(Series of clips from previous seasons.)

(From Erlenmeyer Flask 1X23.)
DEEP THROAT: Evidence still exists.
SCULLY: Where?
DEEP THROAT: High-containment facility, Fort Marlene, Maryland.
SCULLY: What do they have there?
DEEP THROAT: The wellspring, Miss Scully-- the original tissue. (SCULLY lifts an alien fetus out of a cryogenic container.)

(From 731 3X10.)
(SCULLY standing in an empty car with the FIRST ELDER.)
SCULLY: Mulder, I'm standing in a train car just like the one on your alien autopsy video. Only I realize that I've been here before.
MULDER: What are you talking about Scully? (SCULLY opening her eyes in shock as a drill approaches her swollen belly.)
SCULLY: This is where they brought me. This is where they put the implant in my neck in one of these cars.

(From Erlenmeyer Flask - tanks with human alien hybrids being stored at the Zeus Storage warehouse.)
MULDER: They've been doing experiments since World War II-- tests on innocent civilians-- trying to make an alien/human hybrid.

(From Patient X/The Red and the Black 5X13/5X14 - CASSANDRA SPENDER in her wheelchair.)
CASSANDRA SPENDER: Cassandra Spender.
CASSANDRA SPENDER: I have been a multiple abductee for many years.
SCULLY: I learned about you from your son.
CASSANDRA SPENDER: Jeffrey.

(From The End 5X20. SPENDER and CIGARETTE SMOKING MAN in the hall.)
SPENDER: Who are you?
CIGARETTE SMOKING MAN: I'm your father.

(From The Red and the Black 5X14.) (Shots of the Ruskin Dam attack and counter attack - lots of spaceships and burning bodies.)
KRYCEK: Hear this, Agent Mulder. There is a war raging. Unless you pull your head out of the sand, you and I and over five billion other people are going to go the way of the dinosaur.
CASSANDRA: Now is a time of war and stress among the alien nations. The different races, they're in upheaval. (Picture of the faceless ALIEN REBEL.)
ELDER: What the hell is he?
WELL MANICURED MAN: An alien rebel. He's a resistance fighter. (SCULLY watches faceless ALIEN REBEL approach her on the dam.) (ELDERS looking through the observation windows at DOCTOR working on MARITA COVARRUBIAS who is infected by the black oil.)
FIRST ELDER: The facial scars appear to be protection.
SECOND ELDER: Protection against what?
FIRST ELDER: Infection by the black oil.
CASSANDRA: They're going to be calling me. I can feel it. (From The Red and the Black - CASSANDRA is being levitated into the spaceship from Ruskin Dam as SCULLY and others watch, arms outstretched.)
SCULLY: (voiceover) No! Cassandra! They're taking her.

(Sound of machinery humming as DOCTORS work on an unconscious patient in a train car. The DOCTORS are all wearing gas masks. They make an incision across the patient's abdomen with a laser. Green fluid bubbles out, then the cut heals itself perfectly and instantly. The DOCTORS look at each other.)

(Night. A sedan pulls up beside the train car as the DOCTORS come out of the train car. DR. EUGENE OPENSHAW gets out of the sedan.)

DOCTOR 1: (shaking his hand) Dr. Openshaw, congratulations. Your work-- it's completed. You should see her.

(DR OPENSHAW enters the car and tenderly takes the patient's hand.)

DOCTOR 1: 25 years... she must seem like an old friend.

DR OPENSHAW: Yes.

DOCTOR 1: We're, uh... going out to celebrate. If you'd like to come...

DR OPENSHAW: No. You go on ahead.

(DOCTOR 1 leaves. Outside, the other DOCTORS waiting in a van watch in horror as a faceless ALIEN REBEL grabs DOCTOR 1 and sets him on fire with a long metal object. The ALIEN REBEL then sets the occupants of the van on fire, then enters the train car. DR. OPENSHAW tries to back away, but is hit and also set on fire. The ALIEN REBEL looks down at the unconscious patient's unblemished abdomen then up at her face. It is CASSANDRA SPENDER.)

(CIGARETTE SMOKING MAN is sitting in a dimly lit room smoking a cigarette and talking to someone. We do not know who it is.)

