Plot

Lt. Terry Clayton (guest star Henry Czerny - The Tudors) of the 7th Mass arrives with word that the aliens are on their way to attack the 2nd Mass.

Anne is treating a boy when his father points a weapon to her and robs the medical supplies. He flees with his wife and son and Tom, Weaver and Mike chase them. Out of the blue, they are surprised by Terry Clayton from the 7th Mass that retrieves the stolen supplies and let them go. Clayton discloses that the enemy is coming to the 2nd Mass and his men have been annihilated, but he has a sanctuary for the children. The reluctant parents let them go with Clayton and Mike to the camp. But secrets are disclosed in the end of the show.—Claudio Carvalho, Rio de Janeiro, Brazil

Anne checks out Eli, a kid who isn't feeling very well. His mom and dad hover. When Anne turns her back on the dad, he pulls a gun on her. He demands their antibiotics and pain killers. He's freaked out about the unharnessed kids walking around the school and the fact a skitter was in the building and killed someone. They want the medicine to trade after they leave. Anne resists and he whacks her. He and his wife and kid run off.

Tom, Weaver and Mike go after them. Weaver says it's Tom's fault because citizens are his responsibility. The family hunkers down in a driveway and the dad trades shots with Weaver. Suddenly a man in fatigues is behind the family and has them cornered. He identifies himself to Weaver that he's Terry Clayton of the 7th Mass.

The wife hands over the meds and the family runs off.

Terry tells the men that the 7th Mass got wiped out by skitters and they're coming in this direction. His remaining people are holed up in a farm nearby in a valley. Porter, the commander, thinks the aliens are looking for slave labor for their structures. They're seeing one mech and one skitter patrols.

Porter has ordered the 2nd Mass to stay put about 72 hours until the 3rd Mass shows up. But they're supposed to send anyone under 20 ahead with Terry. Tom's not a fan of the idea and Weaver understands, but says they might have to push for it if an attack is imminent. Weaver orders Tom to broach the idea with the citizens.

Dai heads off on motorcycle recon. Tom tells everyone to prepare to be able to leave quickly. People have heard about the potential order to send the kids ahead. Anthony suggests they might be safer if the kids weren't around, since they know the aliens are interested in them.

Sporting a busted lip, Anne gives Maggie prenatal vitamins to give to Sarah. She didn't want Sarah to see Anne banged up. Maggie commends her for fighting back and gives her a gun for protection.

Ben does push-ups. His spikes are still protruding from his back. His little brother Matt asks to touch one. He asks what it was like with the skitters. Ben to tries to explain how their telepathy works. He says it wasn't so bad after he was harnessed. He says the skitters cared about them in some way, like family. He says he missed it sometimes. Hal hears the conversation and is disturbed.

Anne treats a kid, but yells at her dad when he goes near the door. She's on edge. Hal stops by. He's worried about Ben. He tells her Ben just did 100 push-ups with little effort. He doesn't seem like himself.

Anne finds Tom setting up barricades around the school, including an over-turned car. They're just designed to slow the skitters down to buy the people time to escape through the tunnels. Tom can't decide how he feels about the possible order to send the kids first.

Jimmy stops by Weaver, looking for a job. He tells him he can help on watch, even though he's junior high-aged.

Anne thinks about the gun again. Cut to Maggie giving her shooting lessons.

Tom finds civilians confronting Terry about the order to send the kids ahead. They're in the gym surrounded by people. One man goes for his gun saying he'll react if anyone tries to take his little girl. Tom tells him to remember who the enemy is. Tom says he'll be the one to decide what they do if the skitters attack.

Jimmy heads out to join Parker on watch in an old school bus. Jimmy joins the existing chess game. They're looking at the board when they hear a noise and a light shines on them. It opens fire on them directly before they have time to react.

Everyone hears the shots and Tom tells them to get ready to move.

In the school bus, Parker is dead but Jimmy is unharmed. He ducks and covers as the mech claws at the school bus. He makes a run for it when his people start firing on it. Weaver realizes where it's coming from and that Jimmy's out there. Jimmy comes back in the school to find it's already been cleared out. We see the shadow of a skitter on the wall behind him.

He goes through a chain linked door, squeezing between the doors, but when he's on the other side, the skitter reaches through and grabs him around the neck.

Tom and Weaver are out to the school bus and Jimmy is left to defend himself inside. He draws his gun and shoots at it, but is soon out of bullets. The skitter is bearing down on him in the hallway and he's unarmed when a blast rings out. It's Weaver. He smoked the skitter. Weaver finds Jimmy near tears. He hugs him and tells him everything will be OK.

Later, with Anne and Weaver, Jimmy excitedly tells his story. He thinks he's in shock. "If you were a little older, we'd give you some whiskey," Weaver says.

Terry tells Weaver and Tom the 7th Mass was originally tracked by one skitter and one mech. The others come when they realize their recon isn't coming back. Weaver says it's time for them to seriously consider sending the kids away.

In the chow line, one of the citizens gives Ben a hard time, calling him a "razor back" and refusing to get in line with him. The man announces that kids like Ben are the reason the skitters are attacking them. Hal and Maggie intervene.

Ben goes to talk to his dad. He tells Tom he wants to go on ahead, so that Tom is free to fight when the skitters come. Tom asks his son if he's happy he's back. Ben says of course.

In the gym, Tom addresses the citizens. He tells them he's sending Matt and Ben ahead with Lt. Clayton. He says if everyone goes as planned, they reunite next night.

Tom assigns a security detachment, including Mike. Tom wants all the kids to go because they're the future and they have to come first. He gives them an hour to pack.

Hal finds Ben looking at a picture of their family from Six Flags. He wants Hal to hold onto it until he comes back for them.

Hal finds his dad and tells him he wants to go with Matt and Ben. He tells Tom about the morning his mom went to get food with Dr. Harris, that he and Ben got in a fight. He remembers his mom telling them they had to start looking out for each other. He feels like he needs to go with them.

The kids all say good bye to their parents. Jimmy thanks Weaver.

Terry gives tom directions on where to find the 7th Mass and the kids. Hal tells Ben he's going with them. Tom says good bye to his kids. Anne takes his hand.

Terry leads the kids through a forest. Hal checks the map and questions a turn Terry makes. He says it's a shortcut. They reach the ranch near nightfall. Terry suggests everyone go to sleep and they'll do a tour in the morning.

Late at night, Terry comes to get Eli, the kid who ran away in the beginning. He says he's taking him to his family. Terry takes Eli outside where a young girl meets them. She tries to take Eli but he sees that she's harnessed and protests. A skitter comes out from the woods and zaps Eli with something that knocks him out. Terry remains calm and has a conversation with the skitter through the girl. She complains that he's late, but checks that he'll bring more in two days. "That's the deal," he says and walks away calmly as the skitter carries off Eli.

Terry heads back to the ranch lodge. He unlocks a padlocked door and goes down to visit someone handcuffed and chained to a table. He tells whoever it is that he was right, there were a lot of kids in that school. "I knew it was a good idea to keep you alive, Pope," Terry says.