Miles' and Charlie's group flee from a newly functional Militia helicopter by hiding in an abandoned diner. The diner is destroyed by rocket fire from the helicopter, but the group survived in the reinforced walk-in refrigerator. After a short discussion, the group decides to warn and aid the rebels in their fight against Monroe's forces. Rachel and Miles are in need of anti-air weaponry, so they seek out another scientist, John (Leland Orser), who is in possession of both weapons and another pendant. While alone, Miles tells Rachel that he saw her dead body and would never have abandoned her had he known she was alive. John informs Rachel that Randall captured Grace and then incapacitates them before revealing that he also is working for Randall. Miles, however, frees himself, incapacitates John, and takes the weapons and the pendant along with Rachel. Charlie and the others go to the rebel headquarters to warn the rebels, but the mood is grim as Commander Ramsey, the rebel leader, believes they can no longer win, but Nora says that Miles will help. Neville and his son Jason (formerly known as Nate) overlook a massacred rebel camp, while Jason voices his disapproval of Monroe's methods, because the rebels don't stand a chance. They eventually find the rebel headquarters and spot Charlie among many people there. Jason refuses to order an air strike, and he and Neville come to blows, with Neville beating him up and telling him to never come home. Neville then orders the air strike and tells Monroe that Jason is dead. Jason proceeds to warn Charlie, who is grateful but says he can't come with her. Monroe's helicopters arrive and the rebels take many casualties before Miles and Rachel arrive with surface-to-air rocket launchers. Miles aims his rocket launcher but is knocked out by the concussion from a missile. Danny then takes the rocket launcher and fires at the helicopter containing the amplifier, the source of power for both Militia helicopters. As the helicopters fall, Danny is killed by stray bullets to his chest. Later, Rachel cuts into Danny's body and pulls out a device with a flashing LED. Earlier, Grace is revealed to be working under duress for Randall to get the elevators working so Randall could go to Level 12 of the unknown location. Later, Randall and John arrive in Philadelphia by car that works via pendant and offer their help to the Monroe Militia.
Flashbacks: Rachel reasures a young Danny that she isn't going anywhere as he is prepped for an experimental procedure, but she expresses her doubts regarding the procedure to Ben. He, however reminds her that nothing else has worked and this is their only option.
Tropes (See Your Mileage May Vary items here):
- Never-Forgotten Skill: Exemplified, where the world has suffered an electricity blackout for 15-and-change years, but all of the soldiers have more or less retained all of their smooth skills behind the fighter stick of a Huey helicopter.