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An Espheni also known as an Overlord.

The Espheni are an alien species that feature in the series Falling Skies.




Espheni Queen.

The Espheni were an alien species that evolved on an unknown world long ago. They followed their own prophecies and expanded their empire from planet to planet. (Episode: Reborn) Long ago, their species became led by a single entity known as the Queen that led their kind. (Episode: Reunion) On a distant world, the Overlords enslaved the eight legged Dorniya species and mutated them to create the Skitters. (Episode: Hatchlings) A single survivor of the Dorniya survived and vowed vengeance against the Espheni where she followed their conquests in order to find a way to avenge the death of her people by killing the Overlords. (Episode: Reunion) They encountered a very dangerous threat that challenged them forcing them to prepare in combating this incomprehensible force. It was their war strategy that developed in combating this new menace which led to them journeying to other worlds and moons in their goal of acquiring new resources. (Episode: The Eye) Following the declaration of hostilities, the Volm began to pursue the Espheni across the cosmos and were noted to had developed specific strategies for against their foe. This was a war that had gone on for centuries and waged between the two species. (Episode: Brazil) Around 1,500 years ago, the Espheni learnt of the planet Earth that was unlike anything they had encountered before and was the only habitable world in the Milky Way galaxy. As such, it held immeasurable strategic value to the Overlords who came to learn that it was inhabited by primitive humans. In order to secure it, the Queen dispatched her fiercest warrior namely her prized daughter to spearhead an invasion of Earth. The Queen's daughter arrived but underestimated the strength of the humans leading to her and her contingent being slaughtered. Upon learning this news, the Queen vowed revenge and intended to return with an army a thousand times stronger in order to avenge her daughter's death by wiping out humanity. (Episode: Reborn) Due to the Espheni's arrival, it was said that the Nazca lines were actually created by them. (Episode: Reunion)

Falling Skies

The captive Mason was brought before the Overlord and given an offer for the survival of mankind. They claimed that if mankind surrendered then their remnants would be placed in special camps where they could live in peace. This proposal was rejected by Tom Mason who compared it to Nazi concentration camps in World War II or the forcing of the Native Americans into the Trail of Tears. After he refused, he was taken to be executed alongside other captives but was left alive at the hands of the Skitter Redeye. (Episode: Worlds Apart)

Espheni Overlord brandishing a blade.

Following the destruction of the Wakonda reactor, the Espheni forces on at the Boston tower were suffering from fuel shortages. (Episode: Journey to Xibalba) Dr Glass and her daughter were later taken to the Espheni outpost at Mechanicsville. The Skitter rebellion managed to learn of this information and passed it to Tom Mason. (Episode: Be Silent and Come Out) At some point, the Overlords discovered that humanity with the aid of the Volm intended to create a breach in one of the Espheni towers. This combined with the constant failures of Karen led to the Espheni being dissatisfied with the human Overlord. It was determined that target tower was either in Boston, Jacksonville, New York or Chicago. However, they did not know which tower would be struck and thus tried to mentally probe the mind of Tom Mason for the information but he learnt of their attempt on his mind. (Episode: Strange Brew) Through their mole Lourdes, the Espheni had their spy detonate an explosive that killed the Volm engineers building their weapon designed to target the Overlords defensive grid. This was also with the intention of killing a large number of people in Charleston and attempted to kill the Volm Cochise. (Episode: Journey to Xibalba) The plot failed despite the death of the Volm engineers as their weapon was taken by the human resistance forces as part of an attack on the towers. These humans created a feint attack on the Chicago tower to draw off the Espheni defenders that allowed Mason to knock out the target tower. This created a hole in the defensive grid and allowed the Volm orbital forces to reach the Earth's surface. As a result, the Espheni retreated rapidly to the North with no sight of them in a ten kilometer radius. Despite this being the case, Karen met with the displaced human resistance in order to parlay and deal with the issue of the Volm. However, instead of negotiating, Mason and the human resistance fighters killed her. (Episode: Brazil)

