The Outer Limits (1995–2002)
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The Second Soul 

When an alien race makes first contact with the Earth, they request only one thing: Earth's dead. It seems the alien beings exist in a gaseous state that will come to an end if they are not... See full summary »


Paul Lynch


Alan Brennert


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Episode complete credited cast:
D.W. Moffett ... James Heatherton
Rae Dawn Chong ... Karen Heatherton
Richard Grove ... Kadimas
Mykelti Williamson ... Dr. Michael Alders
Garry Davey ... Randall Kelly
Kent Gallie Kent Gallie ... Jeffrey Littman
Madison Graie Madison Graie ... Nancy
Julian Christopher ... David Aftergood
Debbie Podowski ... Tali MacGregor
Fulvio Cecere ... Det. Richard Jacobs
Barry W. Levy ... Vila (as Barry Levy)
Yvonne Campeau Yvonne Campeau ... Jaru
Alex Diakun ... Minister
Victoria Maxwell Victoria Maxwell ... First Protester (as Victoria S. Maxwell)
Dax Belanger ... Second Protester (as Michael-Dax Belanger)


When an alien race makes first contact with the Earth, they request only one thing: Earth's dead. It seems the alien beings exist in a gaseous state that will come to an end if they are not given host bodies to occupy. The bodies of the dead will serve that function. One year later, Dr. Michael Alders is in charge of the program to provide the aliens with bodies. He considers them them to be parasites but carries on as best he can. When his best friends, Karen and James Heatherton die and are included in the program, his discomfort grows. When he learns however that the aliens have transported potentially toxic gases to Earth, he assumes the worse. Written by garykmcd

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Release Date:

14 April 1995 (USA) See more »

Company Credits

Production Co:

Atlantis Films See more »
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Did You Know?


Rae Dawn Chong who plays Karen Heatherton is one of two stars from Commando (1985) to star in this series. Alyssa Milano starred in The Outer Limits: Caught in the Act (1995) See more »


[last lines]
The Control Voice: What if you were to wake up to a different world tomorrow - a world of invaders? Would you raise your voice with the aliens in a chant of remembrance and regret, bidding farewell to a vanished world... or would you fight against those who might ultimately help us?
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User Reviews

Just a Little Too Slick
23 February 2014 | by HitchcocSee all my reviews

An alien race suddenly makes its presence known. Of course, the government is a bit suspicious at first, but the aliens ask just one thing. They want the bodies of dead people who died without severe physical damage. Once they have the bodies, they transfer their own beings into the corpses, re-animating them. They have no trace of the memory of the deceased. The person supervising this process is disgusted by his work, but carries on because his superiors have forced him. All goes reasonably well. He maintains a working agreement with the alien representative who gets frustrated with the slowness of the process. The interplanetary visitors are seen as parasites and demonstrations are actually held in the streets against the robbing of graves. All is reasonably well until the death of the wife of a coworker at the agency. He wants his wife back, even if she is only a walking shadow. This leads to his boss allowing the procedure against his better judgment, but the man insists on following the woman/alien around. The conclusion is interesting but a bit much.

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