---------------------Under the Skin---------------------------
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episode written by Mark Edens & Matthew Edens

Quick summary: Phaeton's scientists have succeeded in creating a Neo sapien that looks like Alice Noretti, who was a member Able Squad when she was killed. Phaeton places her on a Terran worker transport, having learned that the Resistance plans to free the workers. Phaeton assumed (correctly) that she would be placed back with Marsh's squad, and since Marsh was a favorite of Winfield it would only be a matter of time before Noretti got the opportunity to assassinate Winfield. Meanwhile the Marsh/O'Reilly romance seems to progress, but is hindered by the arrival of Noretti. Marsala begins to notice clues that indicate Noretti is a Neo, but Marsh is in denial when Marsala shares his suspicions. Winfield decides to go to the Venusian surface to examine the situation and mingle with the troops, and of course expects to meet Marsh. Noretti acts, and has the opportunity to kill Winfield. But an identity crisis prevents her from doing so, for she embraces her Alice Noretti persona. She then tries to fight her way past various e-frames and jumptroops, but after getting hit by O'Reilly her e-frame crashes into the canyon wall, killing her.

Significant events, revelations, and other notes:

Great Quotes: Long Synopsis:

Within Phaeton's headquarters is a room filled with birthing tubes. Though most contain a Neo sapien form, one holds what appears to be a Terran. Phaeton and Livia enter, the former explaining, "The DNA was taken from tissue recovered at the crash site. Externally, she is a perfect Terran clone." Livia inquires, "If she looks Terran, is she truly a Neo sapien?" Phaeton reacts with anger in his voice, shaking his fist, "She is a Neo sapien under the skin, and loyal to me." The pair resumes walking toward the birthing tube which contains the subject of their discussion, a being in the form of Alice Noretti, and Livia asks, "But, can a mere ExoTrooper get close enough to Admiral Winfield to destroy him?" Phaeton answers, "J.T. Marsh is Winfield's pet. This female was assigned to Marsh's exosquad. It is only a matter of time until she is in Winfield's presence. I have information that the Resistance is planning to free a shipment of Terran prisoners. I will arrange for the clone to be among them."

During a light snowfall, a personnel carrier with one hovertank in front and one behind it moves along a frozen Lake Michigan. Eve Hanley's Aerial Attack E-Frame bursts through the ice and she quickly fires a shot that knocks the front hovertank on its side. A smaller Neo vehicle returns fire, but Ground and Communications E-Frames also emerge from the ice and the combined fire from the three soon knocks it over as well. The rear hovertank also fires at the e-frames, but Peter Tanaka, in the Police Enforcer E-Frame, comes over a hill to fire down and destroy it. Meanwhile Jinx Madison, in the Ground Assault E-Frame, approaches the front of the personnel carrier and begins to shake it. The Neos in the cab are rattled, as are the Terran prisoners. Most shout as the vehicle is tipped over, but Noretti reassures them, "It's alright, it must be the resistance." Tanaka cuts the door open, and the prisoners begin to exit. Hanley, now out of her e-frame, says, "Ok, move it folks. We've gotta get out of here before the Neos send out a patrol." Noretti tells her, "I'm an ExoTrooper, I need to get back to my squad."

In the forests of planet Venus, Able Squad is engaging a group of about a half dozen Neo frames. Marsh, who along with Torres is hiding behind a tree, says, "Three contacts in sector five." Marsh and Torres emerge from the trees to destroy a pair of Stealth E-Frames. Marsala and Nara approach in their e-frame and destroy another, and the remaining Neos withdraw. A few shots a fired at the fleeing ground frames, but Able Squad soon stops pursuing. Marsh announces, "Marsh to Butler, three hostiles comin' your way."

Charlie Company, most of whom aren't in full jumptroop gear, waits in a clearing. Butler responds, "We're ready for 'em, Marsh." Pelligrino orders, "You heard the man, let's do it!" He and many fellow troopers crouch as he continues, "Nobody fires 'til I do." As the Neo frames start to come into view he says, "A little more... fire!" And they do, quickly destroying the Stealth E-Frame and a ground frame. The remaining ground frame attempts to flee, but Longfeather hits its left leg with one of his plasma grenades. The frame falls on its side, but the pilot exits and tries to escape on foot. O'Reilly takes aim and has him in her sights such that she can see the Neo's concerned face, but she doesn't fire. Instead she shouts, "I'm on him!" and gives chase. Butler calls after her, "Lieutenant!"

