It is sunrise over Phaeton City (formerly Chicago). A wandering dog is startled by a landing e-frame, one that is a grayish purple version of the two-seater often used by Marsala and Nara. Upon landing, Rita Torres unstraps herself and exits. She carefully checks all directions, and points her forearm wherever she looks. She continues to do this as she traverse the short distance to a large hole in the wall of a nearby building. She enters, and upon hearing a voice she spins to her left to face the speaker. Standing in the shadows is Sean Napier, saying with a smile, "Right on time. I wish the entire ExoFleet was as punctual as you are." Torres is not happy, telling him, "Napier! You almost got yourself a face full of blaster. Don't ever do that again." Napier just laughs it off and asks, "Sure Torres. Now what's this mission Admiral Winfield has for the Resistance?" She tells him, "Top priority. Phaeton's created a new breed, the Neo megas. We have to find out if there are any on Earth. And if there are, we capture one and I take it back to the ExoFleet for study." Napier chuckles, "A new kind of Neo, and we're just supposed to grab one? Huh, Winfield doesn't ask for much, does he?" Torres tells him, "I don't criticize orders, I just follow 'em."

At General Shiva's headquarters, within the same city, Shiva stares out a window. An approaching Neo mega, Lucullus, says, "Surely you're not criticizing Phaeton's orders." Shiva responds, "Of course not, I accept your assignment to my staff, I just want to know what function you will fulfill." Lucullus tells him, "Purely advisory. To employ the Terran vernacular, I am to be the brains of this outfit." Shiva is barely able to contain his anger.

At Phaeton's headquarters, Shiva approaches Livia, saying, "I must speak to Phaeton." She responds, "Phaeton is busy, he can't see you now." Shiva angrily reiterates, shaking his fist, "He'll see me! I am Commanding General of Earth Forces!" Livia stares back at him. Just then a door between the two of them opens, and Praetorius enters. Livia says to him, "Ah, Praetorius. Phaeton will see... you." Shiva angrily pushes past a surprised Praetorius, and exits through the open door.

Praetorius is standing before Phaeton, in a large, elliptically shaped room with pillars in the walls and computers or other machinery at the sides. Phaeton sits on a raised section, while there is a spotlight focus on Praetorius who is perhaps fifteen feet away. Phaeton is wearing the strange mechanical suit which covers his head in a clear helmet, and he holds one of his hands near is head to conceal the lesions at the sides of his face. He tells Praetorius, "I have decided to set up a Neo mega birthing facility outside Phaeton City. I want my Neo megas near to me." Praetorius begins to raise an objection, "But I need more time to evaluate the Neo megas, the potential for creative thought brings great dangers." Phaeton tells him, "I fear no dangers, especially from my Neo megas." Praetorius responds, "Uhhh of course not, I, I was merely suggesting for scientific reasons..." Not caring to hear the excuse Praetorius was about to concoct Phaeton says, "You have perfected the Neo megas, it's time to move on. I have decided to set up a new lab for you, in Antarctica." Praetorius'eyes widen upon hearing this, quite surprised and perhaps somewhat dismayed that he is being sent to Antarctica. There is no pause as Phaeton says, "There you will create the ultimate weapon for me." Phaeton then uses a remote control that causes a small part of the floor in from of Praetorius to slide away, and raises a new section of floor standing on which is a Neo mega. Phaeton continues, "Your new assistant will explain. Sulla will tell you all you need to know." There is a somewhat ominous feeling surrounding the presentation of this Neo mega, and Praetorius takes a few steps to back away from him.

A short time later Praetorius is walking up the stairs towards the exit. Livia is standing there and he asks her, "How long has he been like this? Is it AutoMutation Syn..." Livia's expression quickly changes to one of intense anger as she tells him, "Even to suggest such a thing is treason!" Taken aback, Praetorius stammers, "You... you misunderstand, I, I didn't mean... there is nothing wrong with Phaeton!" He then leaves.

There is, however, something wrong with Phaeton. His breathing is labored, and his face looks like a combination of pain and anger as he braces himself against a wall to stand. Livia approaches him, saying, "You cannot trust Shiva or Praetorius, they think only of themselves." He steps forward, and as he speaks he puts his hand on her shoulder, "Only a dog is loyal... and you, of course. You are my right hand, Livia. Soon you will be the only one I have."

