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A tattered Australian flag flies over a smoking Parliament House, and Neo sapien tanks, troops, artillery, and the new genetically engineered warriors can be seen in the vicinity. General Shiva surveys the situation from a hill overlooking Canberra. An assisstant reports that they are ready to attack, and Shiva tells him to interlock their fire, so that nothing can escape. The assisstant bows his head and leaves.

Within Parliament House we see a quick replay of events at the end of the previous episode. Napier, because of his importance as leader of Earth resistance, is being taken away from the battle by Marsala, whose e-frame can cloak. Napier promises to return, prompting J.T. to think of MacArthur. Tyree asks Marsh if he thinks they can make it out. Marsh replies that if they can't, there is not hope for any of them. Marsh closes the door that they exited through.

A Neo guard hears the whirring of machinery that characterizes an e-frame. He turns, demanding to know who is there, but the cloaked e-frame just moves past unseen. Some of the lizard warriors in the vicinity apparently do detect something. As Marsala and Napier move along a hill holding the Neos'artillery, the lizard warriors can be seen following. Marsala notices that they look ready to attack Parliament House.

They pass Shiva's hoverplane. Marsala notes that Tyree should be honored that Phaeton sent his best General to crush the resistance. Napier wants to take the opportunity to kill Shiva. Marsala points out that Phaeton can create new generals, but that the Earth resistance only has one leader, Napier himself. Marsala states that Napier's safety is his primary concern.

They stop, however, as a lizard warrior approaches. It gets a taste of the air and then walks toward the e-frame, and makes contact with the forward gun. It points out the general area to his compatriots, and then spits acid at the e-frame, though Marsala is able to dodge. Napier wonders why they can see them, Marsala supposes that they have heightened senses. Marsala steps the e-frame forward to knock the closest one over, then decloaks and shots the other three before running off.

Undaunted, the Neo lizards return to pursuing them. Shiva notices what is transpiring and orders them caught. Napier notes that they cannot outrun their pursuers, and Marsala agrees, but notes that they can outfly them. He sends the command to the e-frame and they take off. The lizard warriors do all they can, watch.

Shiva sees it as well. He notes that if they are attempting escape, the Terrans must know that they are doomed, and escape is something they cannot allow. He says that they cannot wait for all the weapons to get into position, that the attack must begin immediately. A holo-image of Phaeton interrupts him, saying that he will not attack. Phaeton tells Shiva that Marsh is in Parliament House, and that he wants Marsh taken alive. Shiva says he can destroy the building and everyone inside with heavy weapons, avoiding needless losses. Phaeton responds, "Do you think I care how many are lost? I will put an end to Marsh my way... slowly... until he begs for oblivion. Take him alive or that fate will be yours. I will be monitoring your progress, Shiva. Do not fail me."

The transmission is concluded, and Livia asks Phaeton why he hates Marsh so much. He asks her if she notices anything different about his appearance (in reference to the obvious signs of auto mutation syndrome), and she uncomfortably replies no. Phaeton tells her, "You lie badly, Livia. That is why I trust you." He removes the hood of the cloak covering him, and tells her to look at him. It is auto-mutation syndrome, which has no cure. She quickly turns, and hides her head in her hands. Phaeton physically forces her to look and says it was caused by the injures suffered when he fell from Mons Olympus, and he blames Marsh. Livia asks him to put her in charge of the operation in Australia, so that she may bring Marsh to him on his knees. "I have given you command of Earth, and made Shiva subordinate to you. I have given you great power, Livia. But even I cannot make you a good general." He replaces the hood and walks away, and she is stunned.

Neo soldiers and equipment still surround the Parliament House in Canberra. Marsh is trying to contact Marsala, but is unsuccessful because of the Neos jamming them. Just then Shiva transmits, telling them that his troops await his command to destroy Parliament House. Tyree asks what he is waiting for if this is the case. Shiva tells them that he has decided to be merciful. If they hand over J.T. Marsh, the rest of them may go free. He says that they have a minute to decide.

Tyree likes Shiva's bluntness. Marsh doesn't know why he was requested, but says he'll go to save lives. Tyree says that if they do hand him over, there's nothing to stop Shiva from killing the rest of them. George points out that that's what they'll do anyway, but they at least have a chance if they do hand Marsh over. Marsh agrees they can't trust Shiva, and says their only chance is for Marsala and Napier to bring back help. Tyree points out that that's if they were even able to get through.

Shiva interrupts them, telling them their time to decide has expired and that he demands an answer. Tyree identifies himself, as commander of Australian resistance, and tells Shiva ,"The answer is... nuts!" and turns off the communication screen. Shiva is shocked and outraged. Declaring that he will punish them for their defiance, he orders to proceed with the attack. His assisstant is stunned, asking about Phaeton's orders. Shiva says that they are illogical. "Really?" asks the assistant. Shiva relents somewhat, saying that all ExoFleet personnel should be taken alive. He also says to put "Phaeton's pets" at the front of the assault. The assisstant leaves to carry out the orders, while Shiva is still visibly angry.

Tha Neo artillery begins to fire, as the Neo warriors charge in. Fire is exchanged as Marsh and Torres run to their frames. He says to make every shot count. Everyone inside proceeds to to outer walls to try to fight off the attackers.

Marsala and Napier have gotten back to the Cossack, and proceed inside. Hallas asks them what is going on, as communications went blank. Napier quickly explains and says they need to help them. Nara says that the ExoFleet diverted the only nearby ship, a Pirate ship with a company of jumptroops, and that it is six hours away. Marsala says they can't hope to help with only a company of jumptroops, but Napier says he has a plan, if Marsh and the others can hold out that long.

