Charles Makena again sets the scene for this episode, narrating the approach of the Exofleet toward the pirate stronghold on the Saturn moon Enceladus. The Exofleet enters maximum blaster range in orbit around the moon, and Admiral Winfield gives the order to fire. The fleet showers laser blasts upon the moon's surface, and dozens of the pirates' ground installations are destroyed.
In the depths of the ice moon's crevices, we see Jonas Simbacca and his fellow pirates. One of his officers reports that almost all surface installations have been destroyed and strongly suggests fighting back. Simbacca orders him to be patient, mysteriously replying that "prey comes willingly to the spider who waits in his web."
In one of the Resolute's hangar bays, Marsh and Takagi are busy watching the progress of the fleet's attack on a display screen. J.T. is suspicious of the pirates' lack of response, and orders Torres to get the squad ready and prep the E-frames.
On the Resolute's bridge, an officer announces that all of the pirate surface installations are either destroyed or inoperative. Marcus urges that the fleet be brought to a lower orbit for optimum blaster range, and Admiral Winfield concedes that Marcus might have been right in his earlier suggestion that the attack proceed without E-Frames. The Exofleet moves closer to Enceladus'surface and prepares to finish off the pirates.
The impatient pirate officer from earlier shouts out that the Exofleet is descending into a closer orbit. Simbacca grins and replies, "Of course they are," and orders all main batteries to open fire. On the moon's surface, an enormous cannon and vast arrays of missiles emerge from the ice and are brought to bear on the Exofleet.
Suddenly, the Resolute finds itself targeted from multiple new locations on the moon's surface. Marcus insists that the computers are malfunctioning, but Admiral Winfield snaps, "Marcus! It's no malfunction, we've walked into a pirate trap!"
Winfield's words are confirmed when one of the fleet's cruisers is torn apart by fire from the pirate batteries, and the Resolute itself comes under heavy attack. The bridge rocks, and Marcus strongly recommends retreating. Admiral Winfield refuses, saying that it is too late, and orders the E-frames to launch in spite of Marcus' earlier advice.
Able Squad launches and Lieutenant Burns splits off from the squad to scout out the landing point for the jumptroops following the E-frames. The jumptroops are dropped onto the moon's surface and begin their assault on the entrenched pirate ground forces. Marsh destroys a row of gun emplacements on a ridge above the pirate troops, and Nara and the jumptroops advance.
Winfield is giving orders to the E-frames when the Resolute's bridge is hit. The console in front of him explodes, throwing Winfield to the floor. Marcus yells out, "The Admiral's been hit! Get a med tech to the bridge!"
We then cut to a factory outside of Maginus City, the capital of Mars, where a groundcar bearing Governor Phaeton has just arrived. A Neosapien named Gidas, the finance minister of the Martian commonwealth, greets Phaeton and thanks him for agreeing to meet. Phaeton asks about the secrecy of their meeting, and Gidas explains. He tells Phaeton that a recent audit of industrial facilities on Mars has uncovered spending for materials that were never received; the factories' expenditures have quadrupled, but production is at an all-time low. "The Martian treasury has been looted," Gidas says, and informs Phaeton of his decision to resign to avoid scandal with the Homeworlds Congress. Phaeton refuses the resignation and informs Gidas that he himself made the diversion of funds. Phaeton leads Gidas to another part of the factory, where he activates a hidden lift down to an underground facility. "I want you to see the destiny of the Neosapien race," Phaeton states.
The lift takes Phaeton and Gidas hundreds of meters below ground to Phaeton's secret realm, an E-frame manufacturing facility. We see finishing touches being applied to the E-frames that Phaeton, Typhonus, and Shiva will later use, and Draconis' completed E-frame lies waiting in the foreground. "My diversion," Phaeton says, "will give Neosapiens the dignity they have been denied since their creation." "With forbidden weapons? Governor Phaeton, we gave our word," Gidas says. "To an oppressor with a gun to our head, to keep us slaves on our own planet!" Phaeton retorts. Phaeton expounds on the oppression of the Neosapien race, protesting that Neosapiens are not even allowed to own a starship or a weapon. Gidas warns that Phaeton's plan can only bring suffering to Neosapiens, but Phaeton contradicts him and insists that the humans will be the only ones who suffer.
Back on Enceladus, Able Squad and the jumptroops have finally reached the heavy pirate blasters and missiles. As the giant blaster continues pounding away at the fleet, Marsala strafes the crew operating it. Weston slashes the end of the blaster's barrel off, and J.T. finishes the huge cannon with two missiles. Simbacca orders the pirates to retreat into the ice caves, and Nara tries to follow, unwilling to wait for the rest of the squad. Two pirate missiles narrowly miss hitting her and explode just behind her, disabling and flinging her E-frame into a missile battery. Nara crawls out of her wrecked E-frame and is taken captive.
