The Babylon Project

The Babylon 5 crew is presented with a new weapon with which to fight the growing Shadow threat. An official from EarthForce comes to the station to investigate Lt. Keffer's recording.



Guest Starring[]



Cast Notes[]



The damage from the core shuttle bomb is being repaired by maintenance bots. Sheridan meets Ambassador Kosh in the Zen Garden to ask where Kosh has been since the day he rescued Sheridan from the fall. Kosh replies that he has been resting in his ship, as being seen by that many people is a strain for a Vorlon. Sheridan wants to know why Kosh decided to save him, knowing that doing so would be a considerable risk. Kosh simply says it was necessary, a reply that Sheridan finds unsatisfying. Sheridan asks how they can be sure that Kosh is even the same Vorlon, considering that Kosh has come and gone to his homeworld many times, and aside from the one instance no one has ever seen his true form. Kosh tells him, "I have always been here." Again, Sheridan does not find this a satisfactory answer, but Kosh isn't particularly concerned.

Elsewhere, a Drazi ship helps an as yet unseen person escape a planet blockaded by defence drones, at the cost of his own life. The escaping ship is damaged a bit, and the occupant decides to divert all available resources – including all but minimal life support – to a singular goal: getting to Babylon 5.

Act I[]

Sheridan and Ivanova await the arrival of an unscheduled VIP. While Sheridan grouses, Ivanova attempts to cheer him up in her own way. The VIP is David Endawi of Earthforce Special Intelligence. Endawi says his orders changed suddenly, and he has a message for their ears only. The three of them head off for someplace more private.

Garibaldi brings the unconscious man from earlier into the newly renovated Medlab. During his triage examination, Franklin discovers a strange blue pin on the man's clothes. He briefly steps away to call Sanchez to do a full workup, but, by the time he turns around, the strange man is gone.

In the Zócalo, Londo Mollari waits for Morden. When he arrives, Mollari invites him to sit. Mollari then tells him that he would like to conclude their relationship, seeing as the Narns are beaten, and he believes that the Centauri can handle the rest. Morden mentions that there are other worlds to conquer, but Mollari insists on disentangling himself. Morden agrees after a long moment, and asks to meet in Mollari's quarters to finish settling accounts. Mollari asks if, then, Morden will go away, to which Morden chillingly replies, "For as long as you want."

Endawi has invited Delenn to the meeting with Sheridan and Ivanova. He plans to speak to all the ambassadors before he leaves, but he wanted to start with the Minbari since they are on good terms, and, as one of the older races, the Minbari are privy to some esoterica others my not be. What he has to show is the last recording of Warren Keffer's Starfury, which caught an image of the Shadow Vessel that killed him. The ESI research division has been studying it and are concerned. He asks why Keffer was out investigating in hyperspace, and Ivanova and Sheridan mentioned Keffer had a pet project of some sort that they had tried to discourage. Endawi then asks Delenn if she has ever seen a ship like this. She responds that this is the first time she has ever seen anything like this. After he leaves, Sheridan asks her if it's a Shadow. She says it is, and technically what she said was true – this was the first time she had ever personally seen one. She says that they are relentless and invincible, which Sheridan refuses to accept.

Act II[]

Lennier finds Delenn in the hallway. He says that someone has been looking for her. At first, she says she is busy, but when he shows her the blue pin from the man who escaped both Zagros VII and Medlab, she goes with him immediately.

Endawi meets with Mollari in his quarters. He happily offers Endawi a drink, which he declines because he's on duty. Mollari makes conversation, saying that the Centauri are always on duty, necessarily incorporating "the practice of joy" into their duties. Endawi then shows him the recording of the Shadow vessel, saying that, without further information, Earth is considering them a threat. He asks if Mollari has ever seen anything like them. With some wonder, Mollari says that he has, in a dream. He describes it as looking up into the sky on Centauri Prime, and seeing ships like that pass overhead – first a few, then enough to blot out the sun. As he talks, his tone changes to introspection and not inconsiderable dread. Endawi is not impressed by the dream and asks if that was all he had. Mollari apologizes for not being able to help and directs him to ask one of the others. After Endawi leaves, Londo stares for a moment, haunted.