CIGARETTE SMOKING MAN: This is the end. I never thought I'd hear myself say those words after all these years. You put your life into something... build it, protect it... The end is as unimaginable as your own death or the death of your children. I could never have scripted the events that led us to this. None of us could. All the brilliant men... the secret that we kept so well. It happened simply, like this. We had a perfect conspiracy with an alien race. Aliens who were coming to reclaim this planet and to destroy all human life. Our job was to secretly prepare the way for their invasion. To create for them a slave race of human/alien hybrids. They were good plans... right plans. Kept secret for over 50 years, ever since the crash at Roswell. Kept secret from men like Fox Mulder. Plans that would have worked had not a rebel alien race come to destroy them. Had not my own son chosen betrayal. Or chosen to betray more wisely.

(Camera pans over as if to show the other person, but instead fades into …)

(X-Files office. SPENDER is alone working. SKINNER knocks on the open door and enters.)

SPENDER: AD Skinner …. I... I didn't hear the elevator. I was working here.

SKINNER: Working on what, Agent Spender?

(SPENDER clears his throat uncomfortably.)

SPENDER: Progress report on the X-Files.

SKINNER: Progress report to who?

SPENDER: Just to file.

SKINNER: I wasn't aware that you'd made any progress. In the months since your assignment, I've received but one memorandum. Are you planning to hit me all at once?

SPENDER: Uh, it's been slow going.

SKINNER: Truth is your purpose here is not to make any progress, isn't it? Truth is you have no interest in the X-Files. Beyond a certain... personal case. (looks down at open file on a young CASSANDRA SPENDER) Your mother's abduction.

SPENDER: Alleged abduction.

SKINNER: That's what I'm here about.

(Day. Later. SKINNER and SPENDER arrive at the train car from the teaser. SKINNER driving, their license - Virginia SBF-687. Lots of police cars, fire trucks, and ambulances. Burned bodies in bags. They enter the train car.)

SPENDER: What happened here?

SKINNER: No one knows yet. A group of people were burned alive here. Another man's on life support. Only your mother survived.

SPENDER: Where is she? Where is she?

SKINNER: They've got her outside.

(SPENDER quickly exits the train car and goes over to an ambulance where an EMT is giving oxygen to CASSANDRA SPENDER who is wrapped in a blanket.)

SPENDER: Mom? (sits beside her) Mom... It's me, Jeffrey. Mom, what happened to you? You've been gone so long I thought I'd never see you again.

CASSANDRA SPENDER: Oh... Don't cry, honey.

SPENDER: Where have you been?

(She sighs.)

SPENDER: What did they do to you?

CASSANDRA SPENDER: I need to talk to someone.

SPENDER: You can tell me.

CASSANDRA SPENDER: I need to speak to Agent Mulder.

(SPENDER angrily gets out of the ambulance and follows SKINNER who overheard the conversation.)

SPENDER: I don't want him talking with her.

SKINNER: Why?

SPENDER: He's forbidden from the X-Files. He's to stay out of this.

SKINNER: She's asking for him.

SPENDER: She's my mother.

SKINNER: What are you afraid of, Agent Spender?

SPENDER: Of Agent Mulder filling her head with alien-abduction nonsense.

SKINNER: Are you afraid of the truth?

SPENDER: I want to know who did this to her and why. That's all I want.

SKINNER: Then why not use every resource available to you?

(Long pause.)

SPENDER: I'll send you a progress report.

(SPENDER walks away. SKINNER shakes his head and follows.)

(CIGARETTE SMOKING MAN continues:)

CIGARETTE SMOKING MAN: My son refused to believe that his mother had been abducted... though it had been going on for years. Even after I schemed to put him in charge of the X-Files where Fox Mulder had amassed so much evidence of our secret plans he still couldn't bring himself to accept the possibility of alien life. When he did... come to believe... when the facts became so glaring he turned... not to me, his father, but to the man I'd ruined. The man I'd chosen for him to replace.

(Gym basketball court. Several men, including MULDER in a torn Knicks sweatshirt and sweatpants, are playing. MULDER makes a basket, then stops when he sees SCULLY enter the gym. She is wearing a shorter than usual business suit and trenchcoat.)

BASKETBALL PLAYER: (to MULDER) Hey, Milk, let's play ball.

(MULDER waits for SCULLY to get closer.)

BASKETBALL PLAYER: (irritated, to MULDER) Yo, Homestyle, cough up the rock.

SECOND BASKETBAL PLAYER: Got Nick over here?

THIRD BASKETBALL PLAYER: Yeah, yeah, I got Nick!

(MULDER tosses the ball over his shoulder to a teammate, then turns, recieves and casually shoots the ball, making the basket.)