Fire is being exchanged back and the Parliament House, and Bronski laments the fact that the Neo warriors are relentless. Through the floor comes a crawling Neo warrior, perhaps based on an ant, that has a pair of claws, a pair of Neo sapien arms, a pair of Neo sapien legs, and two pair of insect legs. It approaches Bronski, unnoticed until it grabs the feet to his e-frame. Bronski kicks it down the hole it crawled out of. Declaring his hate of bugs, Bronski fires three grenades down the hole after it, and the force of the explosions knocks himself back into the outer wall. A Neo lizard makes a grab for him, but Takagi turns and shoots it. They then both return their attention to the attack outside.

Tyree is exclaiming that there are too many of them, but Marsh says they must hold out as long as possible. Just then large dents begin occuring in a back wall. We see it is due to the charging of a rhino Neo warrior.

Meanwhile the Vorgon has arrived with Avery Butler's company of jumptroops aboard. They are prepping for launch, and Butler tells the inquiring Hallas that "Charlie Company is always ready."

Back in Australia, Alec, Maggie, and Denny are removing the wreckage from the destroyed building that is on top of Weston's e-frame. Eventually they get to it, and it is operational. At least enough to get them to Canberra. Denny tells them he's got a brother in the resistance, George, as asks them to say hello if they see him. They thank him for his help, and take off. Weston tries, but is unable to contact Marsh.

Back in Canberra, one of the bat Neo warriors flies up to the flagpole and tears down the tattered remnants of the Australian flag, just before the flagpole itself gets shot. Inside preparations have been made to fight off those breaching a back wall. In burst the rhino that did it, with crab Neos and scorpion Neos right behind him. They quickly get to those trying to fight them off. A scorpion lands on Marsh's frame and knocks George into a wall before Tyree shoots it off. But George gets grabbed by a crab Neo and carried away. Tyree wants to go after him, but Marsh tells him there's no chance, and tells him to pull the rest of his people back to save them. Meanwhile Marsh orders the e-frames to provide them with cover, which they do as they slowly pull back themselves.

On the Vorgon, Butler is calling for a final equipment check. Captain Butler runs his typical check for heros and, finding none, they launch. Accompanying them from the Cossack are Nara Burns and Marsala in the rapid assault e-frame.

The Neo soldiers still attack from outside, as well as press inside. The e-frames and rebels continue to fall back. Marsh wants to make a stand in the main chamber, but as they pull back they apparently get cut off, since the Neo warriors are coming at them from all sides. Marsh puts a hole in the wall and everyone proceeds through.

Outside an ocean of orange helmets can be seen. Shiva is still complaining about sacrificing Neo sapien lives to capture a Terran. Just then the jumptroops begin to land and attack. Shiva orders their fields of fire rotated and a counterattack begun. They comply and begin to hit some of the jumppods before they even hit the ground. Butler has Longfeather lay down a barrage and Pelligrino with some others provide some air cover. Marsala and Nara decloak and fire from behind, eliminating a few Neo tanks. Weston and DeLeon arrive, and Alec jumps off, pulling out two blasters from their holsters and opening fire. Weston goes to attack some Neo e-frames, and destroys two.

Shiva and his assisstant run to their e-frames to get involved, neither can get his e-frame to power up. Colleen O'Reilly has shorted out their e-frame controls, and she orders them to exit their frames. The Neo assisstant tells her to surrender, since the Terrans cannot win. Then a pistol pops out of a hidden compartment and he shoots. She ducks the shot, but some equipment behind her explodes, sending her flying. He is about to finish her, saying, "Terran fool. You will always be losers." But he gets shot by Napier who tells him, "Correction. You have lost." Napier tells Shiva that if he calls off the attack on Parliament House, they'll let him go. Shiva's response is simple: "Nuts." But Napier suggests he reconsider as he cocks his weapon and points it in his face.

Inside the Neo warriors and some soldiers burst into the main chamber and attack the few remaining holdouts, who are about to succumb. Bronski is out of ammunition, and J.T. doesn't have enough power for a solar pulse. Suddenly an alarm blares, and the onrushing Neos all stop, and turn to leave. Those remaining inside are shocked, and wonder why. Bronski just tells Kaz, "Hey, you don't see me complaining."

The Neos walk away from Parliament House as a Neo shuttle is about to land. It is Napier, with Shiva, O'Reilly, and Marsala. Napier contacts Marsh, and said he promised to return. Marsh replies he didn't say when. Napier offers a ride and Marsh says, "Sure, if you're going our way." O'Reilly warns Shiva, "If there's any firing from your units, you'll be the first casualty." But Shiva is certain they will obey his orders.

What remains of the Australian resistance boards the shuttle. On his way out Tyree picks up the fallen flag and promises that it will fly again soon. The shuttle takes off and leaves, accompanied by the e-frames. They land at a camp, and later on everyone is fairly relaxed. O'Reilly approaches J.T. and jokingly asks if he arranged it all just to see her again. He responds, "Sure. I wanted our second date to be one you wouldn't forget." She says, "I bet you say that to everybody who saves your life." She turns and walks away, and Marsh smiles.

Marsala approaches Butler, Napier, and Tyree to tell Butler that a Pirate shuttle will arrive in 10 minutes. Butler says they'll be ready and leaves, probably to make preparations. Napier tells Tyree that the shuttle has room for his people, but he says that they will all stay, because it is where thay belong.

Napier walks over to Shiva, who is surrounded by three guards, and tells him that he is also keeping his part of the bargain, and that Shiva is now free. Shiva retorts, "Free to return to Phaeton? I wonder what will happen to me then." As he begins to walk away, Napier tells him that they can protect him if he remains a prisoner, and that things will be easier on him after the war if he helps them defeat Phaeton. Shiva does not turn, does not slow down as he says, "I am a soldier. Right or wrong, Phaeton is my commander."

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