The episode begins with Miles and team watching as a chopper heads their way. The machine guns attached to the chopper begin firing at them and they make a run for it. The scramble into an abandoned diner and couple of missiles are fired into the diner blowing it to bits. Assuming everyone to be dead, the chopper flies away, but it turns out Miles and team hid in a storage room with a metal door, so they all escaped unscathed. Miles tells everyone that they have to quickly leave because Monroe’s men will come looking for the bodies.
In Philadelphia, Tom informs Monroe that no remains of Miles or his team were found, but Monroe isn’t worried because he has power to light up cities and fire up weapons. He orders Tom to find every rebel camp in the surrounding area, so the choppers can destroy them. His ambition is to set up a Monroe Republic throughout U.S. Miles and team manage to fool Monroe’s guards at a checkpoint by hiding in coffins, while Charlie and Nora pretend they are transporting dead bodies out of the city. The next day, after coming out of the coffins they all hug each other with smiles on their faces. They are glad to be alive after the ordeal they have been through. Soon after, they see a chopper flying overhead. Judging by the direction in which it’s flying, Miles guesses the chopper is headed for Westchester, where there is a rebel camp.
At Westchester, a bunch of rebels have convened in an abandoned building to plan an attack on the militia, when the chopper arrives and shoots them all down. Miles and team arrive at the building a while later and see the chopper flying away. Inside the building, they see the carnage and Nora decides to report this to the rebel central command located in downtown Annapolis. Rachel says she can arrange for missile launching systems that would attack from surface to air. Miles says that kind of technology would require power and Rachel counters that Monroe has power, so Miles and team should also get some. Rachel says an associate of hers can help them with this issue and Miles says he will go with her to meet this person. He tells the team to look out for choppers while he is away.
Tom is interrogating a terrified looking teenager about where the closest rebel camp is. Nate is standing nearby and looking on with disapproval. Nora and team arrive at the rebel headquarters in Annapolis. Nora and Charlie have a conversation with Ramsey, the rebel commander, and he says there isn’t any hope for survival now that Monroe has the choppers. They tell him that there is still a chance the rebels might survive thanks to Miles and Rachel.
Somewhere along the way, Rachel and Miles stop for the night and Miles apologizes to her for everything, but it seems she hasn’t forgiven him yet. Tom and Nate are spying on the rebel headquarters, when they see Charlie there. Tom with a smile on his face tells Nate that they should immediately order a chopper raid. Nate says he can’t be a party to this decision because too many lives will be lost. They get into a heated argument about the issue that ends up in a violent physical confrontation. In the end, Tom manages to get the better of Nate and orders him to never come home again.
Rachel and Miles arrive at their destination and meet a guy named John. She tells him Monroe has an amplifier and John looks worried. Rachel tells him she needs his help and he takes them to the basement of his house where there is power. Miles and Rachel are pleased to see some heavy duty guns and missile launchers kept there. Nate meets Charlie and tells her about the airstrike Tom is planning, while at it, he also reveals to her that his real name is Jason and he is Tom’s son. Nate tells Charlie that she has 12 hours to warn everybody. Nate says he has quit the militia and has nowhere to go. She tells him that although she appreciates the warning, he can’t come with her.
At John’s, Miles and Rachel are looking through the variety of weapons, when John reveals to them that he is working for Randall now. He uses a powerful sonic device to incapacitate them. Randall is at his office, where Grace is repairing an elevator. He tells her something’s come up and so he is leaving her in Austin’s care, which worries her. He orders her to make sure she has the elevator working by the time he is back, so he can get down to level 12. At the rebel camp, Commander Ramsey tells everyone that they will stand and fight instead of running away because it’s impossible to evacuate the injured within 12 hours.
Nora, Danny, Charlie and a bunch of others volunteer to be the first line of defense against the choppers. Mile and Rachel regain consciousness and find themselves tied to a chair. John tells them that he has informed Randall and he is on his way. Miles manages to free himself while Rachel keeps John distracted by talking to him. After he is free, Miles beats John unconscious. Rachel suggests they quickly grab the weapons and leave before Randall arrives.
Monroe orders the strike on the rebel headquarters and thanks Tom for the intel. He notices Tom looking really worried and questions him. Tom says that his son is dead, which seems to shock Monroe and he expresses his condolences. At the rebel camp, they hear the choppers approaching and immediately get ready with their weapons. There is gunfire exchanged between the rebels and the choppers, but the rebels seem to be hardly doing any damage, whereas the choppers take down a bunch of rebels.
The rebels are nearly out of ammo, when Miles and Rachel arrive. Miles takes aim with a missile launcher powered by an amplifier, but before he can fire at the chopper another one arrives and fires a missile at him. It narrowly misses Miles, but he is knocked off his feet and passes out. On seeing this, Danny decides to take matters into his own hands. He picks up the missile launcher lying nearby and fire at a chopper. The chopper bursts into flames and crashes to the ground. The chopper that was destroyed had the amplifier in it, which was also powering the other chopper that now begins to spiral out of control.
Before going down, the chopper fires a few rounds and Danny, who is in the line of fire, is riddled with bullets. Rachel and Charlie rush to Danny, but they see that it’s too late. While they are sitting by themselves, Charlie tells a distraught Rachel that they have to take down Monroe at any cost and they have to do this for Danny’s sake. Randall and John arrive at Monroe’s office and ask him how they can be of service. Rachel tells Danny’s lifeless body how much she loves him. She then makes a small incision in his chest and removes a device that looks like a capsule with a light blinking inside. The episode ends at this point.