MULDER: Game.

BASKETBALL PLAYER: (shaking his hand, not accepting the basket) Oh, no, no. Aw, it don't work like that.

(MULDER joins SCULLY at the side of the court.)

MULDER: Hey, Homegirl, word up.

SCULLY: Mulder it's my distinct impression that you just cheated. And that you're not coming in again today.

MULDER: Oh, Scully, I got game.

SCULLY: Yeah, you got so much game I'm wondering if you have any work left in you.

MULDER: No, I'm ready to J-O-B just not on some jagoff shoeshine tip.

SCULLY: (VERY small smile) No "jagoff shoeshine tip"?

MULDER: (smile) No background checkin' jagoff shoeshine tip.

SCULLY: Well, about your J-O-B, Mulder somebody's been trying very hard to reach you by phone. Somebody who wants you back at the FBI ASAP.

MULDER: (more serious) About what?

SCULLY: About an X-File.

(FBI bullpen. MULDER enters and finds SPENDER siting at MULDER's desk writing a note.)

MULDER: You looking for work, Agent Spender? 'Cause if you are, I got a whole pile in that middle drawer that I'd love to shove down someone's throat.

SPENDER: I was just writing you a note. I think you know why I'm here.

MULDER: They found your mother.

SPENDER: She wants to talk to you.

MULDER: I didn't hear the magic word.

SPENDER: Look, Agent Mulder I'm not going to get down on my knees here.

MULDER: Are you asking me, Agent Spender?

SPENDER: My mother's been gone for almost a year. She turns up in a train car where she's been operated on by a group of doctors who were burned alive. I just want the truth.

MULDER: The truth is out there, Agent Spender. Maybe you should find it for yourself.

(SPENDER walks away.)

(Hospital. CIGARETTE SMOKING MAN enters a room where a badly burned DR OPENSHAW is lying in a hyperbaric chamber.)

DR. OPENSHAW: I expected you sooner.

CIGARETTE SMOKING MAN: I've been at the train yard. I'm trying to tidy things up.

DR. OPENSHAW: The overkill will be hard to divert attention from. But not as hard as from Cassandra. You have no idea, do you? Cassandra is a success.

CIGARETTE SMOKING MAN: (shocked) No, she can't be. Not now.

DR. OPENSHAW: I had prepared a syringe for her as agreed. But the rebels came.

CIGARETTE SMOKING MAN: (realizing) They saved her to expose us.

DR. OPENSHAW: She's the key to everything.

CIGARETTE SMOKING MAN: I won't let her out of our hands.

DR. OPENSHAW: They will run medical tests on her. It's only a matter of time. Cassandra must be terminated.

(CIGARETTE SMOKING MAN looks off sadly.)

DR. OPENSHAW: They will come and question me.

CIGARETTE SMOKING MAN: I know. I'm sorry.

(CIGARETTE SMOKING MAN regretfully turns a knob that shuts off the oxygen to the chamber.)

DR. OPENSHAW: A man should never live long enough to see his children or his work destroyed.

(CIGARETTE SMOKING MAN watches sadly as DR. OPENSHAW begins to have trouble breathing.)

(Large mansion. Phone rings. The SECOND ELDER picks it up.)

SECOND ELDER: (on phone) Hello.

CIGARETTE SMOKING MAN: (on phone) Have you heard the news?

SECOND ELDER: (on phone, looking out the window) No.

CIGARETTE SMOKING MAN: (on phone) The rebels have struck.

SECOND ELDER: (on phone) Where?

CIGARETTE SMOKING MAN: (on phone) In Virginia. During one of our medical procedures. They killed the project doctors. Burned them.

SECOND ELDER: (on phone) All of them?

CIGARETTE SMOKING MAN: (on phone) Yes. Dr. Openshaw died in the hyperbaric chamber this evening.

SECOND ELDER: (on phone) My god.

CIGARETTE SMOKING MAN: (on phone) I've called an emergency meeting of the Syndicate. Only the future rides on our response.

SECOND ELDER: (on phone) I'll be on a plane.

(As he hangs up, the door bell rings. He opens the door. The man looks like DR. OPENSHAW.)

SECOND ELDER: (surprised) Dr. Openshaw?

MAN WHO LOOKS LIKE DR. OPENSHAW: I've come to see you.

