The episode begins with Ben and Karen walking through the woods. Ben is taking her to a place he knows. Karen wonders how he knows about this place and he tells her about the some skitters that were able to resist the effects of the harness. And he tells her about how he was contacted by the Red Eye through his spikes. As they are walking, their spikes glow and they realize that some skitters are around nearby. But they aren’t the rebels. Just then the overlord arrives and Karen looks happy. She tells Ben that the overlord has been in contact with the rebel leader. Ben is visibly scared. Karen has got back her harness and she is holding the slug in her hands. She wants Ben to go with her and get himself harnessed.
She tries to seduce him and a skitter holds Ben from behind. Just then shots are fired and the slug and the skitter are killed. Tom, Hal, Dai and a few from the second mass arrive for Ben’s rescue. A fight ensues. Tom has the overlord at his gun point and the mechs stop firing. Hal is confused and Tom tells him that the rest don’t want the overlord to get hit; he is too important. At the hospital, the second mass is packing up to move base. Anne tends to Maggie’s wounds. Maggie wanted to go with Hal and the team; but Anne tells her that it wouldn’t have been a great idea. Jamil tells Lourdes that the vehicles are ready to move to Charleston. Matt has been looking out of the window since the time Ben has gone. Matt does not want to leave before his father and his brothers arrive. Weaver is out of bed, back on duty.
Weaver tries to distract Matt by giving him responsibilities to handle. Weaver is worried. Just then Tom arrives with the rest of the team and the overlord. He tells Weaver that Karen slipped away. Tom wants to take the overlord to Charleston. Just then there is an attack on the base. Weaver tells Tom that all this firing is to distract them. Tom goes to check the back door and sees a mech trying to enter. Tom kills the mech by blowing up the oxygen cylinders. Tom arrives to check what is happening outside. Weaver tells him that they backed out after the explosion Tom caused inside the hospital. Weaver tells Tom that they cannot protect Ben anymore. He is a threat to the rest of the mass. Just then Karen calls out to Tom; she wants to talk things out.
She tells Tom that if they don’t release the master, things could get really ugly. Tom and Hal approach Karen and she tells them to set her master free and their lives would be spared. But Tom tells her that they will let him go once they have cleared the base and she has no other option. On their way back into the hospital, Weaver tells Tom that Karen has put them in a tight spot. He then tells Hal to check on the access tunnel they found out and see if it comes out beyond the alien position. But then Jamil tells him that if they use that tunnel then they will have to leave their vehicles behind; and that means that they would not be able to carry most of their supplies. Ben apologizes to Hal and thinks that he shouldn’t have let this happen as now everyone is in danger because of him.
Hal assures him that they will get through this and Ben tells Tom that he will have to leave the second mass. Tom disagrees and Ben tells him to stop holding on to him. He tells Tom that the overlord wanted to get information out of him in the woods; but he did not give out any. But he also tells Tom that the overlord is terrified of the rebellion. In the hospital, Lourdes, Matt and Anne find Jamil in a hallway. He is badly wounded because of the explosion. He is holding on to the handle of a door and keeps saying “move back”. Anne checks on him and Matt tries to open the door. Jamil stops him. They hear scratching noises coming from the other side of the door. Meanwhile, Hal and Maggie are at the access tunnel. Maggie wants to know if Hal is still in love with Karen; but he says a “no”.
She kisses him. They open the tunnel door and are shocked to see lots of small skitter like things crawling towards them. They immediately shut the door. Meanwhile, Matt tells Anne and Lourdes that there are more scratching noises coming from the floor above. Jamil is in a bad state and Anne gets a stretcher to take him upstairs. Jamil asks Lourdes to leave. But she doesn’t. Just then, to their horror, they see the small skitter like things crawl out of Jamil’s mouth; a lot of them. Anne pulls Lourdes and Matt away and locks the door. Meanwhile, Hal tells Weaver and Tom that he had to stamp one of those insects 50 times to kill it. Weaver wants Hal to tell the construction boys to seal every vent and access points into the hospital.
In the room, Anne opens a vent and tells Lourdes and Matt that this is their only way to escape. Matt decides to go in and Anne tells him to inform the team or anyone he finds that they are in the blood lab. On the outside, Karen wants to talk to Weaver. In the blood lab, Anne wants Lourdes to find an oxygen cylinder with pressure in it. Tom, Pope and Ben hear some noise coming through one of the vents and Pope is ready to shoot the creatures crawling out of it. But then they hear Matt’s voice and they pull him out. He tells them that Lourdes and Anne are in the blood lab. Tom asks Ben to go upstairs with Matt while he and Pope go to the lab. Pope shoots a few rounds into the vent. On the outside, Karen has Boon with her. Weaver and the rest of the team are shocked.
She signals Boon and he walks towards the team. But then mech standing behind shoots him and Boon falls to the ground; dead. The mech leaves. Karen tells Weaver to consider this as a warning and that they are running out of time. Meanwhile, Anne and Lourdes use an oxygen cylinder to light fire and fight their way through those insects. Tom and Pope arrive and they rescue the girls. Weaver tells Tom that Boon didn’t make it and Anne says the same about Jamil. Weaver is shocked. Tom leaves to meet the overlord. He aims his gun at the alien; but he is all prepared and Tom is a little unsure. The overlord then talks through Ben. He tells Tom that they want peace. He says that if they had arrived to commit genocide, then none of them would have been alive.
He tells Tom that once their task on earth is complete, they will leave; but he refuses to tell him about the task. Tom tells the overlord that he knows that they are scared of the rebellion and the humans would defeat them. But the overlord says that the humans are bound by sentiments which can lead them to their defeat. He then stops talking and Ben falls to the ground. But he is in pain and bleeding. He requests the overlord to stop torturing his son. Tom then shoots at the overlord. Weaver tells Tom that Karen was right about the situation getting out of control and Tom says that the fish head was killing his son. Weaver states that they can’t let their emotions get the better of them. Tom is confident that the overlord is really bothered by the rebellion and wants to find out about Red Eye.
Weaver is a little unsure and also fears that if Karen finds out that her master is bleeding in their ward, it could lead to a lot of trouble. But Tom feels that she should find out about the overlord. Karen arrives at the hospital and finds that her master is hurt. Tom tells her that if she tries to leave with her master before the 2nd mass has evacuated, they will blow the whole floor up which is wired with explosives. Once they are clear, she can leave and also save her master’s life. The team is boarding the buses and a mech stands nearby watching them; but it doesn’t shoot them. Next, Lourdes is treating the patients again; but she is still upset about losing Jamil.
But she doesn’t want to talk about it. She feels that something bad will happen to them and all that they have to do is to wait for it to happen. Ben is ready to walk away from the 2nd mass. Tom wants to stop his son but doesn’t know how to. Ben tells Tom that he wants to find the other skitter rebels and fight with them. They hug each other and Ben promises his father that they will see each other soon. Ben walks away and we hear Weaver ordering the 2nd mass to move. The episode ends.