In a change of strategy, the Espheni moved to attack the Volm sanctuary at the Alicante 8 cluster in order to eliminate the hatchlings and broodlings present there. This forced the Volm to redirect their forces in order to protect their youth to prevent their extinction. As a result, they were forced to pull back from Earth allowing the Espheni to conduct a new campaign against mankind. They began the construction of a new power source as well as a number of ghetto camps around the world where they hoarded humans into these settlements. Adults were kept locked away within these sites where they were fed but kept under a tight watch whilst children were taken to re-education camps where they were taught that the Espehni were their friends who intended to bring a new coalition to turn Earth into a paradise. Small scattered bands of humans and Volm remained as the only source of opposition to the Espheni control of the planet. (Episode: Ghost in the Machine) The reason for this change in strategy was because the Espheni were preparing an elite army composed of humans allied with them in order to battle a much greater threat that was coming towards Earth. They determined that their previous strategy in controlling mankind using slavery and harnesses were ineffective which was why they were seeking the great conversion of humanity into effective warriors. To achieve this goal, they believed that Tom Mason's natural leadership talents made him an effective force in commanding such a force and attempted to enlist his aid but he refused. Volm recon units managed to determine that the Espheni were indeed constructing a new power source that was strictly offensive in nature unlike the previous one. (Episode: The Eye)

After Mason had departed, he arrived at an encampment that was sheltered by his hybrid daughter Lexi but once she left the Espheni began preparing to attack the sanctuary. The Overlord was seeking revenge for being burnt by Tom Mason and had brought a force of three Mech battalions and at least five Skitter platoons. During the assault, the 2nd Mass faced heavy casualties with the Espheni leader seemingly killing Tom Mason and completing his objective. (Episode: Saturday Night Massacre) Lexi Mason would show her captive brother Ben Mason the Espheni solution in evolving the human race against their will. (Episode: A Thing with Feathers) It was eventually discovered that the Espheni energy source was actually on the Moon where it was remotely transmitting energy to their sites on Earth's surface allowing every ghetto and energy fence to be powered by it. (Episode: Till Death Do Us Part) Lexi Mason would undergo training in the use of her abilities by the Monk but his Espheni brother grew weary of her powers and ordered the hybrids termination. Lexi would overhear this conversation and kill the Monk whereupon she returned to the 2nd Mass and destroyed a group of Beamers that were going to attack the human settlement. (Episode: Drawing Straws) She would volunteer to join Tom Mason in the mission to destroy the Espheni power core through the use of a captured Beamer to deploy a bomb just as the Overlords were deploying their weapon to mutate mankind into a Skitter-type slave race. Lexi Mason would be successful in the task at the cost of her own life which shut down the weapons the Overlords had deployed on Earth. (Episode: Shoot the Moon)

Following the destruction of the lunar power station, many of the Espheni had fled Earth with the few remaining on the planet being hunted by the 2nd Mass. (Episode: Find Your Warrior) As their military hardware suffered power shortages, the Overlords began engineering organic weapons from local organisms that were blended with other alien creatures. (Episode: Hunger Pains) At this point, they had begun using jamming fields to prevent any scans from the Volm of their positions over the planet's capital cities such as Moscow, Tokyo but the largest was at Washington, D.C. (Episode: Pope Breaks Bad)

During the fight, Tom Mason managed to deliver the Dorniya weapon and killed the Overlord Queen leading to the death of all the Espheni forces on Earth thus freeing humanity from the alien invaders. (Episode: Reborn)


An Espheni cocoon.