Marsh, Marsala, and DeLeon arrive at the mouth of the ice caves and find the empty wreckage of Nara's E-frame. J.T. says that she must have been taken by the pirates, but Marsala replies that pirates take no prisoners. Marsh orders Torres and her half of the squad to meet with him at the ice cave entrance. Alec detects an infrared signal leading into the caves, and J.T. orders the squad in to follow it. Bronski takes the point, much to his chagrin, and inadvertently trips a silent alarm that alerts the pirates to the squad's presence.
We then cut to Simbacca in his command base deep within the caves, where we see Nara is being held. Simbacca orders his men to activate the holographic cloaking screens, and we cut to an ice cave whose walls are filled with recessed gun batteries. The guns are cloaked and fade into the ice just as Able Squad enters the dead-end cave.
Meanwhile, at the Government Center in Maginus City, Gidas is trying to explore into Phaeton's files to determine the plans behind his military spending. After successfully guessing Phaeton's password, he finds plans for the construction of an armada larger than the Exofleet. Before Gidas can proceed any further, however, his computer shuts off and two armed Neosapiens force open his door. Gidas resists, but is taken by the two guards.
On Enceladus, the squad enters the gun-filled cave, and Simbacca gives the order to fire. Blasts that seem to be coming from the walls themselves disable first the E-frames of Weston, then Torres and Bronski. Alec begins firing at the source of the blasts and destroys one of the guns, and Marsala and J.T. manage to destroy another before being disabled. The pilots are forced to get out of their E-frames wearing oxygen helmets.
In Simbacca's command chamber, the pirates' attention is diverted from Nara to the attack on the squad. Nara seizes the chance and grabs a blaster, proceeding to shoot out the controls for the cloaking field. The field that hides the guns and the door into the command chamber disappears. One of Simbacca's officers brings a gun up to Nara's head, but before he can kill her, the door to the command room suddenly explodes. The room begins decompressing with exposure to the airless surface, blowing most of the pirates out to the surface. Nara grips on to a table, but collapses when the chamber finishes depressurizing. Simbacca manages to hold on and gets a helmet before ordering the remaining pirates to the ships, promising to fight another battle on Tethys. J.T. and Marsala rush in and find Nara, who is on the verge of death. Marsala takes a deep breath, removes his helmet, and gives it to Nara. When J.T. asks him if he will be all right, Marsala responds, "I will survive." Alec announces that an evac shuttle is on the way. Nara sees Marsala's face and says, "I'm safe...safe with you..." before passing out.
In Phaeton's Martian palace, Gidas is brought before Phaeton by two guards in E-frames. Phaeton tells Gidas that he should have trusted him, but Gidas says that he refuses to be a party to war. "You could have ruled beside me," Phaeton says. He then orders the guards to take Gidas to the neurological research center, adding ominously, "If you think like a slave, we will give you the mind of one." Gidas cries out one last time in protest against Phaeton's war as he is taken away; Phaeton only smiles menacingly and grasps at the holographic planets displayed in front of him.
We then see the medical theater on the Resolute, where J.T. and Marsala are watching a team of surgeons operate on Admiral Winfield. The wounded J.T. leaves and goes to sickbay to talk to Nara, who asks about Winfield. J.T. says that it's too soon to tell how the operation will go. The two discuss Marsala and Neosapiens in general, and Nara is clearly puzzled about what Marsala did for her on Enceladus.
Dominating the bridge of his flagship, The Olympus Mons in his black E-frame, Phaeton stands and orders the transmission of the attack codes. We see the Neosapien armada disgorge countless E-frames and Y-wings into space, heading toward the Homeworlds.
We cut to Nara's family's farm on Venus, where her father and brother are working on a harvester in the fields. Explosions in the distance alert James to a group of approaching Neosapien Y-wings, who open fire on the Burns' home. James runs to the house to try to save his mother, but the Y-wings destroy the harvester, and James knocked unconscious by the blast. Dozens more Y-wings sweep in and begin bombarding Vesta, the capital of Venus.
The Neosapien fleet continues on its approach toward Earth, and releases hundreds more E-frames and Y-wings. We see San Francisco, Rio de Janeiro, and Sydney fall under Neosapien attack as Phaeton's forces swarm across the Homeworlds.
Blissfully ignorant of the happenings in the Homeworlds, the Exofleet arrives in orbit around Tethys, the home of the Pirate Clans, where Simbacca and his men have retreated. An injured J.T. is on the bridge of the Resolute, standing behind Captain Marcus. Commanding the fleet in Admiral Winfield's absence, Marcus orders the E-frame squadrons to prepare to attack and the jumptroops to drop. As the Jumptroop Dropship descends into drop position, the on-screen view of Tethys is suddenly replaced by a man in an Exofleet uniform. "Admiral Romero to the fleet, urgent you return to Earth immediately! Break off the attack! We are under massive assault from Neosapien forces. There was no warning! Suddenly they were everywhe..." The message is cut off, and J.T. tells Marcus to withdraw the jumptroops. When Marcus freezes and stammers indecisively, Marsh pushes him aside and orders the fleet to regroup and set course for the Homeworlds, hoping that it is not too late.