Lennier and Delenn, cloaked, go to a bar in Downbelow to meet their contact. Soon, the man they are waiting for arrives with drinks for them. They don't recognize him, but he introduces himself as Marcus and asks for his pin back. He mentions that the pins are forged in white-hot flame, then cooled in three bowls: one of water and two of blood. When the wearer dies, the figures on either side of the large blue gem weep three tears: one of water, one of human blood, and one of Minbari blood. Delenn asks if he believes that, and Marcus answers by saying he no longer believes in miracles. He asks for her help, but the bar isn't a suitable place to talk about it. As they leave, they are noticed by two men, who follow. They are blocked by two more who attempt to rob them. Marcus brings out a Minbari fighting pike and starts a fight. Lennier is grabbed from behind, so Delenn takes the pike from Marcus and fends off his aggressors and one that was on Marcus. They conclude the fight very quickly and leave.

In Sheridan's office later, Delenn, Lennier, Marcus, and Garibaldi are waiting for Ivanova. Sheridan starts to explain about the Rangers, but Ivanova cuts him off, stating that the day something happens on Babylon 5 she doesn't know about is the time to worry. Marcus then explains why he came to Babylon 5. There is a Ranger training facility on the Drazi colony of Zagros VII, but it is behind a planetary blockade. Since the colony is remote and of little value, the assumption is that the Rangers are what the blockade is there for. Ivanova asks why the Drazi haven't done anything, and the answer is that the colony is of so little value that they don't have the resources to protect it and the other higher profile targets that the Centauri are going after. Marcus asks Sheridan to break the blockade long enough for the trapped Rangers to escape. Garibaldi points out that to break a planetary blockade, they'd need a warship and major ordnance, which Earth is very unlikely to provide. Marcus insists that if they are willing, there is a way. Ivanova reminds everyone that Endawi is still on board and will notice if everyone leaves. Sheridan refuses to abandon the Rangers, so he leaves Garibaldi in charge of keeping Endawi busy while they're gone.

Act III[]

Ivanova files a fake destination with C&C as they leave on a shuttle accompanied by a Minbari flyer.

In the station, Morden places a projector on the table and begins the discussion of terms of separation with Londo. He calls up a galactic map, and draws a line of fire sectioning off one arm of the galaxy for the Centauri. He says the Centauri can conquer all the worlds they like in that section – delineated in blue – and draws another line roughly through the center of the galaxy. The stars on that side turn red, leaving a small, unmentioned section of white stars between the red and blue. Morden states that the red stars belong to them. Londo asks what guarantee he has that their forces won't decide to turn around and attack the Centauri, to which Morden cheerfully replies, "None. We all know what promises and treaties mean, but as far as we're concerned, we have what we want." Londo takes another look at the map and agrees. He reiterates that now they go their separate ways and owe each other nothing. Morden agrees with one exception- he'd asked Lord Refa to capture a small world on the border of Centauri space for him. Londo is surprised at Refa's involvment, but Morden reminds him that he wanted nothing more to do with his associates, and Refa did not share the same opinion. Before he leaves, Londo asks Morden if he could see one of the ships his associates use. Morden deflects the question, and tells him to leave the blockade – of Zagros VII – intact but pull Centauri forces out of the area. Morden leaves, and Londo is visibly unsettled.

Ivanova asks what they're looking for at their destination, to which Marcus replies, "a beginning." When they jump back to normal space, they find an unfamiliar blue and white ship waiting for them, which Marcus calls the White Star, and gives Sheridan command.

Endawi, meanwhile, is upset that Sheridan and Ivanova are no longer available. Garibaldi tells him that they were called away on important business, and that he's not authorized to know what that is. Endawi asks why, since he's the head of security. Garibaldi asks what kind of security chief would he be if he let guys like himself know information he wasn't cleared for. If he doesn't need to know it, he tries not to tell himself, and doesn't let anyone else tell him either. Garibaldi suggests that Endawi talk to G'Kar, since he's already visited the other ambassadors. Endawi says that under the terms of the Non-Aggression Treaty, he can't have official contact with the Narns without Centauri approval. Garibaldi suggests he visit unofficially, and promises not to notice.

Sheridan's group tours the White Star for the first time as Delenn explains that it is a hybrid of Minbari and Vorlon technology. Among its other features, she mentions that it can make its own jump points. The bridge is staffed by members of the religious caste, since Delenn did not involve the warriors. She mentions that not all of the Grey Council even know about this project. Lennier offers to translate, since the crew does not speak English. The White Star sets out for Zagros VII.

