Rachel unpins the grenade in Monroe's tent, but one of Monroe's bodyguards pushes her out of the way. Another militia soldier tackles Rachael and throws the grenade outside just in time. Aaron witnesses Rachel being led in chains, eliminating his chance to get into the Tower. Rachel is allowed access into the Tower, much to the astonishment of Randall. The group inside the Tower witnesses Monroe's entry as the leader, called Jenkins, orders his men to take their weapons to fight Monroe. Miles lands the helicopter four miles from the Tower (Jenkins is the same man who was the Tower's commander and who took Randall's order to activate the machine causing the blackout). On his groups hike to the entrance of the Tower, they run into Aaron. Aaron tells Miles that there is a way into the Tower, but they have to find a way around Monroe's troops. Inside the Tower, Randall shows Monroe the control room, where the U.S. government's satellites still have live feeds of the entire planet. According to Randall, the Tower has the capacity to do anything and is impervious to everything, including the Blackout. However, they first need to go to Level 12. Rachel is shocked when Randall reveals this, but Monroe and his troops enter the elevator, ready to witness the entirety of the Tower's potential. Monroe and his group take the elevator to Level 12, but it stops at Level 11. Monroe's men step out of the elevator, but an alarm sounds and Jenkin's men, using superior coil gun weaponry, begin to take down Monroe's men. Rachel runs for cover in a room that was a vice-presidential bunker, but Monroe follows and pins her, demanding to know who the attackers are. Outside, Tom Neville and Jason take out the Militia encampment's power source with grenades. Aaron and Miles rush to open the doors of the Tower as Monroe's men descend on them. However, only Miles, Charlie, Nora, and Aaron can get in, leaving Jason and Neville outside when the door shuts. The Militia captures Jason and Neville, but they manage to plot a revolt with the assistance of the local commanders they meet during interrogation. Rachael, Charlie, and Aaron are captured by the attackers and are led to a place where there are families. They grow their own food and live to protect the Tower, especially Level 12. Grace Beaumont and Jenkin burn Doctor Warren's journal in order to prevent Rachel and Aaron from turning the lights back on. This is because there are two possible results of deactivating the nanites. It could turn the lights back on, or it could set the world on fire.
Flashbacks: One week before the Blackout: we see Ben working on something for Randall. Ben and Rachael are having marriage difficulties due to the stress of the project. Rachael wants to spend time apart after the project is launched. Four months after the blackout: We see Ben turning on the Pendent, which enables him to turn on a computer that he uses to contact others. Grace responds to Ben on the computer as Rachael has a suicidal breakdown over the blood on their hands. Ben encourages her to stay strong for the children.