The Babylon Project

A "cyber-zombie" stalks Talia Winters on board Babylon 5.


Regular Cast[]

Special Guest Starring[]

Guest Starring[]



Cast Notes[]



Captain Sheridan goes over some of the day's events, delegating much of them to Commander Ivanova.

Meanwhile, Talia Winters meets an old friend, Taro Isogi, and a representative of the Mars Provisional Government, Amanda Carter. Isogi is there to help expand FutureCorp in a plan that will help lead to an independent Mars. Winters is there to moderate the negotiations between Isogi and Carter.

On Earth, beneath the San Diego Wastelands, a woman oversees the commencement of a certain operation. On Babylon 5, in a secluded cargo bay, a large cargo container suddenly springs open – and a human hand reaches out.

Act I[]

Captain Sheridan is contacted by Senator Elise Voudreau, who tells Sheridan about the meeting between Isogi and Carter. Voudreau suspects that FutureCorp may be planning to finance another armed rebellion, as Carter is an outspoken advocate of Martian independence. Sheridan insists there is nothing he can do without proof, as his jurisdiction does not include to civilian negotiations. Voudreau encourages him to keep an eye open nonetheless.

The negotiations progress well. Isgoi's plan is for Mars to become fully independent within 10 years by reaching out to alien worlds to build up their infrastructure. He explains that Babylon 5 contains representatives from all the future partners they could get. The meeting recesses until the following day. Afterward, Winters confesses she has doubts about the plan as well, and Isogi suggests she share them with him over dinner.

Sheridan joins Ivanova for a bite to eat in the Officers' Mess Hall. They discuss the negotiations he has been conducting with the Tikar. He tells her the story about how he was the first one to make contact with the Tikar.

That evening, as Winters escorts Isogi through Red Sector, they are approached by a human. After declaring "Free Mars!" in a stern tone, he grabs Isogi by the throat while knocking Winters to the floor. A violent electrical discharge ensues, killing Isogi. The assassin then turns to her. She sees a telepathic flash which stuns the assassin momentarily. He then walks off without harming her.

Winters discusses what happened with Captain Sheridan and Michael Garibaldi. She explains that when she scanned the attacker, she did not sense any emotion at all, just one single image that she could not clearly make out. She denies any suggestion that Isogi was involved with any violent action on Mars in any way. Garibaldi, just arriving, escorts Winters back to her quarters. Along the way, he tries to cheer her up. Initially she dismisses him as simply trying to hit on her again, but eventually relents when she realizes he is just trying to be a friend. Garibaldi promises they will find Taro's killer.

The assassin accesses a Babcom terminal in the Zócalo and presents a covert password. The usual display is interrupted, contacting "Control" instead. It requests mission data, so he removes a false human skin-like glove, revealing a cybernetic prosthetic hand beneath, and, via index finger, uplinks to the terminal his recording of Isogi's murder and Winters' image. The Control identifies Winters as a possible obstacle and orders the assassin to eliminate her before proceeding to the next phase – "phase II".

Act II[]

Sheridan discusses Talia Winters with Ivanova, though her response surprises him. She tells him Winters can be trusted, but warns that she is very loyal to Psi Corps. Sheridan then goes to meet Carter about her meeting with Isogi. He informs her about his murder and the mention of "Free Mars." Carter is shocked and confused about this. She promises to help Sheridan, saying that Isogi was Mars' best hope.

The Captain then goes to see Garibaldi, who discusses Isogi's autopsy. The report indicates that he was hit by a massive electrical charge via a humanoid hand, but something way more powerful than a Slaver's glove. Garibaldi concludes this is way more advanced than anything Free Mars could have, but is puzzled about how something requiring such a huge amount of energy could have gotten aboard the station undetected. Sheridan has his own suspicions, but decides to keep them to himself for the moment.

Winters is being escorted by a security guard when the assassin suddenly appears. He kills the guard and chases her down, holding her against a wall. He reaches for her with his cybernetic right hand, again declaring "Free Mars!" Winters again is able to scan him, this time seeing the memory more clearly: she sees an Omega class destroyer firing on him. The scan stuns the assassin momentarily, allowing her to run away. He seems confused, wondering what has been done to him, then wanders off in the opposite direction.

Act III[]

Winters goes over the attack with Captain Sheridan. She explains the memory and insists that it was the memory of his own death – the killer seems to be reliving the moment of his death as the only memory he has. Garibaldi enters with good news: Winters was able to pull some hair off the killer, enough for them to identify him. The killer is Abel Horn, one of the leaders of Free Mars, but according to Earthforce records he was killed when his ship was fired upon by the EAS Pournelle. Winters realizes that is the image she saw (him being fired upon). Sheridan orders her put into protective custody immediately.

