The episode begins with Miles and Aaron burying Danny, while the other rebels look on with grief written all over their faces. In the night, while Commander Ramsey is talking about how it should be business as usual once again, Miles interrupts. He tells Ramsey his strategy won’t work if the rebels want to win. Miles says he is with the rebels now and wants to help take down Monroe and burn Philly to the ground. He says in order to take Monroe down he would need his guys, who are ex-militia, to train the rebels and lead the attack.
Nora asks who Miles has in mind and he says, for starters, he wants Jim Hudson, whose whereabouts are unknown, but Miles says he will find him. Nora is surprised to hear Miles suggest Hudson’s name and reminds him that not only might Hudson not agree, but he might even try to kill Miles. Miles agrees with her, but is willing to give it a try. The next day, Miles and Nora pack their stuff and leave in search of Hudson, while Charlie and the other rebels are brought to a new base by Ramsey and his men. In the night at the base, Rachel sees Charlie getting ready with guns to leave with a bunch of rebels.
A group of militia men were spotted nearby and the rebels are planning a raid. Rachel tries to dissuade Charlie, saying it’s too dangerous, but Charlie pays no heed and leaves. Aaron removes the pendants from his bag, places them on a table in his room and they begin emitting some light. In Flynn’s base, he and Monroe spot the exact location of the pendants on a screen and Flynn says that if the pendants are turned on he can track them. Flynn says that he can get Monroe as many pendants as he wants and scientists, who can build him more amplifiers. All he wants in return is for them to work together, so they can eventually rule the continent.
Miles and Nora find out from Hudson’s bother where he is and as they are riding away, a man with a scar on his forehead sees them and rushes off somewhere. Next, the man is shown reporting to a commander in a nearby militia camp that he saw Miles and also that he is looking for Hudson. As a reward, the commander orders his soldiers to kill the man. The next day, Charlie returns from the raid and Rachel is worried on seeing blood on her face, but Charlie clarifies that it’s not her blood. Miles and Nora arrive in a town in Virginia where Hudson is.
They go into a library and find Hudson there working as a librarian. He initially refuses to recognize them, saying his name is Henry Beamos, but when he sees they aren’t ready to give up he takes them to the basement and points a gun at Miles. He reminds Miles how he and a few other guys had gotten him into Monroe’s bedroom and all Miles had to do was pull the trigger, but he bailed on them. Miles admits what he did was wrong and says it’s time they finished the job. Hudson looks baffled on hearing this. At the rebel camp, Rachel notices the pendants emitting light and making a weird noise. She asks Aaron about it and he says that it has happened before. Rachel looks worried and says that it shouldn’t happen.
While they are having this discussion, they hear sirens. They rush out and, in the distance, they see the militia approaching in Hummers. In Virginia, Miles is trying to convince Hudson to join the cause, but he refuses, saying he has a life in the town and doesn’t want to leave no matter what. At the rebel camp, Charlie and Aaron are making a run for it along with all the other rebels before the Hummers arrive. Charlie realizes that Rachel is nowhere to be seen and assumes she is still inside. She goes back in and finds Rachel making arrangements to destroy the pendants. Charlie tells her that they have to leave, but Rachel says the pendants have to be destroyed first, so Monroe and Flynn can’t get their hands on them.
Flynn and the Militia arrive at the camp and using a homing device, Flynn detects that the pendants are still inside. While Flynn is heading their way, Rachel removes a flash drive from each of the pendants and throws them into a vessel containing acid. The flash drives begin to dissolve and Flynn is surprised to see them fading away from the screen of his homing device. He orders his men to seal the exits and arrives at the empty lab, where he finds the destroyed pendants. In Virginia, Miles and Nora hide behind a tree when they see a bunch of Militia men coming down the road. Miles concludes it’s a kill squad that has been sent to hunt down him and Hudson.
At the rebel camp, Rachel, Charlie and Aaron are still stuck inside the building and are hiding in one of the rooms. Rachel tells them that Flynn was her boss, when she was working for the DOD (Department of Defense) and they were building a weapon. While she is telling them this, Flynn announces to Rachel on a megaphone that he is there not for the pendant, but for her and her brilliant mind. In Virginia, Miles again meets Hudson and tells him about the kill squad. Miles suggests they together fight them off. Sophia, Jim Hudson’s wife, who knows him as Henry Beamos overhears their conversation and asks Hudson what Miles is talking about. At the rebel camp, Charlie manages to kill a Militia soldier and acquires his gun.
At Virginia, Miles, Nora and Hudson face the kill squad head-on and the bloodbath begins. Sophia is watching them fight from the window of her house. The Militia captain notices Hudson looking at her while fighting and realizes who she is. At the rebel camp, Charlie, Rachel and Aaron have gotten separated and while trying to hide, Rachel finds herself surrounded by Militia soldiers and comes face to face with Flynn. While Flynn is walking Rachel to his car, he tells her about his grand plans and the moment they step out of the building Charlie, who is hiding at the entrance, begins firing at them. Charlie kills all the soldiers and Rachel as a result manages to escape with her and Aaron, while Flynn looks on helplessly.
In Virginia, while Miles and gang are slaughtering the kill squad, the Militia captain breaks into Sophia’s room and finds her. He is about to kill her, when Hudson arrives and butchers the captain. In the night, Hudson bids his wife a final goodbye and tells Miles that he is ready to go with him. Aaron, Charlie and Rachel are camping in the woods near the abandoned rebel base. Miles and gang arrive there and Aaron is glad to see them. Flynn while driving back recalls the night of the blackout. It is shown that he ordered the weapon Rachel and the rest of his team built to be used on a terrorist base in Afghanistan.
Back in the present, Aaron asks Rachel what’s going on and begs her to tell him the truth. After considering for a while, she agrees to tell him everything that she knows and begins by saying that there is this place called “The Tower”. The episode ends at this point.