal.

Porter wants Tom to take a scout into the city tomorrow and find out what type of movement and action the aliens are making in regards to the structure. This recon mission is especially important since the 7th Mass is gone and no one has heard from the 4th and 5th. Things aren't going too smoothly for Weaver's troops, since the 2nd Mass is having problems building explosives to help take down the structures.

Porter meets Pope, who tells the commander that he knows about demolition work. Nobody really trusts Pope, but since he came back to rescue the children, he has that working in his favor. Meanwhile, Weaver catches Ricky in the medical ward. He's going through art therapy, and one image attracts Weaver's attention. Porter doesn't want Pope anywhere near the actual explosives, while Rick lets Weaver take the drawing with him.

Later that night, Weaver is curled up on a couch but unable to sleep. He takes some sort of medication and glimpses back at Ricky's drawing, which features a bunch of houses in what seems to be a neighborhood.

The next day, Pope comes into Scott's lab and balks at the explosive plans. As he goes through the different items in the room, he notices parts salvaged from old Mechs. Scott wants to experiment with the piece, which suddenly sets off the Mech part to fire at the wall, scaring Matt.

A shaken Matt tells his dad that Pope knows how to kill skitters, but his father still wants him to stay away from the criminal.

A few moments later, Tom asks Hal and Dai if they've noticed Weaver acting oddly. Unfortunately, Weaver overhears the conversation and doesn't appreciate Tom's observations. He decides to replace Dai's spot on the scouting mission and believes he can better assist the team since he has a background in construction.

Back in the medical ward, Dr. Glass wants to have a follow-up with Ben. He asks if the harness scars will eventually go away, but she can't give an exact answer since he and Ricky were harnessed much longer than the other children. She tests his pain threshold around one of the harness needles, and Ben has no physical reaction. Rick doesn't seem to be readjusting as well as Ben, so the young man offers to befriend Rick and get him to talk.

On the scouting mission, Weaver, Tom and Hal investigate the large structure being developed in the city. Weaver notices that the aliens are using Earth materials -- steel, copper wire, scrap metal. He believes that the structure is penetrable. At the south base, the surprised men notice large, tall, slender humanoid creatures whom skitters seem to bow down to. This is a new being they've never seen before.

The men discuss what these new beings mean to the invasion, and why they're just appearing now. The trio spot one of these creatures roaming an alleyway, but suddenly hear a woman's voice. She finds out that they're part of the resistance and comes out of her hiding spot.

Sonya Rankin has been in the city the entire time during the invasion, alone. She invites the three members of the 2nd Mass to her hideout, but they're not sure if this is a trap or a distraction. They decide to trust Sonya, although Weaver keeps watch outside the building.

Back at base camp, Matt asks Pope how he knows so much about bombs. They start a conversation, and the boy tells Pope how he wants to be brave but his fear always seems to take over. The criminal tries to reassure the kid that the Mechs are just "hunks of junk." Matt notices that the Mech bullet looks like a man-made bullet -- and it turns out that it is. Pope says the aliens raided our armories then replaced the slug with Mech metal, a much stronger material. Matt innocently suggests that we humans could use the alien bullets against their own makers.

Ben tries to make small talk with Ricky, who seems to have lost most of his humanity. Rick doesn't seem to miss his father, and says that even though the harness has been removed from his back, the skitters haven't abandoned him. Or Ben. Being grouped with Rick triggers Ben's defensive side, and he says that he hates the skitters. Rick tries to reassure the other teen, saying that the skitters will come back for them. This just seems to make Ben feel worse.

In the city, Sonya treats Tom and Hal to a cup of tea. Her polite demeanor and clean appearance almost make you forget that there's a war going on outside her walls. Tom questions how Sonya has made do for so long, especially since the surrounding food stores look empty. She pretty much ignores his comment and instead, talks about how much fun her family used to have in this quaint apartment building.

She says that the aliens took her and many of her friends and family to a camp, but they eventually let her go. She says that she talked to them, through the harnessed children, and they don't want any of us humans left on Earth. The two men hear a noise and run outside to check on what's happening -- turns out that Weaver has his own agenda. He steals one of the bikes (and incapacitates the remaining two) and heads off somewhere unknown.

Tom and Hal try to fix the bikes and catch up with their commanding officer. Sonya just wants to know if the men are coming back.

At base camp, Glass trusts Lourdes with a very big secret -- she kept the skitter that Weaver shot a few weeks earlier. She believes understanding and studying its anatomy could help in the fight to destroy the invaders. She examines the corpse with Lourdes and analyzes the creature from the inside out. The two women continue to dissect and notice something startling -- a harness. Perhaps this creature was once something else?

That night in Boston, the Masons ride through the streets and head to Weaver's old neighborhood. Tom orders his son to stay watch in case things go south, so someone can return to Porter and provide the recon photos and route. Tom enters the home where Weaver's bike is sitting out front. The place is dark, quiet and covered in blood.