Abel Horn surprises Carter in her quarters. She clearly recognizes him, and is familiar with how he is supposed to be dead. He explains that after his ship was destroyed, he was found by another member of Free Mars and patched up by an alien doctor. He denies killing Isogi, saying that he came to the station to see her. He asks her to help him get back to Mars. She refuses, saying it cannot be found out that she was once a member of Free Mars. Horn hints at a blackmail attempt, but she dismisses it. He then reveals his prosthetic cybernetic hand, but then suddenly begins to have violent spasms. He begs her to help him, asking her to get Winters, believing she knows what happened to him.

Garibaldi goes over Winters' security precautions. She invites him to join her for some tea. They talk about their lives growing up. Garibaldi explains that he learned everything he knows about security from his father. Winters talks about growing up in the Corps since the age of five. Garibaldi is eventually called away to meet Sheridan in his quarters. After he arrives, Sheridan shows him some information about a "Project Lazarus," an experimental cybernetic program dating back to the 2230s. Sheridan explains that project used corpses, recently deceased individuals, hardwired with cybernetic implants. He believes that Horn could be the product of such a program. If it's true, Sheridan believes they will be able to locate him.

Carter watches Horn sleep in her quarters. She decides to contact Talia.

Act IV[]

Carter invites Winters to join her in her quarters. She agrees to meet her. After Carter hangs up, Horn awakens and knocks her out.

Sheridan explains his plan for tracking down Horn: according to the files, the power source operating Horn would be emitting a low level radiation they should be able to track. He leaves Sheridan to it, going to escort Winters to Carter's (along with Zack Allan and a team of guards). They do not go inside with her. Winters enters and finds Carter unconscious, and then is seized from behind by Horn. He demands her to tell him what he is, to tell him what the memories in his head mean. She scans him again, and this time she sees more than just his own death. She sees him being operated on, turned into what he is. Present at the operation is a female Psi Cop.

Sheridan completes the scan and pinpoints Horn's location. He links Garibaldi and tells him to get inside, but orders Horn is to be taken alive. Garibaldi and his team storm the place. Horn holds Winters as a shield and gets the guards to put down their guns. He picks up Garibaldi's PPG. Sheridan arrives, beckoning Horn to work with them. He lets her go, but enraged about what has been done to him, he takes a shot at Garibaldi (but misses). Sheridan draws down and shoots Horn. Upon scanning Horn's body, Allan detects some kind of energy build up. They all evacuate and moments later the body explodes, obliterating all traces.

Carter is treated for minor injuries in Medlab. She apologizes to Winters for what happened. She confesses that she used to belong to Free Mars, and that she was in a relationship with Horn back before the organization was a terrorist group. She left when they became violent and did not see Horn before now. Sheridan agrees not to say anything about her connection to Free Mars (thus preserving her political career) if Carter agrees to continue on with Isogi's plan.

Privately, Garibaldi chides Sheridan for this, believing Carter an accessory to attempted murder. Winters insists, however, that Horn was not trying to kill her. She tells them about the memory she saw in Horn's mind, but specifically denies seeing anything she recognized.

Act V[]

Garibaldi goes to see Sheridan in his office. He asks Sheridan how he knew about the Lazarus Project. Sheridan explains that as a hobby (of sorts), he collects "secrets." He suspects that Horn was part of a black bag outfit: rumors of a such a secret organization operating illegally within EarthGov have been circulating for years, an organization called Bureau 13. He believes that this organization planned for Horn to infiltrate Free Mars as a double agent.

Beneath the San Diego Wastelands, the Psi Cop whom Winters envisioned converses with the unseen "Control," who states that the mission was only partially successful and that Horn was destroyed. She orders "Control" to follow up and ensure that Bureau 13 is not in jeopardy.

In her quarters, Talia pulls up the identity of the Psi Cop from her visions – the computer finds a match, but the individual is listed as deceased.

Memorable Quotes[]

"You're either insane or very brave."

Amanda Carter

"These are volatile times: practicality is more important than principles."

Senator Voudreau


  • First appearance of Zack Allan. It is later established that he started working for Security shortly before Commander Sinclair was reassigned.


  • The comic book, Shadows Past and Present takes place prior to this story.
  • Amanda Carter and her great-grandfather John are nods to the "John Carter of Mars"-Novels by Edgar Rice Burroughs. The John Carter of B5 volunteered to pilot the first Colony Ship to Mars.

Behind the Scenes[]


  1. JMS post on GENIE - 7/28/1994 5:51:00 PM
  2. The Official Babylon 5 Magazine: Issue #21 (March 2000) - Page 42 ('Larry's Touch: An Interview with Larry DiTillio')

External Links[]

Episode guide page for A Spider in the Web at the Lurker's Guide