Season 2, Episode 17
Air date , 1994
Written by Mark Edens
Matthew Edens
Animation by AKOM
Episode guide

"Under the Skin" is the 17th episode of the second season of Exosquad.


Phaeton's scientists have succeeded in using Neosapien DNA on Alice Noretti, who was a member Able Squad when she was killed. Phaeton places her on a Terran worker transport, having learned that the Resistance plans to free the workers. Phaeton assumed (correctly) that she would be placed back with Marsh's squad, and since Marsh was a favorite of Winfield it would only be a matter of time before Noretti got the opportunity to assassinate Winfield. Meanwhile the Marsh/O'Reilly romance seems to progress, but is hindered by the arrival of Noretti. Marsala begins to notice clues that indicate Noretti is now a Neo, but Marsh is in denial when Marsala shares his suspicions. Winfield decides to go to the Venusian surface to examine the situation and mingle with the troops, and of course expects to meet Marsh. Noretti acts, and has the opportunity to kill Winfield. But an identity crisis prevents her from doing so, for she embraces her persona. She then tries to fight her way past various e-frames and jumptroops, but after getting hit by O'Reilly her E-frame crashes into the canyon wall, killing her.


Click HERE of a detailed synopsis of "Under the Skin"



  • Bronski has found a dog, which barks at the Neo with Noretti's appearance until she leaves, at which point it licks Bronski's face.

'Takagi: "How can it lick your face and bark at hers?"
DeLeon: "Probably thinks Bronski's another dog."

Significant events, revelations, and other notesEdit

  • Lieutenant Alice Noretti was originally killed in "Target: Earth". (Target: Earth)
  • In "Betrayal" Phaeton has a brain scan conducted on J.T., and there are quite a few images of Noretti. Phaeton sees this and it may have given him the idea to create a replicant of Noretti. ("Betrayal")
  • Marsala used the following clues to conclude that Noretti was a Neo: her lack of desire for food or sleep, the angry reaction of a dog to her, and he didn't need to recalibrate his e-frame cyberjack to Neo brain patterns after Noretti had used it.
  • Marsh takes O'Reilly with him on patrol, and he considers it their first date.
  • Avery Butler seems to have a dislike for Marsh. O'Reilly passes it off as typical jumptroop/exopilot rivalry.

Season 1
Fall of the Human Empire
"Pirate Scourge" • "Seeds of Deception" • "Hidden Terrors" • "Blitzkrieg" • "Resist!"

Veil of Doom
"Target: Earth" • "A Traitor Among Us" • "Scorched Venus" • "Sabotage"

Into The Heart of Darkness
"Abandoned" • "The Brood" • "Betrayal" • "Defying Olympus"

Season 2
"The Gathering" • "The Embassy" • "Pirate's Ransom" • "Ultimate Weapon" • "Expendable" • "Mindset" • "The Last Man" • "Dragon's Rock" • "Inner Dark" • "The Dogs of War" • "The First Step" • "The Greatest Fear" • "Flesh Crawls" • "Behind the Shield" • "Venus Rising" • "Miracle" • "Under the Skin" • "Ultimatum" • "Warrior Brood" • "The Dream War" • "No Surrender" • "Fire Ship" • "Martian Luck" • "The Lost Patrol" • "Call of the Unknown" • "Heart of Mars" • "Winged Fury" • "Night of the Traitor" • "Trial by Combat" • "The Perfect Warrior" • "The Price of Courage" • "Dark River" • "The Art of War"

The Fall of the Neosapien Empire
"One Small Step" • "Fifth Column" • "The Last Jump" • "The Night Before Doomsday" • "Abandon Hope"

"Beyond Chaos"