Ben is placed in harm's way by someone who he thought he could trust. Tom captures another hostage. Weaver offers Matt a job to lift his spirits and make him feel useful. And when members of the 2nd Mass are trapped in the basement of a building, the situation takes a turn for the worst when they find themselves faced with a new enemy.
- Ben takes Karen into the woods and tells her about the group of skitters who've been able to resist their harnesses. He says they've started rebelling against their overlords. He explains that they started contacting him through his spikes. Karen tells Ben she saw a lot of stuff when she was harnessed. Soon they're confronted by skitters, and they're not rebels.
"They're with us," Karen says, before declaring to the leader, "It's as you predicted. He's been in contact with the rebel leader." Ben is stunned and realizes he's been double crossed.
Karen prepares to harness Ben in a seductive kind of way, telling him there's so much she wants to teach and show him. But before the connection can be made, shots are fired from the trees and a shootout between the militia, led by Tom, and the skitters ensues. Soon enough, the leader is at the end Tom's shotgun and the men realize it's a pretty important prisoner.
"Then, I guess you're coming with us," Tom says.
Matt watches from a window nearby while Maggie gets treated for the wound on her stomach. Anne tells Maggie to take it easy. Captain Weaver is up and out of bed against orders in preparation for the trip to Charleston, and he's not appreciative of everyone's concern for why he's out of bed. Captain Weaver isn't wild about Tom's new captive, but Tom says they can take the alien with them to Charleston.
Another shootout starts and Weaver worries it's a distraction so other aliens can sneak in the back door of their hideout building. Tom goes to check it out and finds himself in a one-on-one battle with a mech. He uses a smart combination of a lantern and a gunshot at some propane tanks to take it out and cause a huge explosion throughout the building.
The explosion has settled the aliens down, and Weaver tells Tom that they can't protect Ben anymore. Weaver says everyone's being put at risk because of what Ben has brought down on them. Tom says that's not fair, but Weaver tells him he'd agree if Ben wasn't the one involved.
Karen raises a white flag and calls out to Tom. She demands that the militia release her overlord and they're all free to go. But if they don't, "things can only get worse and none of us wants that to happen." Tom meets Karen face to face and he tells her she can't have Ben. She says that's clear. Tom demands that Karen pull her forces back before they'll let him go. Karen warns Tom that if he won't listen to her then he can "talk to him," and tells Tom that he's spoken to "him" when Tom and Karen were aboard the overlord's ship. Tom has his back turned to Karen and his face momentarily freezes as he continues to walk away from her.
Inside the hospital, Matt, Anne and Lourdes are reeling form the explosion, but none of them is injured.
Weaver tells Tom they can't trust Karen to keep a deal if they make one with her. Weaver sends Tector out to pick a team and recon alien positions. Weaver talks to Jamil about finding a way out of the hospital.
Ben tells Hal he feels bad about everything that's happening because of him. Ben and Tom then get into a shouting match about Ben saying he needs to leave the Second Mass and Tom insisting that he come with them to Charleston. Ben insists that he needs to fight because he's Tom's son and because of the overlord trying to get the information Ben has through his spikes. Ben tells Tom he's not sure how much longer he can fend the overlord off.
Anne, Lourdes and Matt find Jamil in the basement of the hospital badly wounded and twitching. Matt goes to reach for a door handle and Jamil shouts, "No!" Matt leaves the door alone, but now everyone is worried about what's behind it.
Hal and Maggie find a hatch door to a tunnel, but it doesn't open easily. While he tries to open it, Maggie asks about whether Hal still thinks about Karen and whether he's still in love with her. He admits it's strange to see her and think it's the same person he used to hold and kiss. He wishes his could get his brain to stop thinking about her, and Maggie plants a huge kiss on him. He wonders what happened to her "I'm not the right person for you" feeling. She says she changed her mind "just like that." The hatch door finally opens, but a bunch of insect-like alien creatures rush toward the newly open door. Hal and Maggie slam the door shut and avoid the onslaught, but one hops out and Hal aims to smash it immediately.
Matt notices new holes in the door that he'd been about to open and Anne pulls him away from it. Suddenly, more of the creepy alien insects start coming out of Jamil's mouth. Anne, Lourdes and Matt run for shelter and look for another way out.
Hal shows Tom and Weaver the insect thing and says he had to hit it about 15 times to kill it. The group heads out to find Anne, Lourdes and Matt. Pope offers to help but Tom is skeptical.
Weaver hears a gunfight in the distance and he and other realize it's Boon and Tyree's guns they're hearing. All they can do is listen for hints that Boon and Tyree are moving around successfully.