(The SECOND ELDER reaches out and scratches off MAN WHO LOOKS LIKE DR. OPENSHAW's face. Underneath, we see that it is actually a faceless ALIEN REBEL. The ALIEN REBEL grabs the SECOND ELDER by the throat as the camera pans up. We see flames rising up and hear screaming.)

(FBI bullpen. MULDER is sitting alone at his desk looking at computer images of the burned doctors from the train car. SCULLY enters.)

SCULLY: Didn't expect to find you here.

MULDER: Where did you expect to find me?

SCULLY: I thought Agent Spender offered you an X-File assignment.

MULDER: It wasn't exactly an offer.

SCULLY: But isn't it just the opportunity you've been waiting for?

MULDER: It is an opportunity made to order for the powers that be.

SCULLY: You think it's a setup?

MULDER: This is exactly the kind of mistake they've been waiting for to come down on me full force.

SCULLY: But Agent Spender asked you.

MULDER: LIKE I SAID: not exactly.

(SCULLY notices what MULDER is looking at on the computer.)

SCULLY: We've seen this before. Bodies set aflame with no conclusive cause of combustion. Mulder...

MULDER: (looking at her, gently) I know.

SCULLY: I was with Cassandra Spender when she disappeared. You sat with me while I was under hypnosis when I spoke of just these sorts of details.

MULDER: I have no doubt that what Cassandra would tell us would expose more than just what happened to her.

SCULLY: I was taken to one of those train cars. I was tested, just like Cassandra. What if what she tells us could expose who did this to me? Mulder, Agent Spender doesn't have to know.

(MULDER looks at her, then considers it.)

(Close up of something green and slimy. Camera pulls back to show that it is a bowl of lime Jello. Hospital room. CASSANDRA SPENDER is lying in bed eating said Jello. There is a woman with very short dark hair sitting with her. CASSANDRA looks up happily as SCULLY enters the room.)

CASSANDRA SPENDER: (swallowing a mouthful of Jello) Oh, my god. My god...

SCULLY: (embracing her) Cassandra.

CASSANDRA SPENDER: Oh, Dana. Oh, my god.

SCULLY: It's so good to see you. (to DARK-HAIRED WOMAN) We're old friends. (to CASSANDRA) If I can get ahold of a wheelchair you want to go out for some fresh air?

CASSANDRA SPENDER: (smiling) I don't need a wheelchair.

(CASSANDRA SPENDER gets out of bed and wiggles her toes on the floor. SCULLY stares in amazement. CASSANDRA SPENDER puts on a robe.)

CASSANDRA SPENDER: But I am dying for a cigarette.

(They go out into the hall.)

CASSANDRA SPENDER: It feels so good to walk. The doctors don't know what to say. I told them they wouldn't believe how it happened and they wouldn't. No, I'm not going to tell anybody this time because nobody believes you anyway. They want to hear it but they just think you're crazy. I guess I wouldn't believe it either except that it happened to me. No, I'm only going to tell somebody I can trust and who can do something about it. I was hoping when I saw you that Agent Mulder was going to be coming in the door behind you.

SCULLY: (smiling) I've got a surprise for you, Cassandra.

(Short time later, CASSANDRA enters a deserted lab/storage room, followed by SCULLY. MULDER sticks his head out from behind a shelf.)

CASSANDRA SPENDER: Agent Mulder?

MULDER: Shh. Shhh. Shhhh.

CASSANDRA SPENDER: Oh, my god. (laughing) Oh, my god, I think I'm going to pee the floor.

MULDER: (nervous chuckle) Don't... don't do that.

(CASSANDRA SPENDER hugs MULDER warmly.)

MULDER: Look at you.

CASSANDRA SPENDER: I told you about their power. You said you didn't believe it.

MULDER: Well, I had reasons for doubt when I met you, Cassandra.

CASSANDRA SPENDER: You just doubted yourself. You were just doubting you'd ever see her again, weren't you? (MULDER looks up at SCULLY) Your sister.

SCULLY: Agent Mulder told me he believed he saw his sister... last year.

CASSANDRA SPENDER: That wasn't her, Agent Mulder.

MULDER: Then where is she?

CASSANDRA SPENDER: (lighting a cigarette) Out there, with them. The aliens.

SCULLY: Cassandra, you were found in a train car. You'd been operated on by doctors.

CASSANDRA SPENDER: Yes, that's right.

SCULLY: And these are the doctors who cured you?

CASSANDRA SPENDER: No. The aliens cured me. The doctors were working with the aliens. That's what I wanted to tell you.

MULDER: What?