Whilst the majority of Espheni shared this morphology, the Queens were shown to be different as they possessed four insectile legs and a pair of arms along with being much larger. Queens were shown to be able to project their thoughts telepathically to others and could drain life fluids from the body of their prey from a tentacle proboscis that extended from their chest. A further ability was to throw out strands of organic webbing in order to immobilize targets. (Episode: Reborn) Similar to Skitters, an Overlord seemed unable to communicate to humans and were only able to do so through a harnessed aid. (Episode: Molon Labe) Among each other, they were seemingly capable to engage in a form of telepathic communication regardless of distance. (Episode: Evolve or Die) This realm was referred to as a shadow plane that was achieved through a medium whereby material was grounded and crushed into a ball after which the individual entered into that mental plane. (Episode: Drawing Straws) Espheni were biologically engineered to be resistant to high levels of radiation. (Episode: The Pickett Line) Their internal physiology was noted for being quite different from mankind to the point that a human medic was unable to remove a bullet lodged within the flesh or stop the bleeding. (Episode: Molon Labe) When killed, their skin rapidly decomposed turning from lively to more darker. (Episode: Shoot the Moon)

Their young were born in eggs that were placed on the ground in areas that had cool temperatures and an absence of sunlight which were the perfect breeding ground. Newborn Espheni overlords were far more violent than the adults with them capable of killing multiple grown intruders in the span of seconds. As such, it was generally advised that unhatched eggs were not disturbed. (Episode: Reborn) Espheni DNA contained the genetic material needed to go through a metamorphosis for hatchlings to become full adults. This involved spinning a cocoon around themselves that latched onto surroundings and generated heat to ward off enemies. When threatened, the cocoons were able to increase the amount of heat to harm enemies though were able to lower this defense mechanism when someone they trusted approached them. Removal of the occupant from the cocoon typically resulted in death and any group of cocoons that sensed the death of one of their number attacked their enemies in both body as well as mind. When emerging from a cocoon, young Espheni were noted to be highly unpredictable and dangerous. (Episode: Door Number Three) Cocoons also allowed a means of stasis to insulate them from the cold organically and protected them from the elements on long journeys with a lack of oxygen. From their hands, they were able to weave a cocoon by creating protein and amino acids for the task with substance being oxygen rich as well as nourishing. Multiple occupants could reside in a single cocoon and shared dreams with even touching the cocoon also affording a telepathic connection to the one that forged it. (Episode: Shoot the Moon)

Espheni society shared many aspects of a hive-like culture and answered to a central queen bee figure. (Episode: Reborn) In terms of a command hierarchy, the Espheni divided their rule over conquered territory into a number of command sectors. Each was controlled by a single Overlord that commanded the entirety of their forces over a region. (Episode: A More Perfect Union) An Espheni when meeting another of their kind seemed to refer to each other as Geminus. (Episode: Evolve or Die) Communication with one another was achieved through the use of a transcendental method by way of a shadow plane. Through this perfected method, they were able to access one another remotely across long distances. To further extend the network, they developed communication relays to help boost the range of the signal allowing them to meet one another in the mental plane. (Episode: Respite) An Overlord could control a Skitter from a radius of five miles. (Episode: Find Your Warrior) At the top of the hierarchy was the Queen that was a single entity that ruled over the entirety of the Espheni who held almost a religious reverence for her. She rarely was seen and only arrived on a world when victory was assured whereupon an assembly of all Espheni arrived to greet her. (Episode: Reunion) All Espheni maintained an organic connection with the Queen and her death led to their destruction. (Episode: Reborn)

They knew and understood how to engage in large offensives but consisted skirmishing bedeviled them. (Episode: Collateral Damage) It was claimed that the Espheni were much too clever to rely on a single scheme. (Episode: The Pickett Line) They were noted to not liking their timetables to be disrupted. (Episode: Collateral Damage) According to the Overlords, they found the notion of killing and oppressing another one of their own species as morally disgusting. However, they showed little objection to conducting such actions against other races. (Episode: Worlds Apart) For an Espheni to personally oversee ground operations in the field was considered not normal and atypical of their tactics. (Episode: Mind Wars) The design of the triskelion did not represent peace among the Overlords but instead meant control. (Episode: Shoot the Moon)