Outside of a dome there are Terrans under Neo sapien guard working to unload materials from transports. We see the sad face of a brown-haired woman, soon to be identified as Elly, who seems to be responsible for taking inventory of incoming shipments. A Terran in a medical outfit complete with surgical mask walks by carrying a canister. Observing everything from a window on one of the upper floors of the dome are Sulla and Praetorius. Sulla says, "These Terran workers are inefficient. They eat too much, and they need sleep. They should be replaced." Praetorius explains, "With so many Neo sapiens fighting the war we need the Terrans." Sulla responds, "Well, we won't need them much longer."

It is night in the city, and a more prominent view of all the bombed out buildings is seen. Two residents sit in the street be a fire, and they eat some canned food (from the picture on the label it may be dog food). The woman named Elly walks along, and upon reaching a trash receptacle pulls a balled up piece of paper out of her pocket and drops it in, which startles a nearby rat. Later on a man with the appearance of a beggar, the Resistance member Voodoo in disguise, goes rummaging through the trash can and takes the balled up paper.

At resistance headquarters, located in the sewers beneath the city, Voodoo helps train Gillespe by performing basic motions that the latter is supposed to mimic while inside his light recon e-frame. Napier, Torres, Eve Hanley, Peter Tanaka, and Jinx Madison are gathered around a map. Napier says, "Looks like your college buddy found us a Neo mega, Eve." Eve replies, "Hmm, I'm more interested in the movement of the supplies. The Neos are setting up a major new lab." Torres states, "The ExoFleet wants us to capture a Neo mega. That's our priority." Hanley retorts, "Well we're not the ExoFleet." Napier tells her, "You've got your orders Eve and I've got mine. I've got to meet with the other Resistance leaders so I'll be gone a few days. I wish I could be with you on this, but I can't." Hanley responds, "We won't let you down, Sean." Torres stands and playfully nudges Hanley, saying, "Don't sweat it Napier, I'll be here to back up your team." Just then Voodoo crouches down, sliding one leg forward. When Gillespe tries to copy the movement he loses his balance and falls off a ledge to the bottom of the sewer. Hanley, Torres, and Napier all have sad/discouraged looks on their faces as they look at him. The pilot inside the beat-up e-frame has the helmet lift off, perhaps to show he's ok.

Outside the previously seen dome, the Terran workers walk single file, their hands bound and those bindings chained together. All of them wear medical outfits with masks, except for Eve's friend. A large number of Neo guards can be seen.

Observing all this through a pair of binoculars is Eve Hanley. She tells Torres, "Here comes Elly. Place is crawling with guards, but they won't be expecting e-frames." As she looks at the guard towers with a number of manned gunnery emplacements she says, "Too bad Neos don't sleep or we could follow the Neo mega home and take him there." Torres says, "Yeah, and if Neos were the size of flies we could just swat 'em." Hanley pulls down the binoculars and turns to give Torres an angry look.

A loaded transport arrives at an entrance to the dome. The Terran driver, a disguised Jinx Madison, tells the Neo guard, "Uh, equipment delivery." The Neo takes the object that is his authorization/orders and walks over to a security console. As Jinx taps his finger on the steering wheel, the guard inserts the object into the console and the barricade is raised. The guard returns the authorization and the transport enters. While his fellow guard stands with weapon drawn, the other pulls out a sort of flashlight and signals to the guard tower. The gunners then reposition their weapons, keeping their sights set on the transport.

Jinx removes his hat, and looks back into the crate that holds his fellow resistance fighters, as well as Torres, in their e-frames.

Sulla is apparently on his way to meet the transport when a Neo commander tells him, "You are to remain here." Sulla explains, "I must check the incoming delivery." But the officer tells the displeased Neo mega, "That is not permitted. Special orders of General Shiva."

The officer then follows a number of well armed and armored Neo guards to a spot just behind a large door, where they take up position. A heavy e-frame soon joins them.

Jinx has backed the transport up to this door, and when the door opens he sees the waiting Neo guards through his rear view mirror. He shouts to his comrades, "Our cover's blown!" He quickly tries to drive the transport away, but at the Neo commander's order to "Fire!" they soon take multiple blasts and the transport does a quarter roll onto its side before crashing into a wall. The Neo commander then orders, "Move in! Finish them off!" At that the heavy e-frame and three orange command e-frames begin to approach the crashed vehicle. They surround it and the commander shouts, "Surrender, Terrans, or be destroyed!"