CASSANDRA SPENDER: I told you that the aliens were here to do good and that I was being used as an oracle to spread the word. Only now I know what the aliens are here for and it isn't good.

MULDER: What are they here for?

CASSANDRA SPENDER: To wipe us off the planet. They're taking over the universe. They're infecting all other life-forms with a black substance called Purity. It's their life force. It's what they're made of.

MULDER: It's the virus-- the black oil.

SCULLY: But, Cassandra, the doctors weren't infected. They were burned.

CASSANDRA SPENDER: By another race of aliens. A rebel force that are mutilating their faces so that they won't be infected. This is what I couldn't tell my son Jeffrey.

SCULLY: Why couldn't you tell Jeffrey?

CASSANDRA SPENDER: Because he doesn't believe me... even though his life is in danger by these same rebel aliens.

SCULLY: Spender's life's in danger?

CASSANDRA SPENDER: He's in with the men that have been working with the alien colonists for 50 years.

SCULLY: Working to do what?

CASSANDRA SPENDER: Whatever it is they did to me... and to you, Dana.

(MULDER and SCULLY look at each other.)

MULDER: And you know who these men are?

CASSANDRA SPENDER: (bitterly) Oh, sure. One of them's my ex-husband... Jeffrey's father.

(CIGARETTE SMOKING MAN continues:)

CIGARETTE SMOKING MAN: She'd begun to figure it out. Cassandra was beginning to realize her role in the greatest science project that man had ever known. She was the center of 50 years of work... The key to all of our plans... something even my colleagues didn't realize yet. I killed to keep them unknowing. I killed Dr. Openshaw so they wouldn't discover her. When it's Cassandra I should have killed... Cassandra who needed to die. I couldn't do it. With all the blood on my hands I couldn't kill the mother of my own son, a woman I never even loved. My colleagues never knew, focused as they were on the new threat-- the faceless alien rebels who'd burned our doctors alive... But my colleagues had become old men blind to the fact that the faceless rebels already held the upper hand... that they'd used their powers of disguise to infiltrate our group.

(KRYCEK is addressing a room full of ELDERS and CIGARETTE SMOKING MAN at the 46th Street location in New York City. He is showing slides of the burn victims.)

KRYCEK: Rebels have attacked and burned project facilities in New Mexico and the Southwest. The medical staff at our Arizona research facility's been slain. The train-car deaths cost us. Work on the human/alien hybrids will suffer the death of Dr. Openshaw.

FIRST ELDER: What do they want?

CIGARETTE SMOKING MAN: To expose our enterprise-everything we've worked for.

THIRD ELDER: Well, some hotshot reporter's going to put the pieces together not to mention law enforcement.

CIGARETTE SMOKING MAN: We have our control on the federal agencies. Our new man at the FBI's very capable of diverting attention.

MAN WHO LOOKS LIKE THE SECOND ELDER: (the guy we saw attacked and presumably killed by the ALIEN REBEL) Why not side with the rebels... join their alien resistance?

(CIGARETTE SMOKING MAN and the others stare at the SECOND ELDER.)

THIRD ELDER: It's an option.

KRYCEK: It's an option you declined long ago. Resistance was futile then. Why would it be any less so now? That's why you voted against it-- against men like Bill Mulder. Collaboration has allowed you to prepare... to stall colonization. I mean, how close are you to developing a human/alien hybrid? That alone ensures your survival.

MAN WHO LOOKS LIKE THE SECOND ELDER: As slave laborers for the aliens.

(CIGARETTE SMOKING MAN and KRYCEK are very suspicious of the MAN WHO LOOKS LIKE THE SECOND ELDER.)

KRYCEK: What about your vaccine? By collaborating, you bought yourself time to secretly develop a way to combat the aliens-- to fight the future.

CIGARETTE SMOKING MAN: Alex, enough! (looks at the MAN WHO LOOKS LIKE THE SECOND ELDER thoughtfully) For 50 years, we've worked on this project-- 50 years since Roswell. We can't sacrifice ourselves for every new threat can we now?

(MULDER and SCULLY sneak into the X-Files office. There are two nameplates on the door - Agent Jeffrey Spender and Agent Diana Fowley.)

SCULLY: Why risk getting caught here?

MULDER: They're going to be monitoring any work on our machines, in or out. We need access to files. And a name that'll raise flags.

(MULDER sits at the desk and turns on SPENDER's monitor. He runs a search for "Spender." Pictures of SPENDER, JEFFREY #10487and SPENDER, CASSANDRA #53934 come up.)

