Rachel and her son reunite and more information is dragged out of Rachel and her old "friends" before the black out. Charlie and the gang run into a group of children whose parents were killed by the militia about eight years ago. Miles feels responsible so he and Charlie devise a plan to get their leader, Peter, who was captured by the militia and sent to a militia ship. Though they want to do it alone, some of the children follow them, including Peter's brother Michael. Charlie lets the militia capture her and becomes a conscript. She escapes with Peter, but she is branded with the Monroe Militia symbol on her wrist. Miles and Nora also come to her aid, but Michael sneaks in, is captured, and used against them. Back at the lighthouse, where Aaron and the children are staying, Aaron's pendant randomly starts working, lighting up the lighthouse whose light distracts the crew of the ship while Charlie, Nora, and Miles kill the crew and free everyone. Back in Philadelphia, one of Rachel's old coworkers, Dr. Bradley, is captured because of his knowledge of the blackout thanks to the information Rachel provided. His daughter is hurt and captured, to force him to reveal all he knows about the blackout, including the location of his pendant. Miles asks Aaron for an explanation about the lighthouse and he is forced to reveal the existence and power of the pendant to Miles and Charlie. Meanwhile, it is revealed that Grace is being held captive by Randall.
Flashbacks: Prior to the blackout, Ben was the head of a small startup technology company that Rachel and Grace worked for trying to create renewable free green energy, however their experiments have the opposite effect and instead cause a blackout in a localized area. Ben demonstrates this to Randall, the Asssitant Secretary of the United States Department of Defense, Randall, seeing its potential as a weapon, promised them a contract to experiment further, but Rachel has reservations about the experiment being weaponized. Ben is insistant on accepting Randall's offer since the company will go bankrupt in less than a month if they do otherwise. Rachel still has doubts but the son she's expecting is gravely ill, and Randall offers her a chance to enter a maxed out medical program that may save him.