Rachel's amplifier has given Monroe's Black Hawk power, and it's trying to take out Charlie and her team! Amidst a hail of gunfire, they run for cover into a deserted diner, but the helicopter releases a missile that blows the place out. Yet the group survives, sheltered by the reinforced doors of the walk-in freezer. Miles leads them out, saying they've got to get as far away from Philadelphia as possible. Neville reports back to Monroe. No remains were found in the diner; they're both hesitant to assume Miles et al are dead. Regardless, they have power now, and Monroe wants everyone to know. He orders Neville to take out every Rebel camp in the Republic... then it's on to Georgia, the Plains Nation, etc. And when Miles is found, he is to be shot on sight.
Charlie and Nora disguise themselves in Militia uniforms to drive a wagon loaded with coffins to the city limits. The group makes it out of Philly, but not before a tense moment at a checkpoint. Outside the city, the Mathesons take a few moments for an emotional reunion before moving out. Aaron's anxious to learn the secrets to power Rachel's keeping from everyone. She promises to explain in due time, just as helicopters emerge over the horizon! The group hides under the trees, but it soon becomes obvious where the choppers are going - to the Rebel camp in nearby Westchester. The helicopters ambush the unsuspecting camp and kill everyone inside.
Rachel's horrified when the group reaches the bombarded Rebel camp. She gave Monroe the amplifier; without it, all the dead surrounding them would still be alive. Miles knows they can't stop Monroe's offensive with muskets and swords. Rachel suggests they fight power with power. She has a friend who lives nearby who may be able to help - with rocket launchers! Miles and Rachel set out to find her contact, while the others head to Rebel HQ in Annapolis. Danny's reluctant to see his mother leave him once again. A flashback reveals a traumatic moment from his childhood, awaiting a risky procedure in the hospital that had never been done before. After telling Danny she'll never leave his side, Rachel turns to Ben, not sure they should have consented to the procedure in the first place.
On their journey, Miles and Rachel have a tense moment while setting up camp for the night. Miles apologizes profusely to Rachel, saying he never would have left her behind had he thought she were still alive. But he swore she was dead! It's all his fault, and he's so, so sorry. They embrace for a brief moment, as if it's mutual, but Rachel abruptly puts an end to it, for now. Elsewhere, the rest of the group makes it to the Rebel base, where the commanders are already aware of Monroe's attack strategy. They're planning to stand down. The fight is over. But Charlie has one last idea - and it's Miles, Rachel and the rocket launchers.
Jason assists Neville, questioning captives, scoping out Rebel camps and ordering air strikes. Their work is lethally effective, but for Jason, it's way too far over the line of human decency. When Jason spies Charlie and her group through binoculars at the latest camp, he defies his father and refuses to call in the air strike. He's had enough - they're killing too many people, families and children. Fearing Jason is abandoning his allegiance to the Republic because of his affection for Charlie, Neville beats him to a pulp. He disowns his son, telling him to never come home again before abandoning him.
Rachel and Miles meet up with her friend John Sanborn. She brings John up to speed regarding her amplifier and how Monroe's been using it. With a pendant and power of his own, Sanborn has assembled an arsenal in his basement - apparently, weaponry is his "hobby." Miles scopes out the arms and begins to pick out weapons for their defensive. But suddenly John turns, telling Rachel that Randall got to Grace, and he's gotten to John too. He apologizes before knocking out Rachel and Miles with a sonic cannon. Meanwhile, Jason finds Charlie, finally reveals his true name and warns her of his father's impending air strike. She thanks him for the heads-up, but refuses to take him in. After all, his last name is still Neville.
At an anonymous outpost with full power, Randall has put Grace to work under armed guard, putting the facility back online. Randall orders her to get the elevators working; he needs to get to Level 12. At the camp, Charlie warns everyone of the pending air strike, and they decide to hunker down and fight. If Miles and Rachel get there in time with the rocket launchers, they'll be okay. And if they don't... well, they'll go down in flames as Americans. Rachel and Miles revive to find they're tied up. Sanborn has told Randall about them, and he's on his way - moreover, he got into the Tower! Miles breaks out of his restraints and knocks John out. Rachel and Miles grab everything they need before heading towards the Rebel camp.
Neville returns to Philadelphia to tell Monroe he's located Charlie at the Rebel camp, and they should assume Miles is close by. Monroe matter-of-factly orders the air strike, then asks Neville why he seems so rattled. Neville tells Monroe that Jason is dead. Before the air strike, Charlie gets nostalgic about Danny, flashing back to one of his asthma attacks when they were kids. Back in the present, she plays the big sister card, asking him to stand down during the inevitable Militia attack; she can't risk losing him again, after everything she's been through. Suddenly, the sounds of propellers resonate across the camp... and the Rebels take their positions, ready for a last stand.
In the middle of the desperate firefight, Miles and Rachel pull up in a horse-drawn wagon, with their RPGs. Miles aims at the helicopter housing the amplifier, but is blown back by another chopper's missile and knocked out. With the missile launcher abandoned, Danny runs into the open to grab it, figure out how to fire and shoot. Danny's missile hits the chopper with the amplifier head on, and with no power, the attack is over. But when the other helicopter loses power, its guns malfunction, and Danny is shot multiple times. He falls to the ground, dead.
In the aftermath of Danny's death, Charlie and Rachel are in shock. Rachel laments to Charlie, wondering out loud what she could have done to shield her children from the fighting. She should never have let Danny out of her sight... especially since, after all this time, she finally might have protected her children. Charlie knows there was nothing Rachel could do. The only thing that matters now is finishing what Danny started. They have to kill Monroe, for Danny. They're going to help the Rebels, whatever it takes, to kill Monroe.
In Philadelphia, Monroe refuses all visitors - until a flunky tells him that he's going to want to see Randall Flynn, who drove to town in a Cutlass Ciera. Randall introduces himself along with Sanborn, asking, "How can we help you?" Late at night, back at the Rebel camp, Rachel sobs over Danny's corpse. Her hand shakes while cutting open his abdomen to extract a mysterious blinking capsule.