SCULLY: Maybe she was making it all up.

(MULDER shakes his head and types another command. He and SCULLY stare at the screen, then look at each other.)

MULDER: Smokey's got a name.

(Screen has picture of CIGARETTE SMOKING MAN with name Spender, C.G.B.. The reference number has No Information Available)

(SKINNER enters the office.)

SKINNER: (no nonsense) Get up from the desk. Get up, turn the computer off, grab whatever you took or printed out and give it to me. Let's go, Agents. They're coming.

(MULDER turns off the monitor.)

MULDER: Who?

SKINNER: Just go.

(As they quickly exit the office, SPENDER and some other agents come around the corner and confront them.)

SPENDER: Assistant Director. I'll assume you came down to apprehend these agents for unauthorized entry into my office. I'll make sure it's duly noted in the report of their dismissal.

(MULDER, SCULLY, and SKINNER can say nothing.)

(SPENDER enters a dimly lit room where CIGARETTE SMOKING MAN is smoking. He sits across from him in one of the leather chairs.)

SPENDER: I've done as you've asked. Mulder's been brought up to his superiors. He and his partner will be processed out of the FBI. I've done as you've asked. Now, I would like you to do for me.

CIGARETTE SMOKING MAN: Do for you?

SPENDER: I think I'm entitled.

CIGARETTE SMOKING MAN: (surprised) To...?

SPENDER: The truth. The truth about my mother. She won't tell me.

CIGARETTE SMOKING MAN: Because you won't believe her. Maybe you won't believe me. Maybe it's better not to know.

SPENDER: (standing, aggressive) Look, I need to know.

CIGARETTE SMOKING MAN: You need to show me that you're capable of handling the responsibility that comes with this knowledge.

SPENDER: Don't try me, old man.

(CIGARETTE SMOKING MAN stands and slaps SPENDER hard across the face.)

CIGARETTE SMOKING MAN: I gave you responsibility. I gave you a position. I gave you the things that you couldn't get yourself and you can't do the job!

SPENDER: Keeping Fox Mulder down is not a job. It's your dirty work!

(CIGARETTE SMOKING MAN slaps him hard again. SPENDER sits heavily.)

CIGARETTE SMOKING MAN: (disgusted) You pale to Fox Mulder.

(CIGARETTE SMOKING MAN walks out of the room.)

(MULDER is shooting baskets alone at the gym court. SCULLY enters with a large box under her arm.)

SCULLY: I bet you're curious about C.G.B.

(MULDER keeps dribbling the ball.)

MULDER: What's that?

SCULLY: C.G.B. Spender-- his name. Cigarette-Smoking Man?

MULDER: What's it stand for?

(Shoots another basket.)

SCULLY: It's an alias, as far as I can figure. One of hundreds.

MULDER: Scully, you want to go one-on-one? We got nothing but time now that we're on administrative leave.

SCULLY: Aren't you curious what I've got in the box? Everything I could find on him.

MULDER: Nothing you could ever find would be accurate or credible.

(Shoots another basket.)

SCULLY: Maybe. But there's a picture you're going to want to see.

(MULDER looks at the picture of two young men. Clothing suggests early seventies. BAD hair.)

MULDER: That's C.G.B. Spender and my father.

SCULLY: It was taken in 1973. I traced the connection to something they worked on together for 25 years at the state department. A highly classified project. There's more, if you're ready. (Mulder nods) Cassandra Spender is, indeed, the mother of Agent Jeffery Spender and the ex-wife of C.G.B. Spender. But there's something that you're going to be surprised to find out. She was first abducted in 1973 on the night of November 27.

MULDER: That's the same night as my sister.

SCULLY: And there are other names connected to C.G.B. Spender and your father-- Ph.D.s., doctors... one a Nobel winner for early works in genetics. A Dr. Eugene Openshaw. (MULDER looks at picture.) He was the doctor that was found amongst the burn victims clinging to life beside Cassandra Spender. He died the next day in the hospital before he was questioned.

MULDER: The project is still going on.

SCULLY: Yeah.

CIGARETTE SMOKING MAN - aka C.G.B. SPENDER - continues:)

CIGARETTE SMOKING MAN: If Mulder hadn't known of his father's history with me he was fueled now with names and dates and... certainties. I couldn't stop him any longer-- stop him from learning our sins. His father's and my own. The truth was out there fatally exposed. I had one last hope. One chance to preserve my legacy.