The Neo is soon startled to find Marsh right in from of him, but composes himself to toss a flash grenade that momentarily blinds J.T. The Neo runs off, while O'Reilly stops in front of Marsh and takes aim. Marsh tells her, "Hold your fire, we'll take him alive!" But O'Reilly fires a shot that passes through a branch which then falls on the Neo and knocks him to the ground. As he reaches for the blaster he dropped, O'Reilly steps on his hand and kicks the blaster away. "I need some medtechs over here, I've got a live one!" she shouts. Marsh reaches her and says, "Nice shot, Lieutenant." She replies, "You didn't think I'd shoot him in the back, did you?" Marsh smiles, but Captain Butler runs up, yelling, "Lieutenant O'Reilly, next time you leave your position to go on a wild Neo chase, you'll be packin' jump pods back at base." She responds, "Yes, Sir." He continues, "If there had been one more of them out there, that might be you lying there instead of him." Marsh tells him, "ExoFleet orders are to take prisoners whenever possible, Sir." Butler snarls, "I don't need you to remind me of my orders, Lieutenant." As he leaves, Marsh exits his frame and tells O'Reilly, "I'll be glad with this mopping up operation is over." She says, "Somebody told me the Resistance is tracking them with dogs." He responds, "Yeah, well there aren't any dogs on Venus anymore. Not since the big famine after the Neos took over."

It is night at an exosquad firebase, where J.T. and Marsala sit beside a heat lantern. Marsh says, "You know what the trouble with Venus is, Marsala? There's no moon." O'Reilly then approaches, asking, "Can you spare some heat?" Marsala greets, "Good evening, Lieutenant O'Reilly." She tells Marsh, as she sits next to him, "Look, I'm sorry Captain Butler was so hard-nosed today. We took a lot of casualties during the invasion. Some of us didn't even make it to the ground; I think the Captain feels responsible. Besides, jumptroops just don't like e-frame jockeys." Marsh stands as he asks, "Have you ever been inside an e-frame? I've got to fly a night recon, why don't you, uh, tag along? That is, if Marsala will let us use his two-seater." Marsala then gestures as if to offer.

While in flight, Colleen notes, "It's amazing." Marsh says, "This is a heavy attack e-frame; it's slow, and clumsy." She asks, "You love it, don't you? The flying." Marsh seems to give his answer a little thought, "I guess you could say that's why I joined the ExoFleet."

As they land, J.T. notes, "Looks like we've got visitors." He exits the frame, and then helps Colleen down. "Uh, maybe you'd like to go up again sometime?" he asks. Intrigued, she inquires, "Are you asking me out on a date, Lieutenant?" "Any objections?" he asks hopefully. She responds matter-of-factly, "I tell the troopers in my squad personal relationships in a command can interfere with a soldier's concentration, even cost lives." He replies, "You're right, but I'm not in your platoon." Just then a figure approaches the pair. "Trooper Alice Noretti reporting for duty, Sir." Marsh's jaw has dropped, and his expression is one of shock, causing Noretti to ask, "What's the matter, J.T., you look like you've just seen a ghost."

After a commercial break, events flash back to "Target: Earth". The meteor containing the four landing pods has begun reentry when Marsh shouts, "The outer skin is gonna separate soon, hang on!" DeLeon nonchalantly says to Noretti, "Welcome to Able Squad." She replies, "Thanks, they told me it'd be fun." When the meteor shatters, Alec notices, "Noretti's tumbling!" Marsh shouts, "Fire your stabilizers, Noretti!"

Marsh wakes with a start, and DeLeon sits up also, asking, "Nightmare?" "Yeah." Alec relates, "I had one too. It was about Noretti. I guess seeing her again disturbed me more than I thought." Marsh says, "She's the only trooper I ever lost. I carry her picture in my e-frame to remind me." At that he stands and walks out. He comes upon Noretti, who is sitting with Marsala and telling him, "It's hard for me to talk about the prison camps. It's almost like I was never there." Marsh asks, "Hey, shouldn't you get some sleep, Noretti?" She replies, "I tried, but I'm just not tired. Must be the excitement of getting back to the squad." He responds, "Well, don't let Marsala keep you up all night talking. Neo sapiens may not need sleep, but you do."

