Neville and his men are holed up at an old bank in Noblesville, Indiana. Perhaps in order to stave off boredom, a wild-eyed Neville stages a bare-knuckle boxing challenge with his men, and it's not long before he takes on Danny. Danny rallies, surprising Neville with a gut punch; but Neville's momentary delight quickly gives way to fury, and he takes Danny down. Neville flashes back: on the day of the Blackout, Neville, then a meek insurance adjustor, is unceremoniously fired by his boss for trying to help out some people in need.
Directly after Maggie's burial, Miles pushes the group to get moving. Danny is close, and hanging around crying won't do any good. The group is trudging through the woods, when they hear an odd whistling sound Charlie doesn't recognize. They run towards the whistle, finding themselves at the outskirts of Noblesville, where a steam train is getting ready for its maiden voyage! Neville barks at the engineer: the train is scheduled to depart first thing in the morning, so it better be ready to go! In Philadelphia, Monroe tells Rachel that Danny will be on that train. Fearing for her son's life, Rachel promises to tell him everything.
Charlie and Miles et al hole up in an old mechanic's garage. After scoping out the town, Charlie reports back: the train is scheduled to leave first thing tomorrow morning. Miles is certain Neville intends to put Danny on the train and is holding him somewhere in Noblesville. Leaving Aaron to guard Nate, who's locked into a metal cage, Miles, Charlie and Nora take off to find Danny before it's too late. Miles gives Charlie explicit instructions not to talk to anyone. Meanwhile, Neville has Danny caged in an old bank vault. He's in the mood to tell stories, but Danny isn't in the mood to listen. When Neville warns him to be careful, Danny wants to know why. Is Neville going to start beating him again? What does that say about Neville?
On the day of the Blackout, Neville returns home after being fired to find his neighbor Rob having a loud party. Neville's request to keep the music down falls on deaf ears. After greeting his young son Jason and wife Julia, Neville retreats to the basement, where he works out, ferociously punching a bag. When Jason comes downstairs, Neville is just lecturing him on how only the bag is for punching, not people, when the lights go out.
After casing the town, Nora spies a bookstore with three scratches on the window. When she says she's looking for a biography of Joe Biden, the proprietor, Hutch, takes her into the back and holds a knife to her throat, asking to see her rebel tattoo. He has to be sure she's legit, since he's all that's left of Noblesville's underground, after his wife's death. Nora corrects him - now it's the two of them, and they're going to blow up the train.
Neville surprises Charlie on the street and introduces himself. She tells him that she's spying... on her boyfriend, who might be cheating on her. Charlie doesn't blow her cover, but after their encounter, Neville ambushes her with a knife, flushing out Miles. Neville's quick to realize Charlie is Danny's sister. In a flash, Miles has his knife to Neville's throat (a stand-off) and urges Charlie to run.
Miles offers to trade one of Neville's guys for Danny, promising to kill Nate, but Neville won't budge. Miles can kill Nate if he wants to. Neville has new orders, and he needs Danny, perhaps even more than Monroe wants Miles. It's not long before Miles spots several Militia running towards them, so he flips Neville to the ground and takes off running. Back at the garage, Aaron drops his pendant, which falls into the cage and Nate's clutches. Aaron claims the pendant belonged to his wife, so Nate gives it back without question; Aaron quickly hides it. Just then Nora runs in with Hutch, telling Aaron to deliver a message to Miles: she's blowing up the train, even if Danny is on board. If Miles and Charlie want to save Danny's life, they'll have to find him before the train departs.
Outside of town, Miles lays into Charlie for calling out Neville - he told her not to talk to anyone! Now grabbing Danny will be next to impossible, since they've lost the element of surprise. And if they can't get Danny back, she has no one to blame but herself. Charlie asks Miles why he has to be like this. When she was a kid, he used to be a good guy. Miles allows that the man she used to know is dead. After his encounter with Miles, Neville takes Danny out of the bank, then flashes back to the days after the Blackout, when he and Julia made plans to walk out of the city. Hearing a crash downstairs, Neville finds his neighbor Rob stealing food. While Jason and Julia watch, Rob attacks Neville, who doesn't punch back... until he finally breaks, punching Rob into oblivion.
Charlie and Miles return to the garage, where Aaron divulges Nora's plan. With nowhere left to turn, Charlie begs Nate for any information he might have on Danny, but he won't budge. Hoping to be more persuasive, Miles draws his sword, prompting Nate to escape, even if he is handcuffed. Back at Independence Hall, Colonel John Faber reports the Georgia Federation has made an alliance with the Plains Nation, and they are massing troops along Monroe's borders, just outside of St. Louis. Faber assumes they heard about Monroe's rebel insurgence, and intend to exploit this weakness. Monroe wishes he had one Blackhawk, just one. Then his enemies would kneel and bow; North America would be his.
Nora constructs a bomb, which she hides in a log. She'll place it on the train's log pile, so when it gets tossed onto the fire, the Militia will ignite the bomb for her. Dressed in a Militia uniform, Nora plants her log bomb easily, while Aaron, Charlie and Danny enter the bank, only to realize they've just missed Danny. With Miles on the loose, Neville decides to move up the train's departure. They're leaving right now! Charlie and Miles hear the whistle and run for it. Watching the train depart, Nora spies Neville and Danny, and has a change of heart. Just as she's about to leap onto the train to remove the bomb, Hutch stabs her in the gut - that train is going to blow up, or his wife's death will have been in vain.
Aaron, Charlie and Miles run up to find Nora clutching her stab wound. Leaving Aaron to tend to Nora, Charlie and Miles swipe some horses, ride after the train and hop onboard. Miles runs after the log bomb and dispatches Charlie to find Danny, whom she spies through a window. With a nod to his sister, Danny attacks Neville as Charlie struggles to get in the locked door. After bashing off the door handle, Charlie runs at Neville with a knife, but he quickly gains the upper hand and starts choking her. She runs for it, but Nate is there to catch her, as Neville jumps up to hold Danny at gunpoint. Neville orders Nate to turn over Charlie, but instead, he whispers to her to shield her head - and throws her from the train!
After knocking out the guy stoking the fire, Miles manages to throw the log bomb off the train. That's when he spies Charlie hitting the dirt and Nate spies him, so Miles too, jumps off the train. With no hope of saving Danny, Charlie and Miles regroup with Aaron and Nora, who isn't faring too well. Miles takes a moment to talk to Charlie. The uncle she knew when she was little - he's not dead. But Miles can't be him right now, because he has to go to Philly and kill his best friend. Charlie gets it, but she doesn't want to hear it. Her resolve has hardened. No more moping. It's time to go to Philadelphia. After confirming that everyone's with her, Charlie starts walking.
Julia rushes through the station, relieved to see Neville and their son - that's right, it turns out Nate is really Jason, Neville and Julia's son! Jason flashes back to the day his family left their home after the Blackout. Neville presents his son with a giant knife, promising to show him how to use it. It's time to toughen up. Back in the present, Rachel watches from her locked room as a handcuffed Danny is brought into the building. Monroe is on hand to coerce a confession out of Rachel. What was Ben working on? Rachel makes a quick drawing of the silver pendant, explaining Ben was project lead. If Monroe wants to turn the power back on, it starts with the pendants. There are 12 of them.