(Night. A dark car pulls up to where SPENDER is waiting on the corner. CIGARETTE SMOKING MAN gets out and lights a cigarette.)

SPENDER: I waited, like you asked.

CIGARETTE SMOKING MAN: Good. I'm pleased. I was doubtful after our last meeting.

SPENDER: You have a new job for me?

CIGARETTE SMOKING MAN: Yes. I may have been unduly harsh. You deserve a fighting chance to prove your father wrong.

(CIGARETTE SMOKING MAN hands SPENDER a cylindrical palm sized metal object - the alien ice pick, stiletto thing we first saw at end of season three and newsgroup named a "plam.")

SPENDER: What is it?

CIGARETTE SMOKING MAN: A weapon.

(SPENDER is startled when the pick pops open after he pushes a button.)

CIGARETTE SMOKING MAN: A man has infiltrated the group that I work with. That's to kill him.

SPENDER: I don't understand.

CIGARETTE SMOKING MAN: He's pretending to be a member of our group disguising himself as a man he's already killed. You will greet him as that man. Engage him in conversation. Then put that in the back of his neck. (holds open car door) You can do it, Jeffrey.

(SPENDER gets into the back seat of the car. KRYCEK, the driver, looks back at SPENDER distrustfully.)

KRYCEK: Watch where you point that.

(SPENDER retracts the pick and KRYCEK drives off. CIGARETTE SMOKING MAN watches them go.)

(Later. Car pulls up in front of the SECOND ELDER's mansion. SPENDER gets out and goes to the front door. He rings the bell and the MAN WHO LOOKS LIKE THE SECOND ELDER comes to the door.)

SPENDER: Sir, my name is Jeffrey Spender. My father sent me to see you.

(MAN WHO LOOKS LIKE THE SECOND ELDER opens the door.)

SPENDER: I have a message from the group.

MAN WHO LOOKS LIKE THE SECOND ELDER: They've changed their minds?

SPENDER: That's what I'm here about.

(The MAN WHO LOOKS LIKE THE SECOND ELDER steps away from the door. SPENDER enters and follows him into the living room.)

MAN WHO LOOKS LIKE THE SECOND ELDER: Sit. Please. What have you to tell me?

SPENDER: (hiding something in his hand) Something I've been entrusted with. It's, uh, it's a name, actually-- one that will have meaning for you. (holds out a card)

(SPENDER drops the card as if by accident. The MAN WHO LOOKS LIKE THE SECOND ELDER gives him a look of disgust.)

SPENDER: I'm sorry.

(When the MAN WHO LOOKS LIKE THE SECOND ELDER bends to retrieve it, SPENDER attacks with the plam, but the MAN WHO LOOKS LIKE THE SECOND ELDER sees it and grabs SPENDERs arm easily deflecting the attack. SPENDER scratches at the face revealing the faceless ALIEN REBEL. Then the ALIEN REBEL stiffens and falls to the floor as KRYCEK stabs him in the back of the neck. SPENDER and KRYCEK stare at each other for a moment. Green fluid comes out of the ALIEN REBEL's neck.)

(MULDER's apartment. MULDER opens the door for SKINNER to enter.)

MULDER: (quietly) Thanks for coming. I know it's late and you've been forbidden to have any contact with us.

(SKINNER enters the apartment and sees SCULLY getting up from the couch.)

SCULLY: Sir.

SKINNER: You say Cassandra Spender's life is in danger.

MULDER: Her life's been in danger going on 30 years... just not the way I think it is now.

SKINNER: In danger from who?

MULDER: Men who've conducted medical experiments in what began as a secret government project but what is now the most private global enterprise.

SKINNER: Enterprising to do what?

MULDER: To develop alien/human hybrids that will survive the viral apocalypse when aliens colonize the earth.

SKINNER: And I suppose you have proof of this?

MULDER: Files that Agent Scully dug up that make all the right connections to Dr. Eugene Openshaw to my sister, to my father... to Agent Spender's father.

SKINNER: Agent Spender's father?

MULDER: The Smoking Man.

SKINNER: (very surprised) What?!

SCULLY: It's true, sir. We have documented evidence.

SKINNER: Then you believe this, Agent Scully? This whole account?

MULDER: I know that Agent Scully has her doubts about the purposes of these experiments but I also know that she herself believes she was a test subject when she was abducted four years ago.

