The death of Emma has turned Miles into a vessel of boiling rage. Thus situated, he coldly oversees the execution of a former friend, turned traitor. Neville and his Georgian reinforcements show up while Miles is deep in the bottle, pondering the loss of his former love. When Miles whips out his gun, Neville explains Foster has commissioned him as an officer of the Georgia Federation; they're partners now. And even though Miles wants to kill Neville right there, they've got bigger problems on their hands. Monroe's weaponizing anthrax, and he's using Dr. Ethan Camp to do it.
Charlie makes her misgivings known about aligning with Neville as Miles and the group board a steam-powered boat to carry out their mission to kidnap Dr. Camp. Miles tells her to shut up and get in line or stay behind; Neville can help them stop Monroe, and to Miles, that's the only thing that matters. Captained by Georgian Captain Richard Lucas, the boat sets out, posed as a fishing vessel. Neville approaches Jason to ask for a truce, but Jason's convinced his father doesn't care what side he's on, as long as someone's kissing his ass. Neville clarifies: he's with the Georgians because Jason is a traitor. He and Julia were forced to flee Philadelphia, and she developed hypothermia and almost died. Joining the Georgian Army is what he had to do to survive...
Aaron and Rachel have reached the Thompson Tribal Lands of The Plains Nation, but haven't eaten in four days. Finding a nomadic village, they beg for food, but Curt Thompson, a village elder turns them away. Everyone's starving, and if they want to survive, they'll have to be more a little more cunning. In Philadelphia, Randall tries to reason with Monroe, who hasn't yet recovered from the gunshot wound he sustained in Jasper. If their goal is to diminish the Rebels, then Monroe's recent drastic and violent outbursts might not be the best strategy. He seems to be antagonizing them more. Reminding Randall that he's merely an IT guy, Monroe offers to rip his throat out if he continues to criticize.
As Miles and his crew gears up for their mission, Neville decides to stay on the boat, as this particular operation is "not my style." Miles and his group kidnap Dr. Camp and blow up his lab before getting back aboard their boat. When Dr. Camp wakes up, Miles and Neville offer an ultimatum: either he starts working for Georgia, or they'll hurt his family. It seems while Miles was kidnapping Dr. Camp, Neville and his men captured Camp's wife and daughter. If he wants to see them again, Camp will get to work for the Rebels. Charlie's furious with Miles' callous willingness to kidnap innocent civilians. Later, Nora tells Miles she's transferring to another unit - she thought he changed, but was clearly wrong.
Late at night, Curt Thompson comes after Adam and Rachel for stealing food, and it seems there's only one punishment for crime in this part of the world. Before he can kill them, Rachel pulls a gun of her own and shoots Curt. As Curt's cousin race towards the origin of the shot, Aaron and Rachel run for their lives. In the chaos of their escape, Rachel falls down a ravine and snaps her leg. The nomads close in, and Aaron acts quickly, carrying Rachel to a derelict vehicle that will act as shelter. Knowing they're both dead if he stays, Rachel begs Aaron to go to The Tower alone and save himself. But Aaron refuses - he won't abandon Rachel.
Camp is just begging Charlie to release his young daughter when a Monroe Militia boat stops them for a routine check. Neville and Charlie hide with Dr. Camp in a secret compartment. Neville puts a gun to Camp's head, saying if Georgia can't have him, no one can. But Charlie is sympathetic to Camp's personal life and places a gun to Neville's head to make sure the doctor stays alive. When the coast is clear, the group steps out of hiding and Neville slaps Charlie for threatening him. Miles slams Neville against the wall of the ship - if he ever touches Charlie again, Miles will kill him.
The men from the nomad village catch up to Rachel in her vehicular hideout, and when she runs out of bullets attempting to fend them off, they enter the vehicle and place a rifle to her head. Suddenly, Aaron comes out of nowhere and stabs one of the men, only to get tackled by the other and choked. As the nomad presses his hands into Aaron's throat, cutting off his breath, Rachel reaches for the dead man's gun, and shoots the remaining combatant.
Charlie confronts Miles - this whole operation has gone too far. They've got to cut Neville loose. Miles has put a gun to the head of Dr. Camp's daughter so he can have a disease manufactured. How does that make them any better than Monroe? It doesn't. Miles knows Monroe will stop at nothing to kill them, so he sees his actions as a justified means to an end - even though the only way for him to deal with it is with alcohol. There's nothing Monroe won't do - this is war. When Miles refuses to let Camp and his family go, Charlie locks him in the bottom of the boat as Jason chloroforms his father. Together with Nora, they take over the boat, and demand the location of Dr. Camp's family from Captain Lucas.
By making it appear as if their boat has been abandoned, Charlie and her group ambush the boat harboring Dr. Camp's family and rescue them. However Neville manages to escape, putting an end to the sabotage. As he moves to kill Charlie, Miles suddenly appears and punches Neville... he told Neville never to touch Charlie! Neville orders Lucas to fire on Miles. Just as he's about to pull the trigger, the Militiamen who searched the boat earlier fire from the shore. They've brought reinforcements. As an all-out gun battle ensues, Miles, Charlie, Jason and Nora escape in one of the boats with Dr. Camp and his family. Charlie thanks Miles for his change of heart, but he owes the gratitude to her.
Later, at a Rebel camp, Neville barges in on Miles with his gun drawn. Miles confidently lets Neville know he'll never find Camp. See, Camp's not going to work for Georgia or for Monroe. When Neville threatens to take his troops and weapons back to Georgia, Miles thinks not. The Rebels are racking up more victories every day, and that's all President Foster cares about. Neville's power has been stripped from him. Later, Nora approaches Miles alone. When he asks if she's still leaving, Nora offers seduction as her answer. Miles isn't such a bad guy after all.
Safe from imminent danger, Rachel urges Aaron to continue to The Tower without her; turning on the power is a cause she's willing to die for. It's important that Aaron, specifically, reach The Tower. Dr. Warren's journal is like a spell book. Rachel instructs Aaron to open the journal to page 74, which features an old newspaper article about Aaron. Rachel didn't say anything because she didn't want to freak Aaron out, and she's not sure what it all means. Terrified, Aaron asks why he's in the book, but she has no answer. What does he have to do with the power going out?
At The Tower, Grace Beaumont types away on a bank of computers, as she's watched by armed guards. One of Randall's henchmen, Mr. Austin, stands behind her, ordering her moves. When Grace gets the elevators to work for Mr. Austin, and he handcuffs her to her work table before announcing his intention to take the elevator down to Level 12. But as he travels downward, the elevator stops at Level 7. Mr. Austin tells Grace to cut the games, as he's not in the mood. Suddenly, the lights go out, and Grace hears a scream. Suddenly, the elevator begins to ascend back towards Grace's position. In a panic, she desperately attempts to pick the lock of her handcuffs as the elevator doors slide open, revealing a terrifying sight...