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



Guest StarringEdit

Special Guest StarEdit


Cast NotesEdit



ISN is back on the air with a new anchor, but it has been transformed into a mouthpiece of the Clark dictatorship.

Sheridan tries out the new Starfuries, which can operate inside an atmosphere, when he is informed of a signal from an Earth vessel within B5 space. He decides to investigate himself. The ship turns out to be a Black Omega starfury carrying Bester.

Act IEdit

Bester tells Sheridan that he knows of a Shadow transport carrying weapons. Bester's motive is that he dislikes the Shadows' influence over Psi Corps.

G'Kar confronts Ivanova, reminding her that he was promised membership in Sheridan's new anti-Shadow alliance, the "War Council."

Act IIEdit

Sheridan takes a White Star with Bester on board to track the Shadow vessel in hyperspace.

Delenn confesses to G'Kar that the Grey Council knew of the Shadows' alliance with the Centauri but said nothing, thus allowing the Centauri to attack the Narn homeworld; they were trying to keep the Shadows ignorant of the Alliance's knowledge of the Shadows' return. G'Kar says he understands but that he does not forgive her.

Act IIIEdit

The Shadow vessel crew commits suicide rather than be captured, but the White Star succeeds in claiming its "weapons" cargo: 100 telepaths in cryonic suspension. When Dr. Franklin sees the cyberweb implants on a telepath, he takes the ID bracelet to Bester who identifies the telepath as a blip - then Bester sees the name on the bracelet: Carolyn Sanderson. She gets loose and starts taking over Medlab due to the Shadows programmed commands in her brain. Before she is sedated and re-frozen, she says to Bester: "Al, what have they done to me?" and shows him what the Shadows' servants did to her. Shaken to the core, Bester reveal to Sheirdan and Ivanova that Carolyn is the only woman he has ever loved. He begs them to save her, and promise in exchange to do anything to return the favor, claiming that the war against the Shadows is now also his war.

Act IVEdit

Garibaldi figures out that the reason the Shadows killed all Narn telepaths a thousand years ago was because telepaths are a danger to the Shadows; apparently, this was before the Shadows developed those cyberweb implants to control telepaths and thus prevent another thelepath's attack.

Act VEdit

The Shadows are now openly attacked planets in Brakiri space.

Memorable QuotesEdit

"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, re 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

DVD ReleaseEdit

This episode, along with the other 21 from Season 3 have been released on DVD with extensive Special Features.

External LinkEdit

Episode guide page for Ship of Tears at the Lurker's Guide