SKINNER: If Cassandra Spender's life was in danger, why not Scully's?

MULDER: Because I believe Cassandra Spender represents the final stages of these experiments-- that she may very well be the first successful alien/human hybrid.

SKINNER: What I don't understand is if she was a success, then why is her life threatened?

MULDER: Because... the men who created her would rather kill her than let her expose the enterprise.

SKINNER: She's under 24-hour guard.

MULDER: Assigned by Agent Spender?

(SKINNER thinks about that.)

(At the ELDER's mansion SPENDER sits staring at the dead ALIEN as green fluid bubbles out of the back of the neck. He looks a bit sick. KRYCEK enters the room again.)

KRYCEK: You've never seen one before, have you?

(SPENDER shakes his head.)

KRYCEK: It's shocking at first. The acceptance of the idea, it's... It's something you thought only children and fools believed in. It undermines your beliefs-- in yourself, in the world... but then you come to understand.

SPENDER: Understand what?

KRYCEK: Well, the responsibility that this knowledge demands but the men who have it. The great sacrifice by great men like your father.

SPENDER: What sacrifice?

KRYCEK: The sacrifice of your mother.

SPENDER: What do you know about that?

KRYCEK: (surprised that SPENDER doesn't know) Just that she's... been the subject of an experiment for 25 years.

SPENDER: My father's involved in that? Is he?

KRYCEK: Your father directs the experiments.

SPENDER: So... I'm protecting her now so the experiments can continue?

KRYCEK: That's why he put you on the X-Files. That's why your father sent you here tonight. You're protecting the project, Jeff. Making the sacrifices. So that you can be a great man, too.

SPENDER: (getting up and leaving the room angrily) I'll be my own great man.

(CIGARETTE SMOKING MAN - aka C.G.B. SPENDER - continues:)

CIGARETTE SMOKING MAN: I've trusted no one. Treachery is the inevitable result of all affairs. Every man believes he has his own good reason. I have little doubt of my son's disloyalty to me. Certainly he led Mulder and Scully to us. His mother must know by now her central role in the grand plan... That's she's as much alien as human. Do you wonder why I've chosen you? You've never betrayed me. Now I need someone to trust.

(We now see that he has been talking to AGENT DIANA FOWLEY.)

DIANA FOWLEY: (standing) I'll help you. It's not too late.

(As she leaves she touches his shoulder comfortingly.)

(Hospital. There is no guard outside CASSANDRA SPENDER's hospital room. SKINNER enters. The bed is empty.)

SKINNER: Cassandra? (knocking at the bathroom door) Ms. Spender?

(The bathroom is also empty. SPENDER quickly enters the room.)

SPENDER: (seeing the empty room) Where's my mother?

SKINNER: You tell me, Agent Spender.

SPENDER: Where's the guard? I had a guard posted here.

SKINNER: I got here and she was gone.

SPENDER: He took her.

SKINNER: Who?

(SPENDER picks up the phone.)

SKINNER: Agent Spender?

(MULDER's apartment. There is loud pounding on the front door. MULDER checks the peephole, looks back at SCULLY, then opens the door for a very frightened and breathless CASSANDRA SPENDER. MULDER closes the door behind her.)

MULDER: Cassandra?

CASSANDRA SPENDER: I can't believe I found you.

SCULLY: How did you find us? Cassandra?

MULDER: How did you get here? How did you get out of your room?

SCULLY: How did you get your clothes?

(More knocking at the door.)

CASSANDRA SPENDER: Oh, Agent Scully, Agent Mulder you cannot let them find me.

(There is more loud pounding at the door. CASSANDRA SPENDER is terrified.)

CASSANDRA SPENDER: You cannot let them have me!

(CASSANDRA frantically grabs for MULDER's gun. They struggle.)

MULDER: Let go!

CASSANDRA SPENDER: You have got to kill me now!

(MULDER raises his hand to keep her back.)

CASSANDRA SPENDER: (desperate) If you don't kill me, it all starts. There won't be any stopping it. I am the one. You have to shoot me... Please!

(More knocking. MULDER unholsters his gun and raises it.)

SCULLY: Mulder, what are you doing?

MULDER: Stand away, Scully.

SCULLY: Mulder! Mulder, we have to protect her.

(The pounding at the door continues, getting louder. MULDER aims the gun at CASSANDRA SPENDER's head. Pounding now sounds like someone is breaking the door down.)

SCULLY: Mulder? Mulder!

[TO BE CONTINUED ...]