The Babylon Project

Bester returns to Babylon 5 with secret information about a weapons supply ship and proposes an alliance.



Guest Starring[]

Special Guest Star[]


Cast Notes[]



ISN is back on the air with a new anchor, but it has been transformed into a propaganda mouthpiece for the Clark dictatorship. Stephen Franklin, Susan Ivanova, and Michael Garibaldi watch with disgust and ask it to be turned off.

Sheridan tries out the new Starfuries, which can operate inside an atmosphere, when he is informed of a signal from an Earth Alliance vessel within Babylon 5 space. He decides to investigate himself. The ship turns out to be a Black Omega Starfury carrying Bester, waiting for them.

Act I[]

Sheridan has already taken a precaution in not being in line of sight. Bester, amused by the move, says he attracted them like this because, due to B5 independence, he couldn't risk being simply shot by their forces. He promises that he's not there for official business and asks to talk. Sheridan decides to tow his ship in.

Meanwhile, G'Kar confronts Ivanova, reminding her that he was promised membership in Sheridan's new anti-Shadow alliance, the "War Council." She says they've been busy, but G'Kar is adamant. He says he's tired of waiting and storms out.

Bester boards the station alone and finds a security team in full gear waiting. The command staff in Sheridan's office debates what to do, and Sheridan makes a decision. He wants to send Ivanova to him first, since she will be able to tell if he scans her. If he does, this would reveal his deception and they could hold him in the cell indefinitely. Ivanova doesn't like it, but understands the reasoning. When she enters the cell, Bester informs Ivanova he believes Clark's control is really not his, but, rather, parties unknown to Bester. Further, he believes these agents are called Shadows, but he doesn't know enough about them. He believes these aliens have infiltrated Psi Corps and intends to fight it. He also believes that the B5 crew knows more about the Shadows, but Ivanova doesn't let on at the moment.

Act II[]

Delenn and Sheridan talk about G'Kar, whose people did what they promised and are loyal. Delenn's decision to be silent as his world was conquered by the Centauri with the Shadows' help has caught up to her. Sheridan wants to take the responsibility to tell him, but Delenn is adamant: it is her decision, and therefore her responsibility.

In Sheridan's office, Bester informs the command staff that he knows of a Shadow transport carrying weapons, with a half-dozen escorts. The ship must be stopped, as he dislikes the Shadows' influence over Psi Corps. The ship will be hard to find in hyperspace; however, Bester intends to use his abilities to help locate a small ship, an ability not widely known.

Sheridan and Ivanova take a White Star with Bester on board to track the Shadow vessel in hyperspace. With Lennier relaying the orders, Bester detects something and orders a course.

Delenn slowly confesses to G'Kar that the Grey Council knew of the Shadows' alliance with the Centauri but said nothing. She explains they were trying to keep the Shadows ignorant of the Alliance's knowledge of the Shadows' return. She explains that if the Shadows had been exposed, they would have struck openly and far more people would have been killed. The Narns, rather than being conquered, would likely have been wiped out. G'Kar understands; he tells Delenn that while he may be able to forgive her in the future, he cannot forgive her presently.

The White Star engages the Shadow ships, successfully destroying the smaller ships and taking the transport. The larger Shadow Vessel starts to engage but, oddly, then moves away. Confused, Sheridan decides to take the opportunity to leave.

In the transport there are numerous cryotubes of humans with Psi Corps emblems on them.

Act III[]

On B5, Franklin arrives at the docking bay to examine the transport pilot they found; they deduce he decided to commit suicide rather than be captured. Franklin orders an autopsy and then is shown the "weapons" cargo: 100 telepaths in cryonic suspension. Sheridan confronts Bester in his office, who admits he knew more than he let on but that he was also kept in the dark, to a degree, until recently.

In Medlab, Dr. Franklin examines the cyberweb implants on one of the telepaths. As he examines it, the woman wakes and screams to be let out. Franklin opens the chamber and she is put to sleep. Sheridan takes the ID bracelet to Bester, and he dentifies the telepath as a blip. As he explains about blips, Bester sees the name on the bracelet–Carolyn Sanderson–and freezes. Bester then demands to see the woman.

The woman, however, gets loose and starts taking over Medlab. Franklin, Bester, and Garibaldi enter to find that she's covered with wires from the station's computer, having partially interfaced with it.

Act IV[]

The woman oddly appears to recognize Bester, but then suddenly attacks him with a energy burst. As she talks, it appears she has something inside her head talking to her. Garibaldi realizes she sees Bester's badge and takes it from him, throwing it to the ground. She looks at Bester again and says, "Al...what have they done to me?" Bester drops to the floor, overwhelmed and stunned by seeing her memories of aliens doing experiments on her.

Back in Sheridan's office, shaken to the core, Bester reveals to Sheridan and Ivanova that the woman, Carolyn Sanderson, is the only woman he has ever loved and that his current wife (with whom he has a daughter) is merely an arranged genetic pair by the Corps. Bester begs them to save Carolyn and promises in exchange to do anything to return the favor, claiming that the war against the Shadows is now also his war.

Delenn leads G'Kar to the new command room where the command staff are working. G'Kar is honored to now be part of the War Council in the fight against the Shadows.

Act V[]

Garibaldi, having read the Book of G'Quan, figures out the reason the Shadows killed all Narn telepaths a thousand years ago: telepaths are a danger to the Shadows. Apparently, this was before the Shadows developed cyberweb implants to control telepaths and thus prevent another telepath's attack. He quickly gathers everyone together to explain. Ivanova theorizes that while they were in hyperspace, the Shadows sensed Bester's presence on the White Star and this is why the Shadows did not dare to attack the vessel.

Ivanova also informs them of big news: the Shadows are now openly attacking planets in Brakiri space.

Memorable Quotes[]

"Try not to drool on the controls."

Sheridan to Bester on the White Star

"Mr. Bester."
"Captain Sheridan."
"Get the hell out of my chair!"

Sheridan and Bester on the bridge of the White Star

"The enemy of my enemy is my friend."

Bester to Sheridan, telling why Bester wants to help fight the Shadows

"Some must be sacrificed if all are to be saved.' Now I understand that is as much about how we got here, as where we are going. I think that one sentence is the greatest burden I have ever known."

G'Kar to Delenn

"Do not thump the book of G'Quan. It is disrespectful."

G'kar to Garibaldi


  • After Ivanova enters Bester's cell, he refers to "The Cask of Amontillado", a short story by Edgar Allan Poe.
  • The transport pilot deemed to have commited suicide appears to be an homage to the Alien franchise - with a facehugger attached around its head, and body damaged by acid.

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 Ship of Tears at the Lurker's Guide