Matt, Anne and Lourdes find a vent and Matt volunteers to crawl through to try to find an opening. Anne tells him to send the message, if he finds anyone, that they're holed up in the blood lab.
Karen stands outside the hospital calling out again for Captain Weaver, and he responds.
In the blood lab, Anne tries to reassure Lourdes that they're going to be OK.
Tom and Pope walk together and hear a noise from a vent. Pope is about to shoot, thinking more critters are inside, but Tom hears Matt's whimper and Pope holds his gun up. Tom opens the vent to pull Matt out, and Matt says the critters are after him. Tom takes Matt away while Pope stays behind to blast some rounds into the vent.
Karen calls out to Captain Weaver and tells him one of his fighters has a message for him. It's Boon. Karen appears to let Boon free to run back to the militia, but as Boon runs toward his people, a mech squares him up in his sights, shoots him several times from behind and everyone watches Boon collapses to his death. Karen calls out to Captain Weaver to "consider it a warning you're out of time."
Lourdes and Anne create a makeshift blowtorch to burn up some critters just as Tom and the gang arrive to bring them back to safety. Captain Weaver hears that Jamil didn't make it, and tells Lourdes he's sorry. She leaves without saying anything. Tom takes off to go pay a visit to their "honored guest" while Weaver sends Hal, Tector and Maggie back to the front of the line.
Tom barges into the overlord's cage and has an intense conversation with him, through Ben, who is translating the overlord's thoughts through his spikes. The overlord says he wants "peace," and that if they'd come to commit genocide, everyone would already be dead. He says the aliens are there as a correction, trying to save the planet from hurting itself. The overlord says that once their task has been completed they will move on. Tom asks, "What task?" That's not of his concern. Tom mentions the rebellion and the overlord says they'll be defeated. Tom says the militia will continue to wear down the aliens every day, but the overlord says Tom and his men lack the strength, adding that they're "crippled by sentiment." Ben says, "Case in point" before losing his breath and falling to the ground. Tom kneels down to tend to his son and asks the overlord to stop whatever he's doing to Ben. "Please!" he shouts.
Ben recaptures his breath and says, on behalf of the overlord, "Sentiment. Weakness. You are in over your head, Tom Mason. Now release me before it's too late."
Tom says, "I understand now," and fires a single shot right into the overlord's chest, sending him crumbling to the ground.
Weaver reports to Tom that Anne is trying to fix the hole in the overlord's chest, but it's not looking good. Tom apologizes and explains he was trying to save Ben, but Weaver says they can't let their emotions get the better of them. Then he admits it's "easier said than done."
Weaver and Tom theorize about why the overlord took such a big risk to get close to Ben, and Tom tells Weaver he thinks the rebellion uprising is real. Weaver also wonders what they're going to tell Karen, who will find out "sooner or later" that her boss is bleeding out in their psych ward. Tom suggest they let her know sooner than later.
Hal escorts Karen into the hospital to see her overlord, and she goes on about how enlightened she is and how everything works together as the result of something else. She boasts about the way she managed to get Ben to run away with her. She smugly tells Hal about the adjustments she occasionally needs to make, and says, "Now you're handing my master over to me." Soon enough, she sees that her overlord is dying. She gets the explanation that the whole building is wired with explosives that will go off if Karen tries to leave the hospital before the 2nd Mass has evacuated and left for Charleston. Once they're clear, Tom explains, she can leave and possibly even save her overlord's life.
Everyone boards busses and Tom looks up to see a mech watching over them but not shooting. Tom tells Matt he's proud of what he did in the basement and Matt replies, "Just doing my job."
The next morning, Weaver lays out the plan to get to Charleston, 500 miles. Everyone is excited about all the great stuff that awaits in Charleston. In the bus, Anne overreacts to a spider on her hand. She stomps it repeatedly and Tom comes in to tell her he thinks she got it. He says he doesn't even want to think of how close he came to losing her, and they hug.
Lourdes is upset about losing Jamil, but she's treating patients again. She tells Anne they need treatment regardless of how she feels. She goes on to tell Anne that she doesn't need to talk about it, and it doesn't matter if you have a good or bad attitude. "Soon or later, something bad will happen to you," Lourdes says. "All we have to do is wait."
Tom finds Ben standing nearby as the busses get loaded up for the trip. Ben tells Tom that he wants to find other skitter rebels and fight with them. Ben asks his dad for luck as they shake hands. Tom tells Ben the story of how he and his mother dropped Ben off for his first day at preschool and Ben bawled when he realized they were leaving him there. Tom says walking away was the longest walk of his life. He says he looked back and saw Ben's face against the window, crying his eyes out. Ben hugs his dad and promises him they'll see each other again. Ben walks off while Tom watches and Weaver calls out that it's time to go.