The Overlords claimed that if humanity had surrendered to them then they would have set aside special camps for mankind to live in peace. This existence was compared to the ghetto's created by Nazi Germany in World War II for Jews or forcing the Native Americans along the Trail of Tears into Indian reservations. (Episode: Worlds Apart) They had always managed to rebuild themselves as they had done so to multiple civilizations. (Episode: Non-Essential Personnel)

They had been referred to derogatorily as fish heads. (Episode: Brazil)


Overlord technology was unlike that of humans with it consisting of organic technology with their hardware and metal not being metal, rubber or skin but instead each material had a consistency that was never seen before on Earth. (Episode: Huger Pains) Espheni biotech was far beyond mankind's capacity to understand. (Episode: Saturday Night Massacre) Their skill in biologically sciences allowed them to engineer their harnessed slaves to handle high levels of radiation. (Episode: The Pickett Line) Similarly, they were able to bio-engineer organisms in order to re-purpose them to suit their goals. (Episode: Evolve or Die) In time, they were able to perfect the delivery system so that exposure induced evolutionary transformation instead of violent means being forced on the subject. (Episode: A Thing with Feathers) Espheni were able to weave cocoons around other species who were kept in a coma-like state within them. (Episode: Door Number Three) Their technology mimicked a muscular skeletal system with the cords connected and movements coordinated. (Episode: Till Death Do Us Part) A communication hub tool was also sometimes deployed in order to serve as a relay for their mental shadow plane network. This allowed them to extend the range of their communication and meet one another within their shadow plane in order to coordinate plans or strategies. Such communication terminals were hidden across the environment in order to prevent their detection. (Episode: Respite)

Implants such as Eyebugs were genetically engineered and tailored by their creators. This meant that they had direct control over the creature and were typically the only ones able to get the organism to leave a host body. (Episode: Be Silent and Come Out) Through their biological engineering talents, they were able to grow organisms at a fast rate which was how they mass manufactured Skitters who simply emerged from vats of an organic substance. Through their knowledge of biological sciences, they could mutate organisms to create the race known as Skitters. The Dorniya race were enslaved and mutated through this means into a six legged insectile race to serve as a slave race. Humans mutated through such a process shared many of the same physical features such as green rough skin and clawed hands but were taller as well as humanoid in shape though they had the ability to telescopically stretch their arms to grab onto foes. (Episode: Hatchlings) Furthermore, they were able to mutate a planet's native species and create hybrid organisms in order to replace their military hardware. An example of this was the creation of swarm of flesh eating wasps that had Skitter legs, Espheni arms and human eyes with these being called waspers. (Episode: Hunger Pains) The Overlords were later shown to be capable of cloning beings such as humans that held the memories of the cloned host and worked for their masters but had black blood. These were perfect infiltrators able to masquerade as humans and used to induce paranoia and cause enemy settlement to turn on each other in witch hunts. (Episode: Stalag 14th Virginia)

An interrogation tool used by the Overlords was a machine that probed the minds of captives and created a fictional scenario in order to find the relevant information. Certain subjects were able to discover the fictional settings in their minds and break through the probe. (Episode: Strange Brew) A notable weapon within the Espheni arsenal was the use of painsticks that were designed to inflict pain on their targets through physical contact. (Episode: Strange Brew) They were also known to be capable of making their own explosives with the distinctive material used identifying its origin as Espheni made. (Episode: Strange Brew) They made use of oval shaped explosive devices that adhered to a wall and spread tendrils into the surface. It would glow red whilst the tendrils connected to different surfaces whereupon it exploded whilst beeping. (Episode: Journey to Xibalba)

The Mega-Mechs were a class of superior terrain droid typically deployed against more technologically advanced foes. (Episode: Collateral Damage) Mechs were connected via remote frequency to the command broadcast network allowing them to maintain real time coordinates of allied forces. (Episode: Mind Wars) Beamers were atmospheric craft that were controlled via radio transmissions effectively making them drones. (Episode: Drawing Straws) Espheni were able to create simple whistles for humans that were designed to communicate and signal Beamer craft via varying ultrasonic tones allowing them to be directed to attack specific sites or give other commands. It was suspected that they actually remotely provided power to their equipment from a single power source that beamed energy to their technology. (Episode: Till Death Do Us Part) Espheni tried to hide their communications within the terrestrial spectrum. (Episode: Drawing Straws) Overlords had the means to create jamming fields to block scans such as those used by the Volm from seeing certain areas. (Episode: Hatchlings)

