A heavily damaged ExoFleet ship explodes, as the closing stages of the battle which began in the previous episode are being fought. After a fellow ExoFleet pilot creatively disposes of a pursuing Neo, Weston and Takagi dock inside a fleeing ExoFleet craft.
Meanwhile, at Olympus Mons, some volcanic activity is noticed as some Neo sapien y-wings exit from the mountainside. They fly in the vicinity of Able Squad, fire a few blasts, then leave. Marsh, Burns, and Bronski are still trying to repair the e-frames as Torres stands guard. Torres says the Neos wouldn't bother with a few ExoTroopers unless they had reason to worry, giving Marsh the opportunity to note that DeLeon and Marsala have still not returned from their recon mission from the previous episode.
Inside the brood center control room within Olympus Mons, Phaeton is busy giving instructions regarding the mopping up after the battle. He orders the disposal of four ExoTroopers captured aboard a cruiser. Phaeton then asks Marsala, who was being brought in during this time, why he turned himself and one of his compatriots over to the Neo guards. Phaeton says he questions Marsala's motives, since a Neo sapien rarely alters the path of his life. Marsala notes that it does happen occasionally, and tells the story of how during the first Neo sapien rebellion fifty years ago Phaeton decided to reveal the location of Marsala and the other organizers of the rebellion so that his own life would be spared.
Of course Phaeton wishes to have this story remain a secret, and so he asks Marsala if he should have him killed. Marsala says that would be a waste of a skilled soldier. Marsala explains that he had the same revelation that Phaeton did fifty years ago: that he is fighting for a side doomed to lose. With Phaeton's new birthing complex, the Neo sapiens' only weakness, that of limited numbers, shall be overcome. With natural humans obsolete, Neo sapiens take over all aspects of homeworld life. Phaeton exits his e-frame, and shakes Marsala's hand.
As Able Squad continues to repair their e-frames Nara sees Marsala running back, being pursued by Neo y-wings. As Able Squad prepares to fight Marsala says the DeLeon was captured. As theyattempt to fight their way out against six Neo y-wings Marsala shoots the cliff face above them, causing a landslide to fall on Marsh. Torres realizes what is occurring, but Marsala shoots her. As the show cuts to commercial, Marsala has completely subdued the rest of Able Squad.
Back at the battle that is occurring somewhere between Earth and Mars, ExoFleet ships continue to get destroyed. ExoFleet e-frames are attempting to cover the fleeing vessels. Weston gets hit, and when a pilot named Dover destroys her pursuer, he is himself killed. The e-frame pilot from the opening scene is also killed. Winfield tells the pilots to run, not fight. When Weston gets hit again Takagi lends a hand. An e-frame pilot named Sandowski takes multiple hits, and though Winfield tells him to back off, he instead self-destructs to take out a pair of pursuing Neos. The few remaining e-frames head toward another ship.
The loudspeakers aboard the ExoCarrier Dominion announce that Captain Furlong has been relieved of command. On the bridge Captain Furlong is livid, wondering who would dare to do it. Winfield then walks onto the bridge, with a gun in hand, and orders him taken to the brig for his mutinous deeds. Admiral Winfield then orders the few remaining ships to head back to Io. Weston asks for permission to retrieve Able Squad. Winfield notes that there is little chance that they are still alive, but gives them a Scout Ship for their attempt.
Meanwhile, Able Squad has been taken inside the brood chamber at Olympus Mons. Despite Marsala's claims that he does not care about them because they are Terrans, Nara says she cannot believe he would turn against them. Phaeton interjects, "And in some ways neither can I." He speculates that Marsala's surrender may be part of some plan, and wishes he could use a mind scan on him. Since the mind scan does not work on Neo sapiens, however, he will see if Marsh knows anything about Marsala's defection. While asking Marsala if the scan should be performed Phaeton notes, "The mind scan, while occasionally fatal, is the only sure test." As the other members of Able Squad object, Marsala replies, "It is what I would've suggested." Marsh demands an explanation as Marsala activates the scanner, and Marsala simply replies that he has deceived them all along.
Takagi and Weston are en route to Mars when they are detected by two Neo sloops. Weston intends to relieve Kaz of the piloting duties for the attempt to get by, saying, "I was flying when you were still using training wheels." Takagi eventually convinces her to let him do the flying. He is able to dodge their shots for a while, but eventually lets them hit the ship. When Maggie asks for an explanation her tells her, "Neos are smart, but they don't think strange, they don't think opossum." After the tail section of their craft catches fire and they appear ready to crash on Mars, the Neos leave the area. After Maggie rewards him with a kiss, they start down towards the planet's surface.
J.T.'s thoughts begin to be displayed to all the bystanders. He muses about the glory and freedom of flying e-frames, as well as the responsibility. As Marsala probes deeper Bronski protests and gets shot. Marsh's thoughts turn to Noretti's death. When his thoughts turn to Marsala it is enough to prove to Phaeton that Marsh knows nothing about the defection being a ruse. When Phaeton notes that Marsala may have tricked him as well, Marsala notes that there is a final test. Phaeton has the guards line up Able Squad for an execution, which Marsala says he will perform without hesitation.
When J.T. says to him, "After all we've... been though," Marsala angrily responds, "Been through? Been through?! You Terrans have never seen your brood mates sold, beaten, mistreated, treated as cattle and worse. Created as slaves, but with a will to be free. Forced to work, to suffer, to die in horrible conditions for Terran greed. Denied even the right to speak up against such tyranny. This is what I've been through. Speak not to me of loyalty. I am a Neo sapien. Created by Terrans, feared by Terrans, abused by Terrans, but no more! My place is with Phaeton, and yours is in extinction." Phaeton appears to have enjoyed the passionate words, and some time elapses during which Marsala winks at Nara.
Growing impatient, Phaeton orders Marsala to do it, prompting Marsala to knock him over and shoot a few guards. The other members of Able Squad rush the other guards, and succeed in taking their weapons from them. Phaeton alerts Typhonus, who gives orders to the e-frame units to shoot to kill. Able Squad, having no more opposition within the brood chamber, prepares for the assault.
Credit goes ot: Patrick Danner's ExoSquad page.