A thunderstorm falls upon the various tents, while Able Squad, minus Marsh, Marsala, and Bronski, sits inside eating. Noretti explains to the others, "A pirate ship was delivering weapons to the Resistance, and I caught a ride with them back to Venus. I guess I was anxious to get back to the squad, and start fighting the sapes again." With a touch of anger in her voice Nara tells her, "We don't use that word, Alice. They're Neo sapiens, Neos if you're in a hurry." Bronski then enters, saying, "Hey, look what I found." Torres notices something beneath his jacket and quips, "Looks like your stomach's trying to go for help." Wolf opens his jacket to reveal a small dog, "It's a pooch." Bronski is standing next to Noretti, and dog begins to bark at her. Torres tells him, "Take it outside, Bronski." He pleads, "Aw, come on, Sarge, it's raining cats and dogs out there." Noretti gets up to leave, saying, "It's alright, animals never have liked me." The dog then licks Bronski, prompting Kaz to wonder, "How can it lick your face and bark at hers?" DeLeon figures, "Probably thinks Bronski's another dog." Wolf takes the chiding, "Yeah, yeah, he's just hungry, that's all. I'll just give you Noretti's food, she doesn't want it." But the dog stops eating, growls, and then begins yapping at the next squad member to walk through the door - Marsala.

Marsh sits in a tent, working on a laptop when there's a knock at the door. "Come in." Noretti opens the door and asks, "Have you got a minute, J.T.?" "Yeah, sure, what's up?" he says, folding the computer as he stands. She tells him, "I need to get back in an e-frame. The squad won't accept me as one of them until I do." He replies, "I can't let you fly." She responds somewhat emotionally, "It's not my fault I crashed. It was a malfunction, bad luck; I'm a good pilot." She turns and begins to leave dejectedly, but stops when Marsh says, "Alice, I was just going to say, you can't fly without medical clearance. You shoulda had the medtechs check you out in Vesta." She turns back and asks, "You don't blame me, do you? For the crash, I mean?" He pauses, and hangs his head as he tells her, "I blame myself. You weren't ready, maybe somebody with more experience would've made it down safe, you wouldn't have spent two years in a Neo prison camp." She puts her hand on his shoulder, but removes it as O'Reilly comes through the door, saying, "J.T. I... Lieutenant Marsh. The door was open." He asks, "What is it, Lieutenant?" She replies, "Intelligence reports Neo activity at a mesa in the desert south of here. ExoFleet wants us to handle it." Marsh orders, "Noretti, tell the squad to begin flight prep on the e-frames." She salutes and leaves. Colleen watches her leave and then tells J.T., "I guess you don't disapprove of personal relationships as much as you thought." As she leaves herself, Marsh tries to explain, "Hey, it's not what you think."

The sun is in the sky as Butler barks orders to his jumptroops, "You know the drill, people! Stow your gear and check your jump packs!" O'Reilly starts to board, but pauses to watch Marsh say, "Marsala, I want you to go along with jumptroops as liaison. Noretti will take your place in the e-frame." Unsure, Marsala questions, "Has Trooper Noretti been cleared to fly by medical?" Marsh tells him, "Noretti'll take your seat, she'll be weapons tech. Nara will pilot." Butler interrupts, "Today, Lieutenant Marsh. Let's not keep the Neos waitin'."

Marsala follows Butler into the small craft carrying the jumptroops, which then lifts off. Marsh the goes to his e-frame and climbs in, and waves his e-frame arm as signal to his squad. Noretti sits in the front seat of the heavy attack e-frame, and gives Marsh a thumbs up with a smile as the cockpit closes over Nara and herself. Able Squad then proceeds to take off.

Their destination is Dragon's Rock. Within, some Neos are gathered around what is apparently a small animal being cooked on a spit, while others work repairing e-frames. However, they soon hear the sound of e-frame engines approaching.

