It's five years after the blackout, and the Trenton Campaign is in full swing. In the middle of a run-down street we see Miles and Monroe laying low behind a pile of rocks, as bullets fly overhead. Discovering he's wounded, Miles orders Monroe to lead the men, but he refuses to leave Miles' side. If he's dying, Monroe will sure as hell die alongside him. We cut to present day Philadelphia, where Miles and crew seek safety in the home of David Kipling, Miles' old friend from the Militia. Kipling couldn't be less pleased to see them, since anyone so much as associating with Miles' is a dead man, but the crew barges in anyway. Neville wakes a sleeping Monroe to inform Wheatley sent a coded message - he was bringing in Miles through the subway tunnels - but now he's turned up dead. Neville advises Monroe to head to his Boston home, but Monroe quietly insists he does not run.
Cradling a glass of whiskey, Kipling questions Miles: why did he return? Looking over at a resting Charlie, Miles replies that things have changed now. And if he comes face to face with Monroe? He'll have to kill him. Despite protests from Nora, Miles heads out into the streets to see if he can figure out Danny's location. In the middle of the night, close to a dozen Militia kick down Kipling's door and corner Aaron, Charlie, and Nora at gunpoint. Finding them wasn't exactly brain surgery, Neville explains to Charlie. Kipling's the only person Miles has left that resembles a friend, and his apartment is close to the subway tunnels. As the guards forcefully haul the trio out the door, Neville shoves a hypodermic needle into Charlie's neck. Her eyes flutter as her vision blurs and dips to black.
Charlie slowly regains her senses as she's locked in a dark room. Suddenly, Charlie hears someone say her name. She recognizes the voice, but it couldn't be...could it? Charlie turns to find her mother, alive after all these years. Rachel is overwhelmed with joy, with shame, with love, while Charlie is speechless; only her eyes are screaming, and she recoils from her mother's touch. At best, this woman betrayed her entire family. Charlie doesn't want to hear her mother's excuses: all she wants is to find a way out of their cell so she can rescue Danny. In a different room, Neville informs Aaron that he recognized him the moment he laid eyes on him. We learn that pre-blackout Aaron Pittman was the wizard of Google, a wealthy computer genius who was no stranger to the cover of Wired magazine. "But now look at you," spits Neville. "Now you need Miles saving your fat, pock-marked ass!" Which is exactly what Neville is counting on...
Sticking to the shadows, Miles returns to Kipling's house, where he quickly figures out what happened. Charlie and Rachel are working on loosening a vent screw when Rachel learns Miles is in Philadelphia. Her eyes widen as she asks Charlie if he's hurt her. Charlie is shocked, but before she can press for details, Strausser and his men charge into the room and take the two women away. At home, an exhausted Neville is just pouring himself a drink when he finds Miles at his desk, holding his sword to Julia's neck. Miles has come for a trade that puts Neville at a miserable crossroads: the return of Rachel and Danny or the end of Julia's life. Julia begs Neville not to succumb to Miles' requests; he's merely bluffing. But Neville cannot endanger the one person in this world he cares most about. He tells Miles to wait and disappears into the night.
Rachel and Charlie end up in Rachel's lab, where they're reunited with a weak, badly beaten Danny. The reunion is quickly interrupted by Monroe, who strolls into the room to explain what Rachel's amplifier aims to do. Connecting the dots, Charlie begs her mother not to do what Monroe asks, no matter what. She's experienced first hand the merciless methods of the Militia, and this amplifier will allow them to wipe away thousands without so much as a blink. At this, guards grab ahold of Rachel as Strausser loads his gun and asks Rachel to choose which of her children he's going to kill. Rachel screams desperate protests but Charlie steps up to Strausser. Pick me. He points the revolver directly at her temple. Her eyes ablaze with anger, Charlie prepares to face her fate. Rachel breaks down sobbing. She'll finish the damn amplifier. Pleased, Monroe exits the room, then informs Strausser to kill both children if Rachel so much as breathes funny.
Meanwhile Neville brings Aaron and Nora to his back to his study. Miles orders him to unlock their handcuffs and go back to get Charlie and Danny. When Miles presses his blade to Julia's neck, Neville tells Miles that the kids are being kept in the power plant north of the city. With this, Miles quickly ushers Neville and Julia into a nearby room and forcefully shuts the door as Nora helps him slide a cabinet in front of it, trapping the couple.
The following morning, Miles, Aaron, and Nora are move fast and low around the outskirts of the power plant. The men guarding the plant have some serious looking guns: Monroe keeps the best stuff for himself. For once, Miles has no clue how to get in, but Aaron formulates a plan. Inside the plant, Strausser watches Rachel with a close ferocity, threatening her to make one wrong move. In Monroe's field office, Captain Jeremy Baker informs Monroe that there's still no word from Neville. Monroe speculates that Miles may have very well have killed Neville and is on his way to the plant as they speak. When Baker speculates as to why Monroe's orders have always been to bring Miles in alive, Monroe turns to face him. Does Baker have the audacity to think Monroe isn't capable of killing Miles for some reason? We flashback to two years before the blackout...