Beamers were remotely controlled by the Overlords from their bases. (Episode: Till Death Do Us Part) These vessels were much more advanced compared to modern day humanity's and were automated with life support facilities. (Episode: Shoot the Moon) Their Beamer craft contained organisms within them that resembled barbs that latched onto another living creature. Once done, it cut into the skin which was painful whereupon it extended tendrils within the limb that was very painful. Pulling the organism out by force was extremely painful as it extended its tendrils in the host body. (Episode: A Thing with Feathers) Special panels were present on the craft that absorbed the energy sent from their remote power source. (Episode: Till Death Do Us Part) Within the craft, there was a special hidden panel that had a number of tendrils that survived as manual controls for the Beamer. The tendrils controlled aspects such a the pitch, yaw and thrust. These craft were also armed with a defensive maneuver whereby tendrils would attack any Volm technology that attempted to integrate itself into the vessel. (Episode: Drawing Straws) They had larger cruiser vessels that were similar in shape to their Beamers and were able to override the automated navigational controls of their fighters to force them to dock with the starship through the use of a tractor beam. (Episode: Shoot the Moon)

Espheni built mining stations on helium rich moons that were near a life sustaining world. These joint landing platforms and energy plant whereby Helium-3 was mined with the ore delivered to the facility where it was converted into energy that was wirelessly transmitted to power their war machine. (Episode: Shoot the Moon) Large power cores were used to power their greater warmachine though the Overlord's also utilised self-contained energy mechanisms for smaller applications such as communication transmitters. (Episode: Hatchlings)

Their defense grids were able to create an energy barrier that prevented any external craft from arrival on a planetary scale. Thus, this created a global barrier that were deployed on conquered planets to stop reinforcements from reaching the surface. (Episode: The Pickett Line) The energy based defense grid irradiates the inhabitants of the planet and killed those species unable to handle radiation within a three month time frame. (Episode: Journey to Xibalba)

Espheni fighters were able to deploy pillars that when activated on the ground generated an energy net to the next one. This was used to box enemies within a select area and any contact with the net led to person being disintegrated. (Episode: Ghost in the Machine) Another weapon developed was the deployment of large spherical machines that were dropped by Beamers onto locations populated by humans. Once done, the machine opens up with numerous spikes sticking out whilst a fog was emitted from the top. A tar-like liquid would also spill out onto the landscape and contact with any organism was stuck within it as if they were cemented to the ground. The conditions created by the machine resembled a bog and in this environment a group of Harness slug-like creatures emerged where they sought out hosts. Once discovered, the organisms attacked the prospective host and latched onto their chest where they began to mutate them into creatures for the Espheni. Umbilical's connected the slug-like creatures that pumped a black mutagenic substance for the procedure and severing this cord not stopped the process but killed the parasite. In addition, the tar-like substance along with the parasites were vulnerable to fire forcing them back. (Episode: Shoot the Moon)

Their spacecraft had automated escape pods that jettisoned to send the Overlord to safety. (Episode: Find Your Warrior)


  • The Monk : he was said to be the genetic father to Lexi. (Episode: Mind Wars) He was later killed by Lexi Mason when she learnt of his intentions to initially use her as a weapon and then kill her. (Episode: Drawing Straws)
  • The Queen : a singular entity that ruled the Espheni who revered her to almost religious levels and served as their leader (Episode: Reunion)


  • Originally, the aliens were unnamed and individuals were simply known as Overlords with their actual name being given in Season 3.


  • Falling Skies: "Be Silent and Come Out" (2013)

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