The episode begins by showing Neo sapien e-frame activity around Mars. Next Able Squad (minus Weston and Takagi) is shown fleeing Neo pursuers in the gorges on Mars. They fire at the rock face, causing some to fall on the closest Neo, and some of the others have problems getting by it. Marsh notes that they can't outrun the Neos, so they'll turn and fight. He takes to the air, while the rest prepare to make a stand.
When the first wave of Neos rounds a corner, they are met by a heavy barrage from Able Squad. All three are damaged or destroyed. There are only three Neo frames remaining, but then they notice more reinforcements leave the brood installation. DeLeon reports that the computer at fleet base Io simply states "No such mission in progress" when he tries to contact them for help. Marsh orders them all to fall back, and has Bronski leave a form of mine behind. When it detonates it collapses some rock on the three pursuing Neos. As they hide in a cave J.T. Marsh states his belief that they were set up by Captain Marcus.
At Io, Matthew Marcus is addressing the fleet. He says that he has taken command because extreme times demand extreme measures. He reveals his intention to liberate Earth first. He believes they must strike now, while the GRAF shield is inoperative. He tells the troops that with their help, they shall win the coming battle. The troops shown are cheering.
As the fleet gets underway, Maggie Weston and Kaz Takagi talk to Admiral Winfield in the brig. They believe that the key to quelling the mutiny is finding the rest of Able Squad. Although they have a plan for escape, Admiral Winfield does not seem optimistic. He tells them that the members of Able Squad are likely already dead, a statement that they seem surprised by.
At his Martian Palace, Phaeton receives word that the ExoFleet has left Jupiter and are headed for Earth. He expresses some surprise, and then reveals his disappointment in Admiral Winfield (the Neosapiens have no way to know about the mutiny). He says that the ExoFleet cannot withstand their combined forces, and that, unless it is a trick, they have won the war.
Typhonus enters to tell Phaeton that the exosquad that breached their security has been cornered. Phaeton tells him to call off his troops, and Typhonus protests. When Phaeton tells him of the ExoFleet's plan, Typhonus is shocked. Phaeton reveals his intention to intercept the fleet, and destroy them.
Alec and Marsala (who have been guarding the cave entrance) note the departure of the Neo E-frames. Marsh is busy getting reports on the damage to each e-frame. Torres notes that they could get the frames capable of flight again if Weston were there. At that moment DeLeon enters, telling J.T. that the Neos have left. Everyone is confused by this, and wonders why. Marsh says that they've got three choices: to fix their frames and then get shot down by a y-wing while escaping from Mars, to just hang around until they starve (an idea which scares Bronski) or get captured, or to try and slow Phaeton down. The squad seems to prefer the last option, and so Marsh reveals his plan. He says that their objective will be the brood center, Marsala reacts with shock, but the rest seem excited. He sends Marsala and DeLeon to locate it, while the rest try to fix the e-frames.
The ExoFleet is en route, and Matthew Marcus addresses the prisoners. He says he knows they disagree with his actions, but the fact is they are going to attack Earth, and he would like them to join the battle as they will need help. Takagi is angry, but Weston tries to calm him down and she tells Marcus she thinks she can get the rest to join him too. Marcus says that he wants a pledge of loyalty from her, and any who would fight for him.
There is a lot of talking going on as Marcus leaves, and Takagi is angry with Weston. She tells him that she's just doing what she can to help Earth. Winfield agrees with Weston, and tells her to tell everyone that he will not consider anyone who fights in the battle disloyal.
On the bridge Matthew Marcus awaits the coming battle. The Neo fleet from Earth is spotted, and battle stations is sounded. Takagi runs into Weston, and tells her that he has decided that if he's going to go down, he'll do it fighting. She is happy that he decided to fight, and gives him a kiss.
Shiva is busy giving orders to his fleet, and launches e-frames and Neofighter Space E-frames. Typhonus is busy enjoying the fact that Phaeton was right, and they have the ExoFleet right where they want them.
As the Mars Fleet arrives on their right flank, there is some shock that it is as large as the Earth Fleet. Captain Marcus is stunned, but says what could well be his personal credo, "No matter, we fight!" after Winfield, who has apparently been allowed on the bridge, tells Captain Marcus that they are being surrounded.
With both their fleets at readiness, Typhonus signals to begin the attack. Fierce volleys begin tearing into the ExoFleet. Since they are not part of a full squad, Takagi and Weston appear to be freelancing in the battle, and Weston does take out an isolated Neofighter Space E-frame. But the ExoFleet is being severely damaged, with some of the support ships already being destroyed. The battle is going so badly so early that Maggie Weston is already wondering why there hasn't been an order to retreat.
An explosion in the vicinity throws Weston and Takagi around, but both are alright. The same cannot be said for the Resolute, which is taking heavy damage. Marcus resolves that if they are going down, they'll take the Neo flagship with them. The large Neo fleet is simply holding their ground and firing at the Resolute, which is approaching at full speed. The Resolute's main thrusters are damaged, and the bridge is severely damaged. Captain Marcus seems to realize that the battle is lost, and he calls for the ship to be abandoned. As life pods are launched, Captain Marcus remains on the bridge, even though the Resolute continues to get hit hard.
The rest of the fleet is faring no better, with many ships being destroyed. Weston is nearly overcome by the massive loss of life, but is able to compose herself upon noticing a lifecraft. She tells Takagi she is going to try to retrieve it, but he wants to go instead, and does. He takes the towline one her frame and attaches its magnet to the lifecraft. A Neo frame makes the pod its target, but Maggie Weston destroys it.
Admiral Winfield orders Takagi to get Captain Marcus off of the Resolute. Takagi says they need to get as far away from the Resolute as possible, since it will explode soon. Winfield reiterates the fact that he is making it an order, and so Takagi obeys.
Marcus is still on the Resolute's bridge, maneuvering it and arming all its warheads. When Takagi arrives for him, Marcus pulls out a gun and points it at him. He tells Takagi to move away, and that the Resolute, still able to maneuver, can still fight. When Takagi continues to approach, Marcus fires a shot barely above Takagi's head. Marcus says, "Leave! Ow! This -- this is still my bridge, trooper. (grunts in pain) Go back and tell Winfield to watch. (Takagi leaves, and Marcus drops his gun) Tell him Matthew Marcus knew how to die."
Takagi reports to Winfield that Marcus would not leave. All they can do is watch as Marcus continues to take the Resolute into the heart of the Neo fleet. The Resolute continues to take heavy fire, but lasts long enough to create a gigantic explosion when it is destroyed that destroys many Neo capital ships.
Back at The Olympus Mons, DeLeon and Marsala and stealthily moving about. When they reach a locked door, Marsala knocks it down. Alec just says, "I was about to do the same thing myself." They walk through a test lab with many birthing tubes. They witness a failed experiment, and Marsala notes that they are trying to improve the species. They walk to a spot overlooking many brood vats. Marsala notes that there are enough to replace every Terran. As DeLeon leaves to get back to the squad, noting that they must destroy this place, Marsala punches him and sounds an alarm. Neo guards quickly arrive and he tells them: "I demand to see Phaeton. Now. Tell him it is Marsala. He will understand." Marsala then tells DeLeon that he is saving his people
Credit goes ot: Patrick Danner's ExoSquad page.