In the city of Vesta on the planet Venus, many bandaged Neosapiens are under armed guard, as buildings burn in the background. We see one Neo that is visibly distraught, others look dejected as well. Most of the Neos seem to have their heads bandaged, a few have their arms in slings.

In the midst of this, J.T. Marsh and Alec DeLeon are talking to a group of captured Neosapiens seated in front of them. Marsh tells them that the ExoFleet has taken Venus. Alec says that they want to try to avoid the needless sacrifice of Neosapien lives, and that they can help by revealing the locations of regrouping points and resupply depots. A couple seem shocked by the question. One, with a sad expression on his face, looks ready to speak. But he apparently decides against it when a fellow Neo gives him an angry look, complete with the dilating pupils. The one who was planning to speak then slumps his shoulders, while the other gets a smug look on his face as he looks at the two ExoTroopers. Marsh says to them that the war isn't between Neosapiens and Terrans, but that they have been fighting for Phaeton's ambition.

By the damaged "Welcome to Venus" sign, in a light breeze, Nara Burns is with her brother James as a pair of Med-techs carry him off. He is so heavily wrapped with bandages that only his mouth and jaw can be seen. There is an extra bandage taped over his right eye. Although he seems to be unconscious, Nara tells him that they'll take good care of him. They cart him into an ambulance, and the door closes behind them.

Marsala approaches Nara from behind, and asks her how James is. She relates what the Med-tech told her, that James will lose an arm and perhaps his sight. Her hands drop to her sides and she begins to cry, and Marsala reaches out to put his hand on her shoulder to comfort her. He then hesitates, his arm shaking in mid-air. He retracts the arm and just tells her, looking as though he perhaps wished he had taken hold of her, "At least he is alive. Where there is life, there is always hope." As the ambulance takes off, she replies, "I'd like to believe that, but sometimes it all feels so hopeless."

On the flagship The Olympus Mons II, Draconis tells Phaeton (who is looking his old self, without a trace of the auto-mutation syndrome) that they must be careful. When Phaeton tells Draconis that he wasn't this cautious in the past, Draconis points out that the Pirate ships, because of their cloaking abilities, are difficult targets. Phaeton says that Winfield is a fool to trust his allies, because there are Pirates who would do anything for the promise of wealth and power.

In the engine room of the Resolute II, Barca hides in the shadows. Once a couple of ExoTroopers have passed, he hides a device with a five-minute timer and then runs off. On the bridge, Captain Jonas Simbacca reports that long-range sensors have detected a Neo fleet approaching Venus. Admiral Winfield says that he has been expecting a counterattack. When Simbacca asks if he should move the fleet into battle formation, Winfield replies in the negative and tells him that they will use the ExoFleet ships as bait, and that once the Neosapiens have been lured within range, the Pirate ships will decloak and attack from both flanks. Simbacca is pleased, and deems it a plan worthy of a pirate. Winfield then signals all Pirate craft to cloak, and they follow the Resolute II's lead in doing so.

Just then the device that Barca had planted ticks off its final seconds, and explodes. Flames erupt in the general vicinity, and some ExoTroopers run off. The Resolute II once again becomes visible. Back in the engine room the ExoTroopers return with fire extinguishers, and attempt to douse the raging flames. More ExoTroopers arrive with Extinguisher in hand, while others, a cook with frying pan in hand among them, scurry about. An alarm on the ceiling beeps and flashes.

On the bridge a console is flashing and beeping. Winfield demands an explanation of what is occurring. Another bridge officer, as he presses various buttons on his console, reports that there was and explosion in engineering access corridor 47B, that they are losing power and cloaking is down. Winfield says that they are dead in space if they don't recloak. The Resolute II is then seen, alone in the blackness of space.

Back in Vesta, Wolf Bronski shows Marsh the Neosapien shuttle that he "liberated from the Neos". He seems pleased at still being able to fly, despite losing his e-frame. Just then Marsh is interrupted by Winfield, and J.T. runs the few yards back to his own frame to talk to him. Winfield says that all e-frames are ordered to return to the fleet immediately. Marsh asks if there's trouble, and Winfield tells him that a Neo fleet is approaching and the Resolute's engines are out due to an explosion that looks like sabotage. Winfield tells him that the fleet is retreating with the Resolute II in tow, and we see a view of space that shows this. Winfield tells him that the Neosapiens will eventually overtake them, and that they hope the e-frames can buy enough time to make the necessary repairs.

Marsh reports that they're on their way, and ends the transmission. He orders his squad to frame up. Maggie Weston tells Marsh that their fusion paks have been pushed pretty hard recently, and that a few of them might not be able to make it into orbit. Marsh says that they will get into orbit, and orders Bronski to bring his shuttle out. Bronski happily agrees, quickly salutes, and runs off. Marsh shouts after him, "And try not to run into anything!" Marsh then tells DeLeon and Marsala to turn their prisoners over to the resistance. He makes a point of telling Marsala to get himself a Neo uniform, and Marsala smiles as though he knows what Marsh is up to. Marsh tells Kaz Takagi to rejoin the fleet, but he objects, wanting to stay with the squad. Marsh tells him that his exofighter won't do them any good where they're going.