...where Miles drives up to a cemetery to find a red-eyed Monroe finishing off a bottle of whiskey, seated in front of four fresh graves. They belong to his parents and two younger sisters, killed by a drunk driver on their way to a movie. Monroe, who's served two tours in Iraq, doesn't want to live with this horrifying reality; it should've been him. Taking the bottle away, Miles insists Monroe will always have him. They've been brothers from childhood, and they both need each other. A moment passes and Miles tells Monroe to hand over the gun. Monroe looks down at his lap and slowly hands Miles the revolver, tears cascading down his cheeks. The camera pans out and we see the two men side by side in the middle of the cemetery. Brothers.
Back in her cell, Charlie has worked her fingers bloody trying to unscrew the vent, her and Danny's only viable chance of escape. At the sound of approaching footsteps, the siblings tear off the vent cover and race to get inside it. The guard unlocks the door just in time to see Danny struggling to get inside. He manages to grab hold of his legs, dragging him out. Out of nowhere, Charlie nails the guard across the head with the vent cover twice, putting him out for good. She tosses his keys to Danny and grabs the machine gun. The Matheson kids race out of the holding cell in search of their mom. Outside, Aaron leads Nora and Miles to the intake pipe that leads straight to the condensers. Nora hands Aaron a bag full of pipe bombs: if they run into trouble, Aaron will have to blow a hole through the east gate to give them a quick exit. She and Miles head into the pipes as a worried looking Aaron is left behind to stand guard.
As Strausser watches, Rachel gently cradles the pendant, the plugs it into the amplifier's port. The lights on the machine flicker as a nearby lantern begins to shine. Strausser marvels as Rachel hangs her head, shoulders sagging with sorrow. The machine is complete. As the camera pans to a wide shot of the plant, we see our heroes infiltrate Monroe's base: Aaron's outside, Miles and Nora make their way in, and Charlie and Danny move quickly down the hall. Suddenly the siblings are spotted, and an all-out gunfight breaks out. They come face-to-face with the shooter but just before he puts an end to them, Miles appears, stabbing the guy in the back. Danny and Miles lay eyes on each other for the first time, each having heard so much about the other. Miles is ready to flee but Charlie informs him that Rachel is alive. They can't leave without her! Stunned, Miles tells Charlie to leave with Danny, then grabs a gun and takes off in search of Rachel.
Rachel attempts to beat Strausser with a hammer, but he traps her on the floor and holds a dagger to her neck. She momentarily distracts him with feigned affection and grabs the knife from him, finally bringing it down into his chest with the kind of force only a mother can muster. This is for her children. When Miles arrives, Rachel slaps him. Just then they're cornered by Baker and his men and forced to run for it as bullets parade all around them. They don't get far when they're met by more Militia - and Monroe! Miles lock eyes with Monroe, telling Rachel to go find her kids. The two men are unable to look away, and we flash back to a field where young Miles and Monroe run after one another with toy rifles, laughing. In present day, Miles hesitates just for a second before pulling out his gun and shooting all of Monroe's men dead. Chaos and debris melts away to reveal Miles and Monroe across the hall, each with guns at the ready. It's the moment they've both been waiting for. The moment they've been dreading.
Trying to keep his voice steady, Monroe asks Miles why he's returned. Miles tells him that Rachel is his family. At this, Monroe's voice begins to shake. He is Miles' family. He always has been. Not those Matheson kids, not Rachel. As Miles tightens his grip on his gun, Monroe lowers his. He's not going to shoot Miles. He wants him to come back; they look out for each other, it's what they do. As the sweat beads on his brow, Monroe forgives Miles. If he comes back, Monroe will let his family live. He'll give Miles whatever he wants. Monroe comes closer and closer, his eyes pleading. He drops his gun, arms outstretched.
Miles appears as if he's about to give into the comforts of his old friendship... but then he tells Monroe he's too far-gone. Monroe isn't the same person that Miles grew up with. They're not family, and Miles is sorry he didn't kill him when he had the chance. Monroe is nothing to him. The realization breaks over both men, and their hands shake with the overbearing truth. Monroe's eyes fill with tears, and suddenly he charges straight at Miles! The rifle is knocked out of his hands and the men barrel into the hallway, using only their fists, beating the crap out of one another. A beat passes, and both men pull their swords. This is a fight to the death. Having heard the commotion, Aaron sets up the pipe bombs, desperately trying to light a match. Nora and the Mathesons make their way to the exit, waiting for Aaron to help them make the escape.
Miles and Monroe fight relentlessly, striking one another with unparalleled force. Suddenly, they're cornered by Baker and his men. "Kill him," orders Monroe, but Miles leaps out a nearby window. Aaron finally lights a match and sets off an explosion, crumbling the wall. Nora and the Mathesons exit through the hole, running for their lives, but Charlie stops, worriedly looking over her shoulder. Miraculously, Miles emerges from the smoke. Our six heroes make their way across the field. Did they really just escape Monroe and his men? However, an unfamiliar sound stops them dead in their tracks, and they look up in horror to see a Blackhawk helicopter. Monroe stands atop a balcony. Overlooking the property, we now see multiple choppers coming to life. The amplifier is doing its job. This is what Monroe has been waiting for. Unparalleled power in this damaged dystopia is now his. To be continued...