Harnessed children, with alien machinery in their backs, work like drones on top of a building. There are a dozen of them and they're scavenging scrap metal. Mechs and skitters stand guard out front.
Tom and his group conduct surveillance from a rooftop across the street. There are 6 aliens and five of them. They're talking about coming back later when Karen knocks a brick off the roof and the aliens hear and open fire. They have to retreat.
Back at the high school HQ, Tom is immediately swarmed by parents of missing children asking if he saw them. Anne suggests the parents post their pictures on a bulletin board.
Porter is back and delivers a briefing in the command post.
He reports a scout ran into resistance fighters outside of Chicago who know about groups in Texas, Oklahoma and California.
The bad news is alien structures are going up over other cities, like Boston. Porter orders them to collect intel and war material. Weaver tells them he'll be breaking them down into teams of four and six fighters.
Tom tells Porter what he knows about the harnessed kids. He tells them the science team removed harnesses from three kids, but they died hours later. He says now the chief surgeon thinks he has a solution, but he needs to test it. Tom knows he means Ben.
Weaver doesn't want to bother with rescuing a dozen kids, but Tom tells him it's important to keep hope alive by bringing parents their kids back. He tells Tom to just bring Ben back for now.
The civilians have set up school in the gym. Tom finds Matt sitting by himself. He's worried about his brother. He heard the kids die when the harnesses are removed. His dad tells him a doctor figured out how to take them off safely.
Uncle Scott brings Pope food in his cell. He objects to the preparation and rants about the technique. Turns out Pope was a chef.
Uncle Scott suggests to Weaver that they let him cook. Weaver checks with Maggie, who vouches that Pope can cook. He learned in prison.
When Pope comes in, he complains about their cooking equipment but says he'll take the job.
Tom checks with Anne about the doctor. She describes him as very smart and competent and sure he's the best for the job. His name's Michael Harris (Steven Weber).
Tom knows him.
Later, Michael tells Tom about getting separated from Rebecca, Tom's wife. He tells Tom he's sorry.
The next day, Tom and usual group watch the harnessed kids, looking for Ben. Mike sees his son Ricky and immediately jumps up yelling and runs for him. Tom tries to cover him and throws a bomb at a mech. Mike gets his son in the truck. Tom wants to go back for Ben but a mech shoots at him and knocks him out. Dai grabs Tom and throws him in the truck.
Karen and Hal run but soon find a mech in their path.
Cut to Tom waking up with Dai, Mike and Ricky. He doesn't want to go re-arm and wants to get Karen and Hal.
He takes Dai's shotgun and walks down a dark hallway. He hears a noise and is soon face to face with a skitter.
He runs but it races after him on the ceiling and knocks him down. It gets on top of him, but Tom scoots for his sawed off and blows off one of its legs. That slows it down so he can shoot it in the head. He beats it with his gun until it stops moving.
Back at camp, Anthony reports to Weaver that they didn't get Ben.
Weaver hears a hubhub and goes to investigate in the hallway. He finds Tom dragging the still kicking alien down the hallway. "I brought you a prisoner of war," he tells Weaver.
Weaver is impressed.
Tom gets a fresh gun and heads out.
Hal wakes up in the rubble to see his zombified brother dragging Karen away. A mech shines a light on him and five hardnessed kids line up to face him. A skitter inspects him then the mech opens fire on the harnessed kids.
Dr. Harris prepares to do surgery on Ricky, who also has cystic fibrosis.
Weaver stops in and Dr. Harris essentially tells him to get out of his way. He says they have to cut the harness out instead of removing it entirely.
He lights a small torch and starts cutting the harness needles. He thinks the harness supplies the kids with a drug and they were dying when they were suddenly cut off. So he's pumped Ricky full of morphine in preparation for slowly lowering the dosage. They have to leave the probes in the kid.
Harris explains that the harnesses are partially organic, so over time they fuse into the kid.
Tom runs down a dark street and sees Hal stumbling toward him. Hal tells him the skitters took Karen. He doesn't understand why his dad left, but Tom says he was knocked out.
Hal tells him the mech killed the kids and let him go. Tom recognizes it as an old Nazi trick, leaving one alive as the messenger.
So if they go back, they have to get all the kids.
At the high school, Porter is excited to have a live skitter to study. He's going to have Dr. Harris stick around for three weeks.
Pope feeds people and Weaver says he'll give him a week tryout, but he still has to get locked up when he's not working.
Tom visits Ricky, who is still knocked out after the harness removal. Anne says he's stable and it seems like the procedure worked.
Tom finds Dr. Harris drinking Scotch outside the skitter's cell.
Harris says there are people who think that those surviving the first wave of the invasion are the best of mankind, but he doesn't think there's anything noble about running away.
Tom asks if that's how Harris survived. He blames him for abandoning Rebecca. Harris says he wasn't with her when the second wave attack started, but Tom says he found her with a bag that was too heavy for her to carry alone.
Harris says it was a split second decision and "I thought the community needed my medical skills..."
Tom decks him.
Harris then says it's actually Tom who's responsible for her death because that morning Tom was supposed to go with her looking for provisions. Harris says that because he's now alive, Ben has a chance to live.
Tom says the people who survived owe it to those that didn't to become the best of mankind.
He visits the wall of missing children and puts up Ben's picture. He finds Hal wrapped around Matt, sound asleep.
In its cell, the skitter wakes up. Ricky opens his eyes.