• Original airdate: October 13, 1997
• Written by: J. Michael Straczynski
• Directed by: John Copeland
• Music by: Christopher Franke
• Guest Cast:
  • Ungela Brockman (Earthforce NCO)
  • J. Patrick McCormack (General Lefcourt)
  • Marjorie Monaghan (Number One)
  • David Purdham (Captain James)
  • Carolyn Seymour (Senator Crosby)
  • Julian Stone (Captain Mitchell)
  • Maggie Egan (ISN Anchor)
  • Karen Fineman (Kelley)
  • Rick Kramer (Earthforce Officer)
  • Kenneth Cortland (Telepath)
  • Gary McGurk (President Clark)

Sheridan's plan for the frozen telepaths ("Ship of Tears") was to smuggle them onto as many Earth warships as possible and activate them. The telepaths would wake up and merge with the ships' computer systems, making the ships unable to maneuver or attack and thus removing the need for Sheridan's forces to destroy them. The plan succeeded in disabling the better part of the Earth fleet at the Mars colony.

Sheridan's forces have arrived at Earth, prompting President Clark to commit suicide rather than face capture or trial. A member of the Earth Senate, apparently friendly to Sheridan, has at least temporarily filled in the power vacuum.

Marcus has used the alien healing machine ("The Quality of Mercy") to give his life to Ivanova, apparently dying in the process.