Miles and Aaron bury Danny as Nora, the Mathesons and 50 or so surviving Rebels look on. Rachel is paralyzed with pain, but when she reaches out for support, Charlie pulls away. It seems one good thing will come from the tragedy, as no rebels have seen any Monroe helicopters since the firefight. That night, Rebel leader Captian Deckert suggests they regroup at Echo Base and resume business as usual. Miles hates this idea since business as usual is typically losing. Miles promises to help the Rebels fight. He knows how to beat Monroe, but he'll need his own men, former senior Militia officers. Nora and Miles set out to find Jim Hudson, who colluded with Miles in his plan to assassinate Monroe.
With Miles and Nora gone, the remaining Rebels retreat to Echo Base. It's clear Charlie and Rachel are no longer on the same page. When some Militiamen are spotted in the woods nearby, Charlie spurns her mother's advice and joins the raid. Meanwhile, Aaron unloads the two pendants from his backpack. When he leaves the room, the pendants inexplicably turn on... they've been activated by Randall remotely from Philadelphia. He tells Monroe he's been randomly tracking the pendants to keep tabs on their owners. Randall promises Monroe he can retrieve them... and when he does, Monroe's power will be immeasurable.
Miles learn Jim Hudson's location, just 20 miles from Echo Base in a town called Culpepper. Noticing Miles is shouldering too much responsibility for the recent failures and deaths on his watch, Nora worries about his mental state. As Miles and Nora set off for Culpepper, a traitorous Rebel named Brian overhears their plans and attempts to sell them out to a Militia camp in the North Virginia woods. Captain Joseph Deckert pays the traitor in diamonds for information on Miles' whereabouts, and then orders Brian killed.
At Echo Base, Rachel has set herself up in the lab. She examines the capsule she extracted from Danny's corpse under a microscope and transcodes its serial number. Charlie storms past, covered in blood without stopping to speak with her mother. When Rachel asks about her injury, Charlie claims it's not her blood. Miles and Nora arrive in Culpepper, an unusually serene "Stepford" town. They find Hudson inside the library. Having started his life over with a new name and wife Sophie, Hudson insists Miles has mistaken him for someone else. After pulling Miles and Nora into a back room, Hudson aims his gun at Miles and tells him to leave immediately. He still harbors ill will towards Miles for not killing Monroe when he had the chance. But when Miles says he's come to seek Jim's help in finishing the job, the offer strikes a chord.
Back at Echo Base, it becomes clear the blood covering Charlie's body is in fact her own. As she pours alcohol over a large gash on her shoulder, Rachel can't help but intercede. Charlie refuses her help, declaring she's rejoining the raid. That's when the pent-up frustration between them comes to a head. Charlie doesn't need her mom's protection anymore, since it amounted to nothing when it came to Danny. When Rachel slaps her, Charlie walks away, emotionless. Rachel notices the flashing pendants and becomes alarmed - they've never done that under her watch. Suddenly, a siren sounds and the Rebel sentries spy a convoy of Humvees descending on Echo Base. This isn't good - clearly, Monroe has power again.
Hudson tells Miles he can't jump back into military life. As much as he hates Monroe, he has a wife now and a quiet existence, and he doesn't want to upset that. Outside, Nora tells Miles they'll have to find someone else. But as they're talking, a Militia kill squad trots down the road towards Culpepper. Miles rushes back into the library and informs Hudson that his cover is blown. Hudson is furious, convinced the Militia followed Miles to Culpepper. With his back against the wall, Hudson is all but forced to resume his life as a killer. Having heard the tail end of the discussion, Sophie enters the room to ask an impossible question: "Who's Jim?"
