Charlie, Nora and Miles trudge down a paved country road. Nodding at the stolen sniper rifle slung across Nora's back, Miles gives her grief: she's really a full-on rebel now? It's not like Nora to fight for lost causes. Nora snaps back: "I fought for us, didn't I?" When Miles insists the Militia will butcher her rebels, Nora wonders whether underneath it all, Miles is afraid of going up against Monroe. Miles flashes back to the Marine depot at Parris Island, eight weeks after the blackout. Dressed in civilian clothes, Miles packs a bag, planning to walk to Chicago to find Ben. He can't just sit and wait for orders that aren't going to come. Despite Miles' protests, Bass decides that he's coming too. Miles is Bass' family, so Ben is his problem too.
Charlie, Nora and Miles approach what looks like a deserted family chain restaurant, which now serves as a rebel base. Relieved, Nora hugs rebel leader Nicholas, which prompts Miles to become even more skeptical. Inside the restaurant, the rebels have set up a crude field hospital, filled with a dozen badly wounded people. When a medic asks for help, Charlie steps in, just as another soldier dies. Nicholas explains his people walked into a Militia trap, suffering 12 casualties, one missing. Miles is disgusted; what if the missing guy got captured and gives away their location? Nora insists they have to patch up the wounded and get moving. Miles advises Charlie to let the entire scene be a lesson in what being a rebel is all about.
Nearby in the woods, Militia Commander Jeremy Baker questions his captured rebel using a little game of Russian roulette, accompanied by a lecture about the scarcity of bullets. Bullets can't be made anymore, and since they have to be scavenged, Jeremy doesn't want to waste them. But he promises to use one on his hostage unless he reveals the location of the camp. When the hostage caves in, Jeremy shoots him anyway, then tells his men to move out and destroy the rebel base - no survivors.
Captain Neville relaxes with the autobiography of Lee Iacocca, while Private Richards, Danny's dedicated guard, starts a campaign of demoralizing Danny. It turns out Danny killed Richards' best friend - the soldier who killed his father, Ben. But Danny refuses to be intimidated by Richards. He calls Neville, asking for water, so Neville promptly orders Richards to fetch it. Meanwhile, Miles pulls Nora and Charlie aside for a talk: it's time to go. What happened to the rebels was the result of a kill order. They're supposed to be looking for Danny! Charlie asks Nora how much time she needs to get the rebels situated. Nora and Charlie are staying for the next half hour to do what needs to be done. Miles can do what he likes.
Aaron and Maggie knock on Grace's door, which has surprisingly been left open. Maggie draws her knife, sure that something's wrong. Grace is nowhere to be found, but Aaron is thrilled to spy an old Walkman, and up in the attic, the remains of Grace's computer. It might be insane to think, but it pretty much seems like Grace built a computer, which she would need electricity to use. Smelling danger, Maggie wants to leave, but Aaron insists they risk staying to try to figure out the power riddle.
Charlie gets to know young Sam, who was conscripted by the Militia when he was 16. The year it took him to escape wasn't very good. The Militia chained him, beat him and messed with his head; they turned him into a soldier, just not for them. Miles confronts Nora with his suspicion that she joined the rebels because she's in love with Nicholas. Nora scoffs - Nicholas is a priest. But Miles is right about one thing. She did join the rebels for a guy, so he should drop the subject. Nicholas is just preparing his group to split up and move out when Jeremy and his squad open fire on the restaurant. Charlie is horrified to see Sam has been hit in the belly. Nicholas steps in to give last rites, just in the nick of time.
Miles quickly takes charge, sending Trevor, the rebels' best shot, up to the roof with Nora's sniper rifle, in hopes of buying some time. Trevor takes out several Militia men, prompting Jeremy to order a retreat. Still, he's confident Trevor can't have very many bullets, which is true. Jeremy's strategy for getting to the end of Trevor's bullets? Sending his men running at the restaurant for a fatal game of chicken. Meanwhile, Miles organizes the rebels to dig their way out of the restaurant, while Charlie and Nora plant bombs. When Nora says she doesn't think they'll make it out alive, Charlie asks why she joined the rebels in the first place. Nora was five-months pregnant when she got into a fight with a group of drunken Militia men. While she won the fight, she lost the baby and her boyfriend. She joined the rebels so that when she does have a baby, he or she will be born in the United States.
It's the middle of the night when Richards kicks Danny awake, with news that Neville went to town. Now that they're alone, Richards has decided to beat Danny repeatedly with a sack full of rocks. Six months after the blackout, Bass and Miles are walking down an empty road, when they spy the corpses of a young couple sprawled next to their orange tent. Bass wants to keep walking, but Miles stops to wonder how things could have fallen apart so quickly? No one's coming to help...
Back in the present, the tunnel the rebels have been digging collapses, just as Trevor shoots his last bullet. Jeremy orders him men back on the offensive. Miles wants to keep digging, but Charlie wants to stand and fight. When Miles says she can't stop the Militia, Charlie starts yelling. That's what her dad used to say - he was a coward! Miles gets right up in Charlie's face. She is never, ever to disrespect her father. Suddenly an explosion rocks the building - which means the Militia is on its way in! Miles and Nora run upstairs to fight them off, leaving Charlie behind, but she grabs a pipe and joins the fray. Jeremy is stunned to recognize Miles, and seconds later, Miles has a giant knife to Jeremy's throat.
Miles drags Jeremy into the basement, introducing him to Nicholas as the Militia squadron's CO. Now they can trade Jeremy's life for the lives of the rebels. It quickly becomes clear that Jeremy knows Miles better than anyone else in the room. Miles gives Jeremy the go-ahead to reveal his past. Charlie is stunned to learn her uncle was a Commanding General of the Monroe Militia - and a founding father of the Republic, second only to Monroe himself. In fact, Miles taught Jeremy everything he knows! Everyone feels incredibly pissed off, but Miles is still intent on trading Jeremy for their lives. He knows the rules of engagement since he made them. When Jeremy announces that the rules have changed - no more negotiating - Miles punches him into unconsciousness.
Devastated, Charlie demands an explanation from Miles, who admits that until a few years ago, he was in charge of the Militia. Now she knows why the Militia can't be stopped - because Miles created them. And that's why Ben was right. When you see the Militia coming, you don't fight; you run. It's dawn when the Militia starts pounding down the door. Nicholas wants to charge out the door, but Miles knows half of the rebels will die. He's got a better idea: Miles wants to trade himself for the rebels' lives.
Back at Neville's Militia camp, Danny fakes an asthma attack to lure Richards to his side, then gets him in a chokehold to make his point. If Richards ever touches him again, Danny will kill him. It's not until afterwards that Danny realizes Neville has seen the whole thing. His hands bound, Miles departs with Jeremy and the Militia. Jeremy asks if it's true - Monroe seems to think Miles knows something about the power. Does he? Monroe hasn't been the same since Miles left the Militia; he seems much angrier. The squadron is just approaching a bridge when there's an explosion. Charlie and Nora run out of the smoke to rescue Miles.
Miles flashes back 15 years. On the trek to Chicago, Miles and Bass run into two guys beating another man. Bass tells the guys to leave, but Miles knows it was these two who killed the couple with the orange tent. Remarking that there's no more police - no one's coming to help - Miles shoots both men, much to Bass' chagrin. Miles insists that someone has to do something, otherwise there won't be anything left. When Miles kneels to help the beaten man, we recognize Jeremy - he must have been in on the Militia from the very beginning!