The episode begins 20 miles outside of Philadelphia at a rebel base. Miles and Nora are trying to convince the rebels to help them get into Monroe’s base in Philly so they can rescue Danny. The rebels on their part are suspicious of Miles because Miles used to be the commander of the Monroe Militia. Miles promises to give the rebels “a clean shot” at Monroe. That is an opportunity they cannot turn down. Charlie feels confident, but Miles thinks they are all going to die. Charlie, Miles, Nora, Aaron, and a couple of rebels enter the city via the underground train tunnels. As they are walking into the city, Nora and Danny are talking about Miles and Monroe’s history.
Nora says Miles tried to kill Monroe before he left the militia, but Miles could not pull the trigger when the time came to do the deed. At just that moment, Charlie steps on a mine. It does not go off, but Charlie is in trouble. Inside Monroe’s HQ, Charlie’s mother, Rachel is working on a machine to amplify the power pendants. Right now, the pendants can only power things in about an 8 foot radius. Rachel is using it to make a boom-box play “Since I’ve Been Loving you” by Led Zeppelin. Rachel explains to Maj. Neville that her amplifier will allow the pendant to power things up to a half mile around it including tanks and airplanes. Neville is pleased, but the device isn’t ready yet. Back at the mine with Charlie’s foot on it, Nora thinks she has deactivated the device.
They all run. The group escapes but the mine goes off after a few seconds and activates other nearby mines. The tunnel collapses behind them. Looks like Charlie and gang along with the rebels have no choice but to keep going forward. As the group is walking through the tunnel, Aaron is having a conversation with a young rebel named Ashley. She is great with a bow and arrow and the two of them seem to be connecting a bit, from the looks of it. Miles sees a militia scout run into a room to the side of the tunnel. When he investigates, there is no one there, much to his surprise. Miles seems somewhat unsure if he can trust his own vision at the moment. Moments later, they are wading through some water and Nora becomes convinced that she is being attacked by an alligator. Again, nothing is there, much to her surprise.
Aaron figures out that the mine explosion cave-in cut off their air supply and that the lack of oxygen is causing the entire group to experience hallucinations. In other words, they simply can’t trust everything that they see. The group eventually gets to the train exit Miles expected to take, but it has been sealed by the militia. They know they need to keep looking and find an airway really soon or they are all going to die due to lack of oxygen. Miles in the ends sees a doorway. He goes through and it is clear he is hallucinating because it is a finely decorated dining room. Monroe is there and he gives Miles a big hug with “Kashmir” playing in the background. Miles knows for a fact that what he is witnessing isn’t reality, but he cannot pull himself out of it. Monroe says, “You look tired, brother”.
He then asks Miles why he left. Miles says the blood just got to be too much. Monroe says he knows Miles’ dirty little secret that if Monroe offered to let him return, Miles just might accept the offer. “You’re scared, Miles,” he says. At that moment, Miles snaps out of it. The group continues to march through the tunnels. Now it is Aaron’s turn to hallucinate, from the looks of it. He is seeing visions of his wife walking alongside him, much to his horror. She keeps asking why he left her, why he could not protect her. He is trying not to acknowledge the vision, but she keeps on talking and it eventually seems like it’s getting to him. The group fighting all odds comes to a doorway that seems to be leaking air, much to everyone’s relief. Miles and the rebel leader burst through it.
One of the rebels says, “We’re all going to live”. Just then, the rebel leader turns and shoots that man in the chest, much to everyone’s shock and horror. He blows away another rebel too before ducking through the doorway and putting up something to block it. Turns out he is an undercover militia member and he wants to take Miles back to Monroe and was hence pretending to be a rebel. Charlie and gang along with the rebels get through the doorway and begin pursuing Miles and the undercover militiaman. The undercover militiaman shoots Aaron’s rebel friend, Ashley, but Charlie gets off a crossbow bolt that takes him out. However, Charlie is hit by a bullet, during the whole process. Charlie opens her eyes and is in a room with her dead father, much to her surprise. The scene seems to imply that Charlie is in heaven or something like that.
Her father comforts her and says she looks like she needs to rest. In the real world in the meantime, Miles is over Charlie’s body. Turns out, a bullet has grazed her head it looks bad but not nearly fatal. As her father is telling Charlie to rest and close her eyes, Miles is begging her to open them. Charlie is in her dream world with her father and is apparently tempted to follow his advice. In the end she figures out that this world is not real. Her father wants her to stay here with him. She wants to stay, but knows she needs to get back to reality to save Danny. Back with Miles, Charlie opens her eyes, much to his relief. After resting a few hours, Charlie is ready for them to get moving again. Miles says they can afford to rest a while longer. Charlie tells Miles he saved her.
They approach a door that should take them to the surface, into Philadelphia. From the looks of it, it seems that the rebels are all dead. Charlie, Nora, Miles, and Aaron are the only ones still alive. Rachel on the other hand is working on the power amplifier. Monroe comes in and says Maj. Neville does not trust Rachel. They bring in one of Rachel’s former colleagues, Dr. Jaffe to inspect the device, so he can confirm if what Rachel is doing is correct, or if she is simply giving them the runaround. He inspects things and says it is actually a bomb.
Monroe says he doesn’t need Rachel anymore because he now has Jaffe. Basically it seems he and Neville are clearly planning to kill Rachel and her son, Danny. Rachel immediately fathoms Monroe’s true intentions. She as a result grabs a screwdriver and stabs Jaffe in the heart, much to their surprise. Jaffe dies, before they can do anything much. Rachel then somewhat calmly says, “Now you need me”, with Monroe and Neville still looking on in shock. The episode ends at this point.