The many ships of the Neosapien fleet continue on their course. Once they all pass a certain point, however, windows of light open up behind them, and many e-frames emerge from the cloaked Pirate ships. The hangar doors then close, and the ExoFleet e-frames begin their assault. Kaz fires two missiles into a vent at the front of a Neo vessel, and it triggers a chain reaction that eventually destroys the ship. The e-frames are meeting with heavy fire, but continue attacking.

Draconis reports to Phaeton that the e-frames have broken through the formation. Phaeton does not care, saying, "It does not matter. They are gnats attacking an elephant. They cannot harm us. The Olympus Mons II cannot be stopped. It is invincible." Draconis then tells him that the Terran flagship is ahead, just out of range of their weapons, and that it appears to be under tow. Phaeton is pleased that his spy accomplished his task. Draconis then reports that one of their shuttles approaches from Venus. Phaeton tells him to open a frequency, and he identifies himself and asks the shuttle to do the same.

It is Marsala, in a Neo uniform, who responds that it is the shuttle Proteus requesting permission to dock. There is a great deal of static on Draconis' viewer, perhaps designed to conceal Marsala's identity, and Draconis says that they are having a difficult time receiving. Marsala explains that their communications systems were damaged and repeats the request to dock. Phaeton declares that they are cowards who should have fought to the death back on Venus. He orders the shuttle destroyed, but Marsala calls for him to wait, since he brings proof that Draconis plans to betray him. Draconis, now standing, angrily declares the accusation absurd, since no one's loyalty exceeds his own. "And no one has more faith in you than I," Phaeton responds unconvincingly. Phaeton asks if he should allow the shuttle to dock, or if Draconis fears them. Draconis tells the Proteus that they may begin docking.

Marsh approaches Marsala and asks how he knew that would work. Marsala tells him, "Phaeton has chosen to rule through terror. But when everyone fears you, you must fear everyone."

On the bridge, Winfield asks Professor Algernon if they have made any progress. Winfield's viewscreen shows Algernon working busily as he replies, "Progress is a relative term, Admiral. We're working as fast as we can." Simbacca walks up to Winfield and says that they are losing too many ships and e-frames, and that they haven't slowed the Neo fleet. Winfield agrees and calls for the Pirate ships to break off their assault, the e-frames to return to their ships, and preparation for an evacuation of Venus. Simbacca asks, "Then... we've lost everything?" Winfield tells him, "There's always hope. Don't you believe in miracles?"

The Neo ships are still coming under fire as the Proteus docks with the Olympus Mons II. Some Neos run toward the shuttle. One opens the door and promptly gets blasted. As he crawls off, Marsh emerges from the shuttle and shoots at some other nearby Neos, who run off. All of Able Squad emerges and opens fire. Marsh orders DeLeon and Bronski to guard the shuttle, and says they'll need to be able to leave quickly. Bronski agrees, gives a quick salute and closes the door.

Meanwhile Draconis reports that they have been boarded, and that the shuttle must have been a trick. Phaeton muses, "But whose trick? Seize him!" and two guards rush to grab hold of Draconis' arms. Draconis asks for an explanation, but Phaeton just tells him that if it is his doing, he won't survive to see its end.

Able Squad blasts its way into a large open chamber with a number of catwalks. Marsh spots some cylinders with wires connected hanging from the ceiling, bristling with electricity. He takes aim and fires, and they explode. The rest of Able Squad also shoots up various part of the chamber, and explosions ensue. At Marsh's order Able Squad begins to back out.

On the bridge, the ship rocks with one of the explosions. Phaeton tells Draconis that his traitors do their work well, for they have just lost the main engines. Draconis continues to proclaim his loyalty, as sparks fly from nearby equipment, but Phaeton is not about to be swayed. He is sure that those in the shuttle are operating under Draconis' orders, and asks him if he truly thought that the leader of the Neosapiens was ignorant of his plots. Phaeton implies that this was the reason for his arrival. He says he will deal will Draconis after he has crushed the traitors he has working for him.

On the bridge of the Resolute II Simbacca reports than the Neo flagship has stopped. Just then a message comes in from Takagi, saying that the rest of the squad boarded the Neo flagship. Winfield turns to his Captain and tells him, "There's your miracle, Simbacca, and it's named J.T. Marsh."

Meanwhile Able Squad is trying to fight their way back to the shuttle, as Neos with blasters fire at them. Rita Torres complains that they don't have enough room to maneuver. Marsh knocks back two onrushing Neos, and reiterates their need to get back to the shuttle. As he walks down a corridor, Phaeton turns the corner in front of him to face him. Phaeton quickly fires a blast that knocks J.T. down, and Phaeton says there will be no escape for him this time.