The Rebels hurry everyone out of Echo Base's compound before Monroe's men arrive, promising Charlie they'll meet up with Miles and Nora at a predetermined rendezvous point. But as she leaves, Charlie realizes her mom is nowhere to be found. Rachel is in the lab, throwing the pendants in a sink full of acid. Aaron freaks out, but Rachel promises that Randall was using the pendants to track them. As they disintegrate, Aaron is stunned to realize they were flash drives! Suddenly, the Humvees break through the gate and Militia file out. The window for escape just closed.
Randall flashes back 16 years. Before the Blackout, he and his wife are at home when a solider knocks on the door to inform them that their son Edward was killed in action in Kabul. In the present, Aaron, Charlie and Rachel hide as Monroe's men search the compound. Charlie quickly realizes the only way out is to fight. While hiding, Rachel confesses she was working on a weapon for Randall when he was the Assistant Secretary of the Department of Defense when the power went out. Suddenly, Randall fires up a megaphone and calls out to Rachel. He didn't come for the pendants... he came for Rachel and her giant brain, and he's not leaving without her.
Tom Neville pays Monroe a visit in Philadelphia. Neville heard about the mission to capture Rachel and is disappointed he wasn't asked to lead it. Claiming Neville needs time to grieve Jason, Monroe insists Randall has everything under control. When Tom points out they barely know the man, Monroe agrees but assures Tom he doesn't trust anyone. Nevertheless, Tom can't help but feel as if he's slowly being replaced.
In flashback, it's revealed that Randall was cavalier about deploying the Mathesons' "weapon" in Peshawar a month prior to the Blackout, despite their plea for more time. Back at Echo Base, Charlie, Aaron and Rachel hole up in a kitchen. After near capture, Rachel hyperventilates, realizing she's failed her daughter in every way imaginable. Suddenly, two guards storm into the room. Charlie takes one out with her crossbow and the group makes a run for it. When a Militiaman comes after her, Charlie doesn't have time to load her weapon. Instead, she waits for him behind a wall, clotheslines him in the heart with an arrow and takes his gun.
Meanwhile, in Culpepper, Monroe's kill squad rides into the town square on horseback, confident in their numbers. The town is empty, except for Hudson, who waits for them in the open by the playground. When the kill squad surrounds him, Miles and Nora emerge from hiding prepared to fight. Miles tells the captain to surrender, but he only laughs. With diplomacy failed, Hudson, Miles and Nora take on the entire platoon, taking them out one by one. When Deckert spies Hudson's wife watching from a nearby house, he goes after her.
At Echo Base, Charlie reunites with Aaron, and the two set out to find her mom. But Rachel's been captured by Randall, who plans to take her back to Monroe in Philadelphia. Now that the world's been wiped clean, Randall's interested in building a better, safer one - with Rachel's help. When the Militia begins piling into their trucks, Charlie's waiting for them with a hail of gunfire. Rachel breaks free long enough to run away to freedom with Aaron and her daughter.
While Miles, Hudson and Nora take out the entire kill squad, Deckert breaks into Hudson's house and corners his wife. Hudson arrives just in time to kill Deckert and save Sophie's life. Traumatized, Sophie will clearly never look at her husband the same way again. Later, as the bodies are piled up and taken away, she asks Hudson if any part of their relationship was true. Although Hudson insists Sophie is his one true love, she leaves in tears. Miles has managed to ruin Hudson's life again. Angry beyond belief, Hudson decides to join Miles' cause - but only because he has no other place to go.
After passing by the destruction of Echo Base, Miles and Nora meet up with the rest of the group at their rendezvous point in the woods. Miles eavesdrops as Charlie apologizes to Rachel for the terrible things she said. Charlie misses Danny dearly and is having trouble coming to terms with the fact she'll never get him back. Nora takes Miles hand, as mother and daughter make peace with a tearful embrace. Later while everyone sleeps, Aaron asks Rachel to tell him everything she knows. They almost died today; he deserves to know. Rachel begins her story by speaking of a place called The Tower. On the night of the Blackout, Randall grips his son's dog tags while giving a command to his team at The Tower. It's time to execute the virus...