Marsh orders, "Kaz, you're flyin' air support with the jumptroops. And the rest of you..." but gets distracted as Noretti waves and then winks at him. He smiles for a moment before realizing the distraction, "uh... the rest of you, follow me."

Able Squad approaches an opening to the rock, and is met by fire from a Stealth E-Frame and a number of Neos with blasters. They soon destroy the e-frame, at which point the Neos on foot retreat inside. As Able Squad moves to follow Marsh instructs, "Stay in contact when we get inside. J.T. to Marsala, tell Butler he can start his jump."

Butler asks his troops, "Any heroes in here?" As always, they respond "No, Sir!" at which point he shouts, "Good! Let's jump!" The jumptroopers then leap out of the back of the shuttle carrying them, and glide to the ground. One of them carries Marsala. The jumptroopers quickly enter the rock.

Inside, Marsh shouts to a group of concealed Neos with blasters, "Surrender, and you won't be harmed." They choose to not accept the offer, and answer by opening fire. Able Squad responds in kind, with Torres driving a couple off by destroying the stalagmite that provided them with cover. DeLeon and Bronski engage some e-frames, the latter saying, "Man, these guys don't know how to surrender." Wolf then fires one of his grenades, which separates into numerous packets as designed. The two Stealth E-Frames quickly leave, but the Command E-Frame does not and is destroyed. Burns and Noretti follow a Neo with a blaster rifle, the former reporting, "We're going after one, J.T." They follow him down a dark tunnel, but come to a stop as Nara says, "I think we lost him." Elsewhere, Neo sapien forces are on the approach.

Once again moving down a dark tunnel, Nara says, "This place gives me the creeps; I've got a bad feeling." Noretti informs her, "Activating stealth mode." Soon after, a squad of regular Neo sapien infantry accompanied by a couple light ground e-frames move past them. Nara says, "Let's try some psychological warfare." "Why not just open fire?" Noretti asks. Nara replies, "Why fight if we don't have to?" Then Nara announces over the loudspeaker, "Put your weapons down and leave your e-frames. We've got you surrounded." As the Neos search for the source, a few jumptroops approach with Pelligrino saying, "Sounds like we found the war." Once the Neos spot the jumptroopers, they open fire as Pelligrino orders, "Down!" While the jumptroopers find cover, the heavy attack e-frame uncloaks and opens fire, destroying one Neo frame and then damaging the other. But the Neo frame manages to approach and open fire, disconcerting Noretti so she shouts, "Look out!" Heavy fire from the e-frame and infantry push the large exoframe back and apparently do some damage, before O'Reilly arrives and opens up on the Neo e-frame, destroying it.

Marsh informs Winfield, "There still may be some Neos hiding in the deep caverns. We'll start flushin' 'em out as soon as we rearm." Winfield looks at the viewscreen and asks, "Would an old Admiral be in the way if he wanted to come down and have a look?" Marsh asks, "Is that a good idea, Sir?" Winfield tells him, "Sitting at headquarters you can forget what it's like to be a soldier. That's something we all need to remember. I'll fly down within the hour, Winfield out."

Marsala and Noretti are near Marsh's e-frame, so he tells them, "Admiral Winfield is on his way." "Winfield is coming here?" Noretti asks. Marsala inquires, "Is that important?" Noretti replies, "No, it's just... it'll be good to see him again." As Marsh exits his e-frame, she asks him, "Can I talk to you alone?" He says, "Yeah, sure. Marsala, round up the rest of the squad." Once he leaves, Noretti approaches Marsh and asks, "Marsala is your friend... a Neo sapien... the enemy." Marsh tells her, "No, Phaeton is the enemy. Neos are just people who look different." She says, "I used to hate... the enemy. But not now. How do you fight without hate?" He answers, "You do your duty. Whatever it takes to get this war over with." "What if that meant taking a life in cold blood, say, assassinating Phaeton?" she asks. He states, "ExoFleet doesn't fight that way." She walks away, and with an expression of anger on her face but no hint of it in her voice, says, "No, ExoFleet doesn't."