Back at the shuttle, DeLeon and Bronski hear the sounds of battle, and know that they're in a fight to get back. Bronski pulls out his blaster and runs off, explaining when Alec asks that he intends to ensure that they make it back. He soon comes upon a Neo e-frame that just got knocked down, and he tells the pilot as he points the blaster at the cockpit, "Open up, or I'll open it for ya'!". The Neo, a short one as it turns out since he is perhaps an inch or two short of Bronski's height, complies.

Marsh is buckling under an assault by Phaeton's guns. Phaeton tells him that he's changed since they last met, and Marsh's e-frame finally gets sent to its knees by a shot. Phaeton moves in for the kill, and says, "You won't escape me."

As Marsh struggles, Phaeton tells him that he and the ExoFleet have fought their last battle, and that Phaeton can't be beaten. Just then Bronski slams his new found frame into Phaeton's. Phaeton quickly recovers, however, and knocks Bronski down as Weston calls out to him. Phaeton says to Bronski, "It takes more than a Neosapien e-frame to make you the equal of Phaeton." Weston tells Bronski to get out of there, and he exits his frame and runs off as she fires her ricochet weapon which damages Phaeton's frame and destroys the one that Bronski had commandeered. Phaeton leaves the corridor. Marsh has Torres provide covering fire as he reiterates their need to return to the shuttle.

Phaeton's frame staggers back onto the bridge, and Draconis once again claims innocence. As Phaeton exits his frame he tells him to stop whining and has him released. The guards let go, and he approaches Phaeton asking, "Then, you believe me?" prompting the response, "This time." The report comes in that auxiliary power is on, weapons are operable, and that maneuvering is at 50%. Phaeton orders all weapons trained on the ExoFleet flagship, and that it be destroyed once they are in range.

They are soon within range, and the fleet prepares to open fire at Phaeton's command. Winfield contacts the vessels towing them and tells them to save themselves. The beams connecting to the Resolute II are detached, and the ships move off. Winfield wishes them luck in carrying on the fight. Just then Algernon contacts the bridge and tells Winfield, "I can't guaranteeing anything, of course, but if you care to start your engines there is rather a good chance that they might work." Simbacca orders the main engines activated, and with a cackling of energy along the walls of engineering, the main engines fire, and the ship cloaks.

Draconis reports that it has cloaked and that the batteries have lost their target. Phaeton replies angrily, "Then find it again." The Resolute II soon decloaks immediately next to the Olympus Mons II, and quickly is firing all of its weapons at it, doing extensive damage. Phaeton quickly gives the order to lock on and fire, but the Resolute II quickly recloaks. Simbacca says that they will finish them on the next pass, and on the bridge of the Olympus Mons II Draconis tries to convince Phaeton to abandon the ship. Phaeton is appalled, but Draconis tells him that the loss of one ship is insignificant compared to losing Phaeton, causing him to relent. Draconis runs to a console and orders Creon to dock his vessel with the Olympus Mons II, which it proceeds to do.

It enters the same hatch that the Proteus, with Able Squad aboard, exits. They quickly speed away.

Draconis, Phaeton, and a couple others run down a corridor. As Draconis claims that they must get Phaeton to safety, he opens a door that reveals Creon and two other Neos, who blast the Neos accompanying Phaeton and Draconis. An angry Phaeton asks, "Draconis, what is the meaning of this?" Draconis, pulling out a gun says, "A short while ago you called me a traitor. Apparently, you were right." Phaeton levels an angry gaze in his direction as he continues, "Good-bye, Phaeton. We shall all remember your sacrifice for the Neosapien order."

As the smoking Olympus Mons II passes, the Resolute II decloaks, and fires all its available weapons at it. Large pieces of the ship are getting blown off, and eventually, after many more hits have taken their toll, it explodes as an angry Phaeton shouts Draconis' name.

Still on the shuttle, Bronski asks Marsh if he thinks Phaeton escaped. Marsh says it always seems as though Phaeton has more lives than a cat, and tells Bronski to dock with the Resolute.

The remainder of the Neosapien fleet is in high Earth orbit. On Earth itself, Draconis is telling Thrax that he kept him alive so that now that Phaeton is gone and he is leader of the Neosapiens, a public execution illustrating the price of disloyalty should be useful. A door opens, to reveal a Phaeton heavily covered in robes. Draconis is in disbelief, as Phaeton walks toward them, shedding his cloak on the way.

Draconis is shocked, and shouts, "No, it's not possible! You were aboard the Olympus Mons II when it was destroyed!" "Is science not miraculous?" Phaeton asks. "I can duplicate any Neosapien, even myself." Draconis just stares at him, a dumbfounded look on his face. Phaeton takes the final steps so that they are standing toe-to-toe. "I even have a spare Draconis or two." Phaeton smiles, as a glint appears in his eye. Two Neosapiens step forward to grab Draconis. "Which is why I can so easily dispose of the original." Draconis is visibly afraid, shouting, "Uh... no! Phaeton!" as Phaeton motions and says, "Take him away."

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