Endawi shows G'kar the video of the Shadow ship, and G'kar is relieved someone is finally asking him about it. He shows Endawi the drawing of the same type of ship in the Book of G'Quan. He tells Endawi that they came to his world about a thousand years ago, before the Narns were spacefaring, and set up a base on the southern continent of their homeworld. The Shadows ignored the Narn, but G'Quan believed they were engaged in a great war elsewhere. He mentions that everything in the Book of G'Quan is copied precisely in every reproduction, so nothing is changed over the years. He confirms that the picture in the book is the same thing as the ship in the video. Endawi asks why such a powerful race would just vanish for a millennium. G'Kar says to all things there is a time, and perhaps this is theirs.

Ivanova asks Marcus how he got involved with the Rangers. He tells her that his brother joined, and originally Marcus didn't take that very seriously. His brother warned of a Shadow attack on the mining colony where Marcus worked, but Marcus didn't believe him. His brother was killed, but before he died he asked Marcus to continue what he started. They then arrive at Zagros VII. Sheridan begins the attack on the blockade, telling Ivanova to keep an eye out for Centauri warships. Sheridan is suspicious when none show up. Lennier says that they aren't picking up anything, but Sheridan wants to see the scans himself. A holographic dome descends, reminiscent of the one the Grey Council uses, and shows them the planet. Ivanova spots an anomaly – a Shadow ship near the planet's rings.

Act IV[]

Sheridan does not intend to abandon the Rangers, and continues the attack. Delenn is visibly disturbed by facing their ancient enemy for the first time. The Shadow ship engages, but the White Star evades. Delenn is astonished that they missed, and Sheridan concludes that they must not recognize this ship. The Rangers escape while the White Star keeps the Shadows' attention. Sheridan gives the order to activate the jumpgate, and Lennier asks why he doesn't want to use the ship's jump capability. Sheridan wants to keep that ability a secret for now. Delenn tells him they can't lose the Shadows in hyperspace, but he's counting on it. They jump, and the Shadow ship follows. Delenn reminds him that they can't actually fight that ship with their current capability, but Sheridan is not convinced of its invincibility.

Ivanova wants to know why he wanted to keep the ship's jump capability a secret. Sheridan asks her if she's ever wondered what would happen if you opened a jump point inside a jump point. Ivanova is horrified and says it's suicide because there was no way a ship could get out of the way before the gate exploded. Sheridan asks if the White Star could escape it, and Lennier responds that he doesn't know. He orders them to jump out at sector 45 – the gate for the dead Markab system. Nobody feels comfortable with the plan, but they trust Sheridan. They jump out, and as they're clearing the gate, Sheridan orders them to open another jump point. The gate crackles and turns white-gold with power as the Shadow ship is caught in an enormous explosion. Everyone on the White Star bridge is knocked off their feet as they are buffeted by the shockwave, but they manage to escape.

Act V[]

As Sheridan, Ivanova, Delenn, and Lennier return to the station, they are caught by a departing Endawi. He asks for an explanation of where they have been, what they have been doing, and why they filed a fraudulent destination. Sheridan and Delenn concoct a story about helping tow a disabled Minbari ship as a diplomatic favor to avoid embarrassment for the Minbari government. Endawi then leaves.

Back at Earthdome, Endawi gives his report to a female Senator. He concludes that no one knows the ship or where it came from, aside from rumors and myths from a thousand years ago. She thanks him for his work, and mere seconds after he leaves, Morden and a Psi Cop walk in. She is annoyed that they could have been seen, but Morden is not concerned. She reports that no one but the Narns seems to know anything. Morden is confident that the Narns as a threat have been neutralized. Morden advises dismissing it as an isolated incident. The Psi Cop speaks up, suggesting that they use this perceived threat to planetary security to further their own agenda. Morden asks what they have in mind.

Sheridan calls a meeting with Ivanova, Garibaldi, Delenn, Franklin, and Marcus. He calls them a war council, and wants to meet every two weeks unless there is an emergency. Franklin takes the opportunity to ask what the Shadows are, since he's out of the loop in Medlab, and Delenn begins her explanation.


Memorable Quotes[]

"We have danced our last little dance, Mr. Morden."

Londo Mollari

"I have always been here."
"Oh yeah? You said that about me too."
"I really hate it when you do that."

Kosh and John Sheridan

"There are beings in the universe billions of years older than any of our races. They walked among the stars like giants, vast, timeless. They created great empires, taught the new races, explored beyond the rim. The oldest of the ancients are the Shadows. We have no other name for them."


DVD Release[]

This episode, along with the other 21 from Season 3 have been released on DVD with extensive Special Features.

External Link[]

Episode guide page for Matters of Honor at the Lurker's Guide