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On Mars, a Neosapien is observing some Neo tank movements. When he notices another Neosapien behind him, he pull out a gun and shoots him. The spy then jumps into a waiting hovercar and attempts to escape. He is captured, however, by some Neo e-frames.

Back at the fleet orbiting Venus Admiral Winfield is briefing Marsh for a new mission. We learn that the spy's name is Marduk. Although he worked in the Ministry of Production he was secretly opposed to Phaeton. He had been sending regular reports, but those reports have now stopped. Winfield tells Marsh he is sending him on a long term reconnaissance mission. Winfield tells him that because he will be in charge of two exosquads he will be getting a well-deserved promotion to Commander. Marsh says that he would rather stay with his squad, so Winfield tells him that he will stay with his squad, but would simply have greater responsibility. Marsh thanks him and they shake hands.

On the surface of Venus, at the Burns' family farm, Nara is reminiscing about her childhood, and cries when thinking of her brother, James. Marsala notes that he may have been lucky to not have parents, since he then cannot lose them. Nara tells him she intends to make the farm one her parents could be proud of. Marsh interrupts by landing nearby. Upon exiting his e-frame he asks for the commander of Able Squad. Somewhat confused, Nara points out that he is. Marsh then tells her of his promotion, and as a consequence, hers to squad leader.

As the pirate vessel they are on heads for Mars, Marsh reiterates that they are on a recon mission and should avoid contact with the Neos. As an aside Takagi mentions that means no fun on this trip, but the other squad's leader doesn't appreciate the comment and simply scowls at him. As they frame-up we see that Nara has her own e-frame, and Marsala is flying solo.

The squads land inside a cavern, after using volcano fumes to cover their entrance. Marsh begins giving orders regarding their setup inside the cave, and mentions finding the underground base that they were searching for when Barca showed his true colors and betrayed them. Marsala interrupts, pointing out that such instructions should be coming from the squad leader. Marsh says he's right, and that he'll fly recon with Kozeri's squad. Marsala tells J.T. that he must be completely confident in Nara's abilities.

Able Squad, minus Marsh, is flying through the channels on Mars, and Nara is giving the orders. They run into a Neo patrol, and engage them. Although they destroy a couple Neos, there are many more. Takagi gets tailed and can't break away, so Nara comes to destroy his pursuer. Soon after she gets caught in an explosion from a Neo missile. She crashes, and as large Neo e-frames approach she is unable to exit her frame. She calls to Marsala for help, but then orders Able Squad to fall back. Torres and Weston save her from her predicament, and Bronski destroys another Neo, causing the rest to flee. Takagi wishes to pursue, but DeLeon cautions that it may be a trap. Reminding all of them that they are on a recon mission, Nara orders them back. She notifies J.T., who says that they will need to scrub the mission.

Back inside the cavern, Maggie is busy repairing Nara's e-frame, which had been badly damaged. Kaz and Wolf are armwrestling, as Torres and Kozeri watch. Marsala and J.T. are busy trying to cheer up Nara, who blames herself for the incomplete mission. As Bronski wins the match, DeLeon hands J.T. some orders. Marsh looks at it, announcing that Marduk supposedly will give the ExoFleet the key to the Martian defenses if they get him off Mars. Alec notes that it could be a trap, but J.T. points out that it is also an order to go and pick him up.

Typhonus and Exial, his Neo mega assistant, are talking to Marduk. Forced to choose between setting a trap for the ExoFleet or death, Marduk chose to set the trap. Typhonus tells Marduk to have the ExoFleet meet him at the Falls of Eris.

The two exosquads are waiting at the bottom of falls, and a Neo arrives at the top. DeLeon confirms that it is Marduk. Marsala decloaks right next to Marduk, who tells him that the meeting is a trap. Marsh then orders Marsala to leave. Typhonus, who is listening in, orders all e-frames to converge on the falls. He also has his assistant detonate a bomb inside Marduk's hovercar, the explosion of which injures Marsala and throws Marduk over the falls.

Some y-wings make strafing runs on Marsala, as he attempts to get back into his e-frame. Marsh flies upwards to aid Marsala as both sides exchange heavy fire. Kozeri leads his squad in an attempt to engage the Neos in the air, and Nara takes Able Squad up to hit them from another side. The battle seems to be going well for the ExoTroopers. Marsh reaches Marsala, but takes a missile in the back, crippling his e-frame. Torres draws the fire away from J.T., and gets shot down for her trouble.

Torres crash lands far below and exits her e-frame. Marsala removes the injured J.T. from his frame. The Neos superior numbers are starting to take their toll, as another ExoTrooper gets destroyed. Kozeri wants to pull out immediately, but Takagi tries to retrieve Torres first. All he sees is her exploding e-frame, which we see knocks her unconscious. Marsala is calmly getting Marsh out of harm's way, as Weston grabs his e-frame. As the ExoTroopers retreat Burns tells Weston to leave J.T.'s e-frame. DeLeon then leads what remains of both squads through a tunnel to the next canyon. As the Neos attempt to pursue, Alec jams their electronics, which causes them to crash into each other and the cave walls until they are destroyed. The exosquads then calmly leave the area.

Back at Torres' crash site, a Neo e-frame is examining the situation. As he approaches the injured pilot a bright light turns on, temporarily blinding him. Three figures are seen. A fourth comes from the side to squirt a liquid on his windshield. The Neo reports that he is under attack, and begins firing blindly. Two more assailants connect a grapple to his leg and use it to pull him down. They grab Torres and leave. When the Neo is able to right himself and clean off his windshield he leaves.

Back at the cavern that serves as the ExoTroopers' base, Bronski and Takagi decide to go back for Torres. As they fly away Kozeri orders them to return, and when he doesn't believe their excuse that they are going to pick up Marsh's e-frame, they continue on their way anyway. Nara reports to J.T. that half of Kozeri's squad was lost, as well as Torres. She says Kozeri wants to court-martial Bronski and Takagi for going after Torres. Marsh asks her what she will do, and she says he taught her that they take care of their own.

At the falls Kaz and Wolf find no trace of Torres, and Takagi grabs her black box. As they leave two Neo y-wings approach, and Bronski angrily fights both. Despite Kaz' attempt to calm him down, Bronski doesn't until Nara arrives and orders him back to base.

The ExoScouts take Torres inside a cave, where she wakes up. The episode ends as we see the young faces of the ExoScouts.

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