Jinx leaps out of the transport and runs forward, firing a blaster and saying, "At least we take some of you with us!" One of his blasts comes quite close to the officer, who then shouts, "Open fire!" But then the Resistance e-frames blast their way out of the transport, and most of the Neo e-frames that had surrounded them are quickly destroyed. Voodoo walks up to Jinx and says, "Come on man, this is no place to hang around." Jinx then grabs onto the leg of Voodoo's e-frame.

The Resistance fighters are taking fire from both sides, the Neo troops at the doorway, and a guard tower overhead. Torres says, "Cross-fire situation, Hanley." Eve orders everyone, "Keep it tight and fall back." A Neo soldier launches a missile that explodes upon hitting the leg of Tanaka's e-frame, causing him to fall to the ground and say, "Stabilizers shot. Can't walk or fly." Eve tells him, "Abandon your frame Peter, we've got to get out of here." She fires a number of shots at the Neos in the doorway, causing them to flinch. Torres walks up next to Tanaka and opens the cockpit of the two-seat e-frame she's using and says, "I've got him. Get in!" Peter exits his own e-frame and enters hers.

The other e-frames have taken off so Hanley says, "Let's go Gillespe, clear out." The two evade shots still coming from the guard tower and once we see all four still being fired at Jinx says, "Punch it Voodoo!" One of the shots from the guard tower strikes Gillespe's e-frame squarely in the back, causing that section to explode in flames and Gillespe to shout, "I'm hit!" As he streaks towards the ground Hanley shouts, "Gillespe!!!!!!!" When he crashes in an explosion she cringes and averts her eyes. When she pauses in mid-air Torres says, "You can't help him, Eve. Pull yourself together and let's get out of here." They then continue on.

At General Shiva's headquarters the Neo commander reports, "We defeated the Terran attack, uh, thanks to the additional guards you ordered." Shiva asks, "What are you talking about? I ordered no guards." Lucullus, standing nearby, states, "I ordered the additional guards... on your authority." Shiva slams his fist down and yells, "You had no right!" Lucullus explains, "Because of General Drusus' blunder on Ceres, the ExoFleet knows of the existence of Neo megas. It was only... logical that the Resistance would try to capture one for study. Just as it was only logical that the Resistance would infiltrate the Terran workers at an important Neo sapien factory." Shiva quickly stands and angrily orders, "Execute all the Terran workers! I'll teach them to provide information to the Resistance." But Lucullus tells him, "Eliminating the Terran workers would be... a mistake. We can use them to feed false information to the Resistance and keep the location of Praetorius' new lab a secret." Having regained his composure Shiva says, "An... excellent idea. But I'll do it." Smiling, Lucullus continues, "Then let me make another... suggestion. Allow Sulla to be captured and follow him to Resistance headquarters." Shiva quickly sees a flaw in the idea, "And how do we follow him? The first thing the Resistance will do is scan Sulla for hidden transmitters." Lucullus pauses, walks over to the window and as he looks out says, "We Neo megas can communicate through high-pitched sounds inaudible to Terrans or even... ordinary Neo sapiens. They can be heard for miles." Shiva says, "But Sulla works for Praetorius, I cannot order him to obey. Will he agree to put himself in danger?" Lucullus turns to look at him and replies, "Sulla serves Phaeton, as well all do. He has already agreed." This earns a curious look from Shiva, as though questioning such professed loyalty.

The next day Sulla is making an announcement to a group of Terran workers, and Elly is a part of the gathering. Sulla tells them, "You are being given a great opportunity to serve the Neo sapien order. You have been chosen to construct a new Neo sapien research facility. You will be working under my supervision. We will leave by special magnotrain tomorrow night."

Elly is shown shoving a piece of paper into a trash can that night, and a disguised Voodoo is shown retrieving it.

Back at Resistance headquarters Voodoo is removing his costume as Eve states with paper in hand, "Thanks to Elly we've got another chance to nab this Neo mega." Voodoo says, "I wanna know who decided that this half-pint Neo was worth it. Was it worth losin' Gillespe?" Torres tells him, "We've all lost friends kid. It's a chance we take every day." Then she looks at Hanley and says, "But I'm worried this might be another Neo trap." Sounding somewhat annoyed, Eve tells her, "I promised Napier we'd carry out this priority mission of yours and we will. Now you'll stay here until we get back with that Neo mega, Sergeant. This is a Resistance mission. All right, let's go, we've got a long night ahead of us."

