The shuttle cabin survives a brutal descent, leaving Holsten injured and the crew disoriented in darkness. With air and suits limited, Scoles forces a risky plan: send Bales outside to test the air. She reports seemingly safe conditions until ants swarm, slicing into her suit and body with metallic mandibles, sending her into a fatal panic.

Opening the airlock exposes the cabin to the planet’s air, but they have no choice. Ants pour in, stinging Tevik and infiltrating the compartment. One ant projects flaming chemicals, igniting the controls and forcing Lain to open the rear of the wreck to escape. Abruptly, the ants’ coordinated assault collapses, and they begin fighting each other and retreating into the forest.

As the humans regroup outside, a large spider approaches, pausing to observe them. Scoles, shaken and desperate, shoots it, marking a disastrous first contact. Thunder grows overhead: Karst’s shuttle descends with armed security.

Karst orders surrender. Nessel persuades Scoles to give up, but as Lain and Holsten are taken aboard, Karst’s men execute Scoles and the wounded Tevik; Nessel flees into the forest. Karst reveals a deal with Kern: recover Lain and Holsten, eliminate mutineers, avoid interference on the planet.

Kern, listening in and controlling systems, directs that the crash site will be destroyed using the captured drone’s reactor to deny technology to the planet’s fauna. With the site aflame and the forest looming, Karst lifts off with Lain and Holsten, leaving Nessel at large below.