Finally, Tom spots Weaver taking a swig of alcohol in one of the rooms. He shares some information about his life -- that he and his wife had grown apart much earlier than the invasion. He says that Ricky drew his exact house and becomes paranoid that the aliens have been trying to get at him the entire time. However, Tom doubts they can read our minds, and then asks about the blood inside. Weaver says he returned to the house after the bombs first struck and found his former wife's fiancé badly injured on the floor. His youngest daughter, Sophia, was captured by the skitters, while Mechs opened fire on the rest of his family. He went after Sophia and saw her harnessed, working on a site. He took her home and tried to remove the harness, which ended up killing her. It seems that he's tortured by the ghosts of his family. Weaver says he was happy for Tom and Mike when they retrieved all those harnessed kids, but it was all too late for him.

Weaver says that he will sleep in his own bed tonight, but Tom can't let this happen, not three days from the attack with so many lives on the line. The sound of approaching Mechs prompts Tom to start moving, but he refuses to leave Weaver.

As Hal runs for safety in a playground, Weaver and Tom prepare for the attack from inside Weaver's house. The two work together to destroy the Mech. They find it suspicious that the robot knew exactly where to find the trio and believe Sonja leaked their whereabouts to the aliens. Looks like Weaver is back in the game.

They return to her apartment and try to set a trap. A voice from outside her front door asks Sonya if she knows where the men went. She plays dumb since the fighters are standing right next to her. Something in the harnessed human's voice sparks Hal, so he takes a look through the peephole to see who's talking. It's Karen, his former girlfriend who was kidnapped and harnessed a few weeks earlier. He wants to rescue her, but Tom tells his son this isn't the time. When Tom looks back through the door, he sees that Karen isn't alone -- she's escorted by one of the human-like creatures. The two eventually leave.

Later, Weaver confronts Sonya about how she sold them out. She says that Karen promised her that the aliens would bring the fighters back to her, so she wouldn't be alone anymore. It seems that this isn't the first time Sonja has sold out her own kind to the aliens. The only solution is to take her with them, so she doesn't continue this duplicitous behavior, but Weaver believes it's better to let her stay. She's a broken woman who is stuck living in the past. They give her false information, in case she decides to share it with the aliens.

Back in the medical ward, Lourdes suggests they share the information about the skitter harness. Anne doesn't think this is a good idea; people will be terrified of the harnessed children and what they may become. She does believe that Tom should know about the potential of losing Ben, again.

The men return and Tom believes they should divulge most of what happened in the city to Porter, but leave out the part about Weaver's breakdown. He asks his commanding officer what made him decide to keep fighting and continue with the 2nd Mass. Weaver says it all has to do with the glasses he found inside his house. They belonged to his wife, and he thinks that she may have come back and left them in the house. It offers him hope that she's still alive.

Outside, Pope wants to present something new to the entire group. He takes a shot at Mech armor and the bullets barely make a dent. However, he takes another bullet with a Mech slug and loads it in the gun. He offers the first shot to Matt, but Tom won't allow it. Pope takes the shot instead and this time around, the Mech armor is destroyed. He says that by melting down the Mech metal, he can produce more bullets that actually have a chance of causing real damage to the alien invaders.

The only person that doesn't look happy about the demonstration is Rick.

Other CastEdit



Significant EventsEdit

  • Colonel Jim Porter reveals that all across the field, the Skitters are pulling back to their Motherships. In response, there is a planned coordinated counterattack in four days to destroy the ships.
  • Rick Thompson continues to show a dissociation with humanity. While the other de-harnessed kids have lost their spikes, he and Ben continue to have them. Rick tells Ben that even though the harnesses have been removed, the Skitters are not done with them.
  • Having spotted hardened skin around Ben's spikes, Doctor Anne Glass and Lourdes Delgado perform an autopsy on a Skitter killed by Daniel Weaver. Inside the body, the two discover a harness, revealing that the Skitters were once something else before they were mutated. It also indicates that they themselves are under the control of another force.
  • Tom, Hal and Daniel Weaver perform a reconnaissance mission on the Boston Mothership in preparation for the attack. They spot Skitters being commanded by creatures that Tom realizes are the true power behind the Invasion of Earth.
  • While making their way across Boston, the team encounter Sonya Rankin, a woman captured and released by the Skitters who is in possession of a surprising number of resources.
  • Weaver, after seeing a picture Rick Thompson drew of his house, becomes paranoid and takes off to his former home. Weaver reveals to Tom the events surrounding his family's death and intends to stay at his home to die.
  • Following an attack by a Mech, Weaver gains new hope after finding his wife's glasses.
  • Sonya is revealed to be a collaborator, working with the Skitters in exchange for supplies to maintain a semblance of her old life.
  • While at Sonya's, Hal discovers that Karen Nadler has been harnessed. She is seen with an Overlord.
  • After a suggestion from Matt Mason, John Pope creates Mech Bullets that give the 2nd Mass an effective weapon against the Mechs for the first time.


  • This episode takes place about three weeks after "The Armory" and "Prisoner of War". Pope comments that his taking Tom's team hostage was "so three weeks ago" and its stated that Karen Nadler was captured three weeks before.