The episode begins with Charlie, Miles and Nora on the move. Miles attempts to talk Nora out of her association to the rebels, as he feels it’s not a good idea, and is still unhappy at this decision of hers. The scene then flashes back to eight weeks after the blackout. Miles and Monroe are shown talking about what they should do, and discuss what their next course of action should be, given the state of affairs. Miles wants to go look for Ben, and Monroe says he'll come along, in order to help Miles look for him. Back in present day, the threesome is shown arriving at the rebel base and finding Nora's friend Nick.
He tells her they're in trouble and shows them that a bunch of the rebels have been injured, thanks to a skirmish that took place. Nick says they were trapped by militia while they were trying to buy some guns, for their cause. He then elaborates that 12 were killed as a result of the conflict and one is missing, as a result of the skirmish that they had. The missing man has possibly been captured by the militia. Miles on his part thinks they have to re-locate before the captured man gives up their location to the enemy, and also that, now it’s very dangerous to stay put where they are; as the militia might arrive at their doorstep anytime now. The captured rebel soldier on the other hand being questioned about the location of the rebels, he apparently has been tortured for information.
He in the end gives up the position just as Miles had suspected and is killed for his efforts, as he is of no use anymore. Danny gets into it with a soldier who is upset he shot his best friend back during the exchange where Ben was killed. Miles is visibly worried about the impending arrival of the enemy and wants everyone to leave the rebel base immediately as he can foresee the imminent danger that is lurking around the corner. But Nora would like a half hour to get everybody packed-up, and isn’t ready to simply leave without doing so, despite Miles insisting on it. Charlie on his part decides to stay and help Nora, pack things up, for the imminent departure, as he feels it would help speed things up. Aaron and Maggie on the other hand get to Grace's house and find the front door unlocked.
Aaron then finds the remnants of a computer, which in other words means she must have had power, from the look of things, is what he assumes. Miles and Nora continue to argue over her being with the rebels, and he once again reiterates the fact that he is extremely unhappy with her being with them. She says a man is partly responsible. The rebels come under militia attack, just then. Therefore what Miles had feared comes to pass. Miles as a result sends a guy named Trevor to the roof with the sniper rifle, in order to take care of things, so they can buy some time for themselves. Trevor then starts picking off soldiers one and after another and the militia has to fall back, as a result of Trevor causing enough damage.
Miles tells Nick he thinks they need to start working on a tunnel to get out, as they have no other way of escaping, given the present situation. Trevor has managed to buy them some time, but the tunnel is their only hope for freedom. Nora on the other hand reveals to Charlie that, the reason she joined the militia was because of her son. She basically wants to get revenge. She then reveals that, she fought the militia while five months pregnant and lost her baby, during the course of the fight, as a result of injuring herself. Danny is woken up in the middle of the night by the soldier who doesn't like him. To get payback for his friend he begins beating Danny mercilessly, much to his shock and horror. Flashback to Miles and Monroe, coming across dead body, after dead body, much to their shock and horror.
Miles is upset that nobody is there to help the hungry. He apparently is feeling really sorry for them. Back in the present, with Trevor running out of ammo Miles' tunnel collapses. Charlie wants them to do something. The soldiers on realizing that Trevor has run out of ammo, in the end break through and a fight ensues, as a result of it. Miles drags the commanding officer, Jeremy who he has managed to get hold of, into a back room, thinking they'll be able to trade his life for theirs, as he now knows he can do nothing else to save everybody’s life and escape. Later, the prisoner tells the rest of the room that Miles was a founding leader of the militia, second only to Monroe.
In other words he was basically the guy who trained everybody in the militia. Everybody is visibly shocked at this revelation that is made by the prisoner. Miles too seems to have fallen in an awkward position thanks to this revelation. Jeremy then tells Miles the rules of engagement have changed and they won't negotiate, basically hinting that he doesn’t care what happens to him. Charlie gets Miles to admit what he used to be. He then reveals that, the reason the militia cannot be stopped is "they're mine. I trained them. They are brutal and smart and ambitious, because of me". Aaron on the other hand is frustrated trying to make sense of what he's finding in Grace' attic, as he can’t figure out what all of it actually means.
Miles seeing no other option left to him, for saving everyone’s life tells Jeremy if he lets the rebels go he'll turn himself in, in exchange for that. Jeremy takes Miles up on his offer and agrees to let everyone go in return for taking Miles prisoner. Danny on the other hand fakes an asthma attack and turns the tables on the soldier who beat him. Jeremy asks Miles if he really knows anything about turning the power back on, as that is the only thing which is also on the militia’s mind. He says Monroe has been angrier since Miles left, as he had never expected Miles to betray him. Charlie and Nora lead an ambush of the militia holding Miles and are eventually able to escape with him. The scene then again flashes back to Miles and Monroe after the blackout.
Miles stops men who have been killing people for their food, as he feels what is happening, is wrong. He shoots them both as a result of this and ends up saving a man who turns out to be Jeremy. Aaron tells Maggie a story about the fact that the blackout turned the world back to a schoolyard, taking away the power he'd acquired while at Google. For a few seconds the electronic devices in the room begin to turn on, much to their surprise. Aaron has no idea as to why that just happened, but is visibly astonished, at it happening. The episode ends at this point.