In one section of the train Sulla sits alone, with only a Neo in what might be a magnotrain engineer's uniform standing watch over him. In another car a few armed Neo guards keep a close eye on the Terran workers being transported.

At a train station, Hanley and Tanaka burst into the control room and blast the two Neos there. J.J. Grimley enters and Eve tells him, "Get to work J.J. We'll pick you up on the roof once we've got the Neo mega." As she and Peter leave, J.J. moves to the control panel, saying, "Let's move that choo-choo." Once seated he alters the trains destination by changing the direction of some interchange rails.

The new path takes the train into an enclosed area, where the Resistance waits. The Neo engineer is forced to bring the train to a screeching halt, prompting the engineer with Sulla to wonder, "We weren't scheduled to stop here." Sulla is emotionless, however, knowing what is going on. Eve and Jinx then push their way through the roof of that car, prompting the Neo engineer to shout while wearing a look of fear, "The Terran resistance!" Eve orders, "Stun 'em Jinx!" and he fires a blast that engulfs the two in a yellow glow as they groan and fall unconscious. Eve then flies down, picks up the Neo mega and flies out.

The four Resistance e-frames then leave, with Voodoo picking up Grimley, who waits on the roof. They all fly a further distance, stopping in a ditch (perhaps near the entrance to the sewers). Eve drops the Neo mega and says, "Scan him for transmitters J.J." Grimley waves a rectangular device over the body of the Neo mega and then declares, "Nothin', he's clean." Eve then announces, "Let's get moving. I want to get him to headquarters before dawn." Once she has picked him up, the Neo mega regains consciousness and begins his high pitched humming. This startles a number of dogs in the area, who begin howling. Eve looks somewhat confused by this, but she and the Resistance move on.

Lucullus also hears the high pitched sum, and says, "Sulla is being moved... to... Resistance headquarters." Shiva contacts someone from his communications panel, ordering, "E-frames, stand ready."

Eve and the rest walk through a sewer tunnel and soon reach Resistance headquarters, where Torres is busy polishing one of the missiles on her e-frame. Hanley drops Sulla and exits her e- frame, saying, "Here's your Neo mega, Sergeant. The operation went off without a hitch." Torres removes a wire she was holding in her teeth and says, "Without a hitch? Maybe it was too easy, Hanley." As the various Resistance members exit their e-frames Hanley responds, "We scanned the Neo mega for homing devices, nothing. Can't you admit we brought him in without an ExoTrooper in command?" Torres leans back against her e-frame and tells her, "You're making this personal, Hanley. I'm just trying to watch our backs." Hanley yells, "Well get off mine!" Then, to Sulla, "Tell me where you were taking all that equipment." Sulla simply says, "No." Hanley says, "Well, with an attitude like that you'll never get on the Amanda Connors show." Sulla says somewhat mockingly, "That program is no longer on the air." Hanley responds with a bit of anger, "Yeah, we know."

Torres tells her, "You're wasting your breath, Hanley. I'll frame up and get him to the ExoFleet." Eve looks back and says, "Napier'll wanna question the Neo mega. We'll wait for him to get back." Torres points to the Neo mega and tells Eve, "My orders are to transport that Neo mega as soon as possible." Hanley replies, "I'm in charge and you'll take my orders, Sergeant." Meanwhile Sulla begins sending his high-pitched signal once again.

As Lucullus is concentrating to hear Sulla, Shiva asks, "Well, can you pinpoint his location?" Making a determination requires some effort for Lucullus, who tells him, "Down... underground... in the heart of Phaeton City... hahaha, almost directly beneath your own headquarters, General Shiva." While Lucullus finds this amusing, Shiva is nearly enraged. He looks at the ground and slams his foot down as he says, "Under my headquarters? I'll squash them like the insects they are. We attack immediately!" Lucullus holds his arm between Shiva and his communications panel, saying, "Don't be stupid. The leader of the Resistance will return soon. Wait, and we can capture him as well." Shiva shoves Lucullus out of the way telling him, then his troops, "I am still in command. All units, prepare to attack Resistance headquarters!"

A number of purple high speed e-frames walk down a sewer tunnel. While they proceed they disrupt an electric eye detection system, and an alarm is triggered at Resistance headquarters. Grimley announces, "Neos! In the tunnel!" Hanley tells him, "Take 'em out J.J." He proceeds to set off a trap that drops mechanical, spherical explosives that detonate on impact and destroy a number of e-frames. There are many still undamaged and they simply quicken their pace. J.J. notes, "It didn't even slow them down." Hanley announces, "Emergency evacuation, now!"