Marsala comes upon Able Squad, many of whom are enjoying a snack. Bronski says, "I knew you'd come back when you got tired of walking." Marsala asks Nara, "Was my replacement satisfactory?" She tells him, "Noretti did a good job today. It was almost like having you back there." Marsala's expression changes slightly, perhaps indicating it was an answer he expected but was not happy to hear. He leaves, going to his e-frame. He enters, and instructs the computer, "Frame up and reconfigure." The cyberlink connects, and Marsala's expression changes once more.

Marsh sits outside, tossing rocks over the slight drop in front of him. As Marsala approaches he tells him, "You know Marsala, I like the desert. You can see a long way." Marsala bluntly states, "Alice Noretti is a Neo sapien." Marsh quickly stands, "What?! What do you mean?" He explains, "She never sleeps. She has avoided the medical examination for her flight clearance, and the dog that Bronski found barks only at Noretti and myself." Marsh almost lets out a nervous chuckle, "Now wait, you're telling me she's a Neo who looks like a Terran because a dog barked at her?" Marsala says, "I would not have spoken if I did not have proof. Because of differences in the brain, an e-frame control processor must be reconfigured for a Neo sapien or Terran user. My e-frame did not need to be reconfigured after it was used by Noretti." Marsh tries to explain it away, "Maybe the e-frame reconfigured automatically." Marsala tells him, "J.T., you must not let your emotions interfere with your judgement." Marsh first responds as though angered by the accusation, "Hey, you know me better than that." He then turns and starts walking away, saying, "It's just that, well, losing Noretti came to mean everything that's wrong with this war - any war. A young life, wasted." Marsala follows and tells him, "More lives may be at stake. If she is a Neo sapien, then we must ask ourselves, what is her mission?" As Marsh moves on, Marsala looks up to see a shuttle landing and supposes the answer to his own question, "Admiral Winfield."

Meanwhile, Noretti climbs into the heavy attack e-frame and moves off, just as Marsh arrives, wondering, "Noretti?" Elsewhere, Winfield's shuttle lands. Winfield, Butler, Longfeather, and Pelligrino enter a cave, and Butler reports, "Most of the last pockets of Neo sapiens have been cleared." Winfield asks, "Are you having any luck getting them to surrender?" Butler tells him, "The Neos don't give up easily, Sir." Behind them, Noretti decloaks and opens fire. Though the others seem to have already been knocked to the ground, Butler yells, "Get down!" as he pulls out his blaster and fires. But the hand blaster does little good against the e-frame, and Noretti swings the forward guns to knock Butler down. Winfield shouts as the e-frame comes upon him, picking him up and carrying him off. Butler notifies, "Fifth platoon, this is Butler. Admiral Winfield's been attacked by an exotrooper in an e-frame." As his troops ready their weapons, Marsh frames up, knowing it's, "Noretti."

As she carries him further into the tunnels, Noretti says, "I don't want to do this, Admiral Winfield, but the war must end!" He demands, "What are you doing?" She tries to explain, "Phaeton has ordered... I am a Neo..." She then stops, and drops Winfield, who hits the ground with a grunt. She takes aim at him, but doesn't fire, shouting, "No! I am Alice Noretti!" She turns around and flies off the way she came, and her expression is one of determination.

She first comes upon Weston and some jumptroops, who seem unprepared for the encounter. They don't get off a shot, while the extremities of Weston's frame are badly damaged by Noretti. Farther down, Marsh tells DeLeon, "Get ready." They exchange shots with Noretti, whose lower guns' connection to the cockpit is ignited by a shot. Marsh says, "Give it up, Alice. Before it's too late." Neither Marsh nor DeLeon fire as she flies past them, though Marsh turns to follow. Noretti fires as she exits the cave, and though Pelligrino moves for cover, O'Reilly takes aim and fires a shot that hits the front of the cockpit, blowing it off and igniting the e-frame. Colleen watches in horror as the e-frame crashes into the canyon wall, exploding.

Marsh lands nearby, exits his frame, and approaches the flaming wreckage. Colleen walks up to him and says, "I'm sorry, J.T." He sighs and says, "I'm sorry too." He goes back to his e-frame and enters. He pulls out Noretti's picture, looks at it, and sadly places it back on his windshield. He lifts off, and O'Reilly turns quickly to watch him leave.


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