In Ashland, Kentucky, Monroe's Militiamen scan the air with a makeshift radar detection system rigged up inside a trailer. At the Rebel base, Nora gets ready for patrol after spending the night with Miles. He wants her to come back to bed, but Nora knows where the odds stand with this war - one of them will most likely watch the other die, so why make it harder? Outside, Neville challenges Jason to kill him - after all, it's what he planned to do on the boat. Neville jams his pistol into Jason's hands, but Jason can't pull the trigger. Feeding off his cowardice, Neville smacks Jason, saying, "Yes sir, you and I are going to be together for a very long time." When Jason stalks off, Charlie follows to commiserate. She doesn't exactly have the best relationship with her mom either...
Rachel rests in a field with her broken leg, accompanied by Aaron, who's still obsessing over why he's in Dr. Warren's journal. Rachel is more intrigued by another question. Of all the people to whom Ben could've given his pendant, he chose Aaron. Aaron wants to keep moving, but Rachel's leg has immobilized her. Realizing he'll never leave her, Rachel pulls out Danny's capsule, intent on making a very dangerous attempt at healing her leg. It may work, but it could also completely backfire and kill them both. Back at the Rebel base, Charlie and Jason spy Militia airplanes overhead and rush to sound the alarm. Before everyone can get to their respective positions, the Militia jets fire on the base.
In a flashback to seven years after the lights went out, Rachel meets with Miles just after leaving her family, promising she knows just as much about turning the light back on as Ben does. Unconvinced, Miles insists he still wants Ben. But Rachel claims Ben has no interest in turning the lights back on, and she does... and she just may have an interest in Miles as well. Back in the present, a deafened Miles comes to amidst burning debris of the bombed Rebel base, Miles rushes to the panicked cries of Nora, who's trapped in the rubble. As he helps her out, Miles asks where Charlie is, but Nora doesn't know. A heavy, fog of gunpowder has fallen over the camp, and Charlie is nowhere to be found. When Neville surfaces asking how the Militia could have known their location, Miles gives him a hard stare. Most likely, the Rebels have a mole in their midst.
In an abandoned electronics store, Aaron repowers an old Mac according to Dr. Warren's journal, attempting to harness the energy of Danny's capsule. But Rachel knows it's first-generation nanotechnology. If Aaron can get it to work, the capsule could heal her bone and stitch up her wounds. But if it doesn't work correctly, it could cook them both from the inside out. Meanwhile, some Rebels think Charlie and Jason went north before the missile attack. When Miles hears Monroe's Militia is marching from that direction, he sets off, along with Nora and Neville, to rescue his comrades. As they descend into the belly of the beast, Charlie is gasping to breathe, unwittingly trapped under a pile of rubble, her screams unheard.
Jeremy is confident that the Militia's aerial assault on the Rebels was successful; there's no way Miles survived. But Monroe says he'll believe that when he sees it. Nevertheless, Jeremy urges him to celebrate with his men at a nearby bar. It takes some coaxing, but Monroe eventually agrees. As the men walk across the street, one of Monroe's guards is suddenly shot, and a firefight breaks out. Monroe rushes for cover and whips out a gun of his own. As Jeremy struggles to locate the shooter, Monroe can't help but wonder if he was led into an assassination attempt by his last friend in the world.
After powering and programming the capsule, Aaron nervously places it inside Rachel's wound. She immediately begins to scream, but within moments her gaping wound fuses together and the break is miraculously fixed. It worked! Before they can even bask in their success even for a moment, they're ambushed by a group of gunmen, led by Lee Blackmore, who demands to know what just happened. north of the Rebel base. Miles and Nora take out a few Militiamen, then find Jason barely able to speak. When the attack hit, Charlie was in the bell tower, which collapsed, and he couldn't find her. Knowing he's a liability, Jason tells the threesome to move and asks for a gun. Cradling his son in his arms, Neville sends Miles and Nora on their way, promising to take care of Jason.
Seven years after the blackout, Miles and his men search for Ben as Rachel watches, but she knows he'll never be found. Rachel and Ben have heard the rumors about Miles, "The Butcher of Baltimore," and would sacrifice themselves before they'd let him harness the power of electricity. Miles cares about Rachel and thought she felt the same way, but she claims there's not a day that goes by she doesn't regret their cheap, ugly fling. Angered, Miles promises Rachel she'll regret her stubbornness. Back in the present, Blackmore takes Rachel and Aaron to his home hoping they'll work their miracles on his son Phillip, who suffered an injury in a fall. Thinking of Danny, Rachel says they can heal his son, but they'll have to go back to the store he found them in.