Torres says to Sulla, "I don't know how you did it, but you gave away our location." She shoots his and he loses consciousness. She continues, "A blaster on stun oughta keep you from knowin' where you are, and then you can't tell 'em where we are." She seems to have some difficulty lifting him so an e-frame helps her. Meanwhile Hanley is detonating much of their own equipment and computers.

Hanley then enters her e-frame and announces, "Follow me! We'll take the back way out." The e-frames all take off and head for a tunnel entrance. Hanley takes the lead as they start to head down the tunnel, but they are soon met by approaching e-frames. The Neos open fire first, but the Resistance soon stops and returns shots as Hanley shouts, "They're all around us!"

Aboveground, Napier is making his way back when he suddenly dodges a quickly moving flying object. He says to himself, "Never knew those surveillance cameras could move so fast." He removes the lid from a manhole cover and pulls it back over himself as he heads down. Once in the sewers he hears the battle and says, "Blasters! I've gotta get to headquarters!" He proceeds to run toward the battle.

The Resistance seems to be slowly pushing forward. Torres finally gets to an intersection with another tunnel and shouts, "Come on, this way!" They proceed down that tunnel, but soon there is an explosion from another intersecting tunnel, and multiple shots are being fired out of it. This prompts Torres to announce, "We're cut off!"

Napier has since reached the headquarters, and proceeds toward the battle taking place. He comes upon a group of Neos, including Shiva, that has followed the Resistance into that tunnel. Napier leaps onto the back of a high speed Neo frame, and as its pilot tries to force him off he manages to twist some sort of emergency release that opens the e-frame's cockpit. He then kicks the pilot out of the e-frame and climbs in himself.

Unaware of this, Shiva yells to his troops, "Exterminate them like the sewer rats they are!" Napier approaches Shiva's e-frame from behind and blasts its left leg a few times, causing it to tip. As Napier shouts, "You're mine, Shiva!" he uses his acquired e-frame to further push Shiva's frame onto its side and into a tunnel wall. A nearby Neo e-frame turns around only in time to see the shot Napier fires to destroy him.

Napier then steps forward to join his troops. Hanley announces, "It's Napier!" Torres says, "He's cleared a way out for us, come on!" They proceed down a tunnel, but some nearby explosions cause damage to Hanley's e-frame and it goes down with some debris landing on top of it. Torres shouts, "Hanley!" who reports as she exerts effort, "Hydraulics damaged. Don't have the strength to dig out." Torres tells her, "Hang on Hanley, I've got you covered." Torres'e-frame steps forward with a number of shots, but she stops firing at the Neos while she struggles to use her e-frame leg to pick up a large chunk of concrete off of Hanley. Hanley sees a Neo e-frame try to take advantage of this, so Eve fires a couple shots at him and the last one hits and destroys him.

Jinx steps in front of a tunnel entrance to fire some missiles into it and destroy the Neos there. Torres stands up Hanley, and as they try to head back to Napier, Torres is forced to turn around and walk backward to try to hold off more Neos. Napier yells, "Come on, let's get outta here!" The members of the Resistance head down the tunnel single file.

It is daybreak, and the members of the Resistance are safely outside of the city. Torres says, "So long Hanley. I've got a rendezvous to make with the Pirates." She responds, "Thanks for the help, Torres." Torres replies, "I was just doing my job, commander." She gives Hanley a little salute, which is returned, and then she takes off as Hanley, Napier, and Tanaka watch.

At Phaeton's headquarters, Shiva hangs his head as Phaeton rages, "Fool! If you had followed Lucullus' advice, you would have captured all the Resistance fighters, and their leader as well. I need a new commander, one who can follow orders. Livia, you are the new Commanding General of Earth Forces." Livia steps forward and says, "You are dismissed, Shiva." Shiva's eyes dilate, and before he rumbles off he says with an edge to his voice, "As you command." Lucullus motions to a Neo mega standing nearby, and as he steps forward Lucullus says with an ominous smile, "Governor General Livia, this is Gracchus. He and I will assist you in every way we can, just as I assisted Shiva." The two Neo megas then communicate in secret, using the high-pitched tones. Outside, some dogs howl.

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