Accompanied by Randall, Monroe calls Neville into his office. Neville is to embark on a highly classified mission to "pick something up." The pressure is on Neville to succeed, as Randall is not particularly impressed with his record, and relations get off to an ugly start. Later that night, before he leaves, Neville's wife Julia begs him to let her reconnect with their son Jason. But Neville warns that if Monroe finds out Neville lied about Jason being dead - he'll have them all killed.
In a Rebel hangar, Rachel explains to Aaron how the world lost electricity. Something went wrong at The Tower. Rachel was a part of a team that created molecule-sized machines programmed to accept one of two commands: absorb electricity and replicate. Their reproduction waxed out of control, and now quadrillions of them have spread around the world... this is how civilization ended. Stunned, Aaron wants to go back to The Tower to fix the problem. But Rachel knows that's an impossibility, which will just get them both killed.
Hudson's newly implemented scout network is paying off; Rebels spot a Monroe convoy moving rapidly in the vicinity of their base. The information gets back to Miles in time for the Rebels to set up an ambush. As Neville drives through the barren wasteland in a Humvee grooving to Lionel Richie, the Rebels attack, flipping the Humvee with a massive explosion. When a deafened Neville attempts to crawl to safety, he crawls directly into the path of Miles and Charlie, who knocks him out with the butt of her crossbow.
Learning Neville's been taken prisoner, Rachel's eager to have him killed. But Miles knows the man's a wealth of information and wants to interrogate him first. Rachel is appalled - Neville killed Ben and abducted Danny! Miles attempts to interrogate Neville - why was he carrying 30 pounds of loose diamonds? - but the man won't talk. He continues to egg on Miles, taunting him about Danny's death until Miles snaps and beats him up. Neville smiles; if he's dead, he can't talk. Miles promises the Rebels won't kill him... they'll just torture him, day after day, until his will is broken.
Outside the Rebel camp, an incoming unit of soldiers attracts Charlie's attention. One in particular catches her eye... it's Jason! Charlie tells Jason he can't go inside, but Jason already knows the Rebels have captured his father; he's come to speak with his dad. Miles appears to say, "That is so not gonna happen." Jason responds with a punch to Miles' jaw, payback for messing with his mother. Miles orders Jason to leave immediately, but Jason insists on seeing his father. Miles promises to bash Jason's face in if he goes anywhere near Neville.
That night, Rachel delivers food to Neville's cell hoping to gain entry, but the guard has orders bring the food in himself. Rachel uses the tray to knock out the guard, but just as she's about to enter the cell, Charlie appears. When Rachel confesses her intention to kill Neville, Charlie steps in her path. She's angry about Danny too, but they need the information Neville has; as soon as they get it, Charlie will kill Neville herself. Rachel leaves, bumping into Miles. Demanding, "In what world does it turn out that you're better for Charlie than I am," Rachel falls sobbing into Miles' arms.
Spying Miles occupied with Rachel, Jason seizes the chance to confront his father. He tells Neville the only thing he ever wanted was to make him proud. In a tearful apology, Neville tells Jason he loves him and only tried to shelter him from the violent life he's led. Jason knows Neville's only saying what he wants to hear. When he turns to leave, Neville warns that if he doesn't complete his mission, Monroe will surely kill Julia. Jason frees his father and demands to join his mission, so he can ensure his mother lives. But when Neville tells Jason where they're going, Miles and his men surround Neville and put him back in cuffs. Livid, Neville hisses at Jason. His mother's blood will soon be on his hands.
Monroe summons Randall to let him know they haven't received word from Neville. Whatever happened... he's failed. Randall tells Monroe he'll make the pickup himself, and takes zero pleasure in the fact he was right about Neville. He's just there to serve. Back at the Rebel camp, Miles apologizes to Jason; he had his doubts, but the kid came through. Neville revealed the location of the pickup, a cement factory in Finley. Nevertheless, both of them know Julia's life is in danger. Charlie tells Rachel that she's part of the team heading to Finley. Charlie promises to return soon, and Rachel promises not to kill anyone.
On the way to Finley, Jason tells Charlie that Danny's heroism inspired many to join the Rebels, including him. Back in his cell, Neville asks the Rebels' minister/commander Nicholas to hear his confession. Nicholas is wary of Neville, but wants to believe he's being honest. But when Neville asks for his legs to be unshackled so he can kneel, Nicholas understands what's happening. What he doesn't know is that Neville has already worked free of his cuffs. He jumps up and slits the guard's throat, then asks forgiveness before stabbing Nicholas in the abdomen. With his captors dead, Neville walks away a free man.
When the Rebels reach the factory, they find Randall and his men surrounding the facility. But a sniper guard notices Jason lining up a shot, and a firefight breaks out. With his expert archery skills, Jason takes out half a dozen men, while Charlie and Miles take out many more. Randall and his men drive off to avoid the conflict, but Rosie the Rebel gets caught in open fire and killed. The group is devastated, but soldiers on. Inside the facility, Miles finds something more ominous than he could've ever imagined...
At the Neville household, Julia hosts a tea party for some Militia wife friends. They're sorry to hear about Jason's "death." Suddenly, Neville bursts through the door, muddied, exhausted and raving. Julia orders the women to leave, then runs upstairs to find her husband throwing things into a bag. Neville warns that Monroe's men are coming for them and begs her to pack her stuff. They have to leave Philadelphia - right now.
Back at the Rebel base, Rachel is disturbed by the schematics Miles and his group uncovered at the factory. Since Randall was carrying a briefcase, Rachel figures he was buying a bomb, and it was probably a nuke. Hudson thinks it's all insane - they're fighting with sticks and stones, and these guys have nuclear bombs? But Rachel has an idea as to how to stop them. - which would entail returning to The Tower to flip the lights back on. Miles tries to deter her from leaving, but Rachel knows if the bad guys have the power... the good guys need it too. She asks Miles to promise he'll take care of Charlie - better care than he ever showed Rachel. Miles kisses her hungrily, but the needy, desperate romance is fleeting.
There are tears all around when Aaron and Rachel set off for The Tower. As Rachel leaves, Charlie asks if there's at least a small chance of she'll return. Rachel tells Charlie she's not a kid anymore, refusing to lie, and refusing to answer her question.