Monroe accuses Jeremy of attempting to have him killed. Jeremy was totally exposed during the attack on Monroe; how could he have remained unscathed? Claiming he's Monroe's last friend, Jeremy won't admit any wrongdoing, then tells Monroe that he's alienated everyone he's ever worked with - including Miles and Neville. They betrayed him because Monroe made them do it. Even though he may take over the continent, Monroe's going to do so alone. Monroe thanks Jeremy for telling the truth and exits his office. As the door closes, gunshots ring out, bringing tears to Monroe's eyes.
As Miles and Nora fend off Militiamen, Charlie manages to emerge from the rubble of the bell tower - only to realize she's surrounded by Monroe's men. Covered in debris, Charlie stays put and calculates her options. Meanwhile, Neville carries Jason to a safe location, then lays him on the ground to rest for a moment. Not only does Jason not want his father's help, he can't understand why it's being given. Even though he's committed every sin imaginable, and even though he may be the devil in Jason's eyes, all bad men draw the line somewhere, and Neville refuses to let his only son die alone.
Rachel and Aaron lead Blackmore back to the store, where Rachel seizes the first opportunity to knock him out with a shovel. Aaron's shocked - he thought they were helping Blackmore's kid! But Rachel knows their mission is to reach The Tower, and they can't get distracted. Besides, that boy was going to die anyway, and when he did it on their watch, Blackmore would have taken it out on them. Aaron wants to know why they're turning the power back on if they're not going to help people by doing it. Rachel shows Aaron her true colors for the first time: her only goal is to give power to Monroe's enemies so the man who killed her son can die. And if Aaron isn't going to help, she has no problem leaving him behind.
Monroe's men surround Miles and Nora, but the Rebels continue to exchange fire against all odds. Miles plans to make a run for it to find Charlie, but Nora begs him not to, as he'll likely die. Nevertheless, Miles tells Nora he can't leave Charlie behind. Realizing she'll lose him unless she acts, Nora makes a run for it instead, willing to sacrifice her life for Miles. This momentary distraction is just the break Charlie needs to make a run for it herself. As the two women run across the battlefield, Miles picks off confused Militiamen one by one. When an opening arrives, Miles runs after his fleeing friends.
In a flashback seven years after the blackout, Rachel is now tied to a chair and still refusing to inform Miles of Ben's whereabouts - which she doesn't know anyway. Miles warns Rachel that it's about to get very bad for her, claiming he doesn't care about their familial ties. Back in the present, Charlie is tackled by one of Monroe's men, using her bare hand to fend off his sword, which cuts deep into her palm. Miles arrives just in time to kill her assailant, and Charlie jubilantly embraces him. Somehow, in the heat of battle, Nora has disappeared.
While carrying Jason further away from the battlefield, Neville is surrounded by four Militiamen. With no options, Neville pulls his own gun and manages to kill Monroe's men, but not before receiving a gunshot wound of his own, to the upper arm. Later, Jason wakes up in an Atlanta hospital to find Charlie waiting by his side. Jason apologizes profusely for leaving Charlie behind, claiming he thought she was dead. Charlie knows it wasn't his fault, and the two kiss for the first time. In the hallway, Neville stops short upon spying the kiss, then walks off, simmering. In Philadelphia, Major Oliver informs Monroe that his would-be assassin has been captured. A Georgian spy has confessed to the crime, and violent interrogation has revealed he worked alone... Jeremy had nothing to with the attempt on Monroe's life.
Back in Atlanta, Miles grills a Rebel spy about Nora's status - where is she?! Unfortunately, no one's seen her. President Foster tells Miles she's terrified of Monroe's impending assault on her city. After losing half her men in a drone strike, the Militia is descending on Atlanta to carpet-bomb the city within days. She has an obligation to save as many of her people as she can. Unless Miles has a brilliant plan up his sleeve, she's going to surrender. Back in Philadelphia, Nora is thrown onto the ground at Monroe's feet...