The Pirate ships carrying J.T. Marsh and Alec DeLeon to their meeting with Jonas Simbacca are on their way to Tethys. In a replay of the previous episodes last few seconds, Phaeton instructs Barca to do whatever he must to prevent an ExoFleet - Pirate alliance. Barca is happy to do just that, and the transmission ends. Barca moves to put the transmitter back in its hiding place. As he does so there is a voice behind him asking what he is doing, and then a weapon is heard powering up. Hallas steps forward and states that the engineering room is a restricted access area, and Barca replies, "I know, I am the one who authorizes access." Hallas lowers his weapon and apologizes for not recognizing Barca, who passes off his presence there as an inspection of a part of the cloaking device. After Barca tells him that everything is working properly, Hallas apologizes again, "There is much for me to learn." Obviously running out of patience Barca tells him, "Then learn it... somewhere else."

The Pirate craft finally arrive at their base on Tethys. As Marsh and DeLeon disembark they notice a great many pirates shouting in anger outside the docking bay. Jubail tells them that exotroopers are not welcome among them, and that only Simbacca's promise prevents the pirates from tearing them apart.

Jubail, with weapon drawn, trails the exotroopers as they enter a corridor and proceed. They encounter a group of four pirates, who ask Jubail to leave the exotroopers to them. Jubail says, "Simbacca has made me responsible for getting these ExoFleet vermin to him in one piece." The lead pirate replies, "You are not responsible if they have a little accident, now are you?" Alec turns to Jubail and says, "Jubail, we are ambassadors, why are they threatening us?" Jubail smiles, "He is right, I cannot help it if you happen to have an accident."

Just then a pipe comes at J.T.'s head, but he is able to dodge it and then trip up the lead pirate who swung it, who lands hard. Alec just smiles as two Pirates come flying at him, and he quickly dispatches one with a kick and then spins to meet the other with a punch. The fourth pirate in the group has sent himself flying at Marsh, who catches his foot and throws him back. Jubail then motions with his blaster and tells them, "What are you waiting for, get going! Simbacca is not a patient man." Alec asks if there are going to be any more accidents, and Jubail walks up and puts his blaster in DeLeon's face as Marsh asks for calm.

Meanwhile Typhonus has set up a blockade of Io. He discusses with a holographic Phaeton head his plan to overwhelm the GRAF shield through sheer force of number, he figures that if they attack from all sides some ships are bound to survive and destroy the base. Phaeton asks in response, "Typhonus, are you really that much of a fool? Did you learn nothing from the destruction of Draconis' fleet on Venus? You cannot attack a GRAF shield." Typhonus asks what he can do but attack, and Phaeton tells him to wait as the ExoFleet has the option of starving or trying to run. Phaeton's only concern is the possible alliance between the ExoFleet and Pirate Clans. Typhonus seems doubtful, "But they are enemies of the ExoFleet." Phaeton responds, "We were once the allies of the ExoFleet. In war, loyalties change." Phaeton instructs Typhonus to leave half his fleet at Io and take the other half to Tethys to prevent such an alliance. Soon the Neo ships are underway.

On Io Admiral Winfield asks Algernon how long it will be until the GRAF shield is operational again. Algernon tells him that he doesn't know, for he hasn't even finished determining the extent of the damage. Just then one of the troopers at a sensor console reports the Neo fleet moving toward Saturn. Algernon sees this as a good sign, but Winfield knows that Marsh is now running out of time.

Nara Burns and Maggie Weston are returning from their mission to retrieve James Burns, the resistance leader on Venus. On approach to Io they encounter the Neo blockade and are attacked by Neo y-wings. Nara sends a mayday to Io as they come under fire. They try to dodge the shots, and manage to destroy a y-wing.

Winfield orders all e-frames to launch and assist the scout ship. The remaining pilots of Able Squad run to their e-frames, and Rita Torres reminds them all that Nara Burns is up there, while Kaz Takagi notes to himself that Maggie is too. Sean Napier climbs into the rear seat of Marsala's e-frame, much to the latter's surprise. Marsala asks him if he's flown an e-frame in outer space since he left the ExoFleet, and Napier just passes it off by saying that it's like a bicycle in that you never forget how. The four e-frames launch.

The scout ship is busy trying to dodge shots among the debris that forms the rings around Jupiter, but they finally take a few serious hits. Wolf Bronski makes his presence known by destroying a y-wing that had been closing on the Degamma, and Weston is relieved. The rest of Able Squad soon gets involved, with Kaz picking off a pair and Napier destroying another. Meanwhile Nara is having trouble with the craft, and reports that the controls are sluggish and the ship is generally unresponsive. Bronski fires his grappling hook that snaps the wing of the ship, and Marsala clamps onto the craft from behind.

A large number of Neo e-frames are waiting for them to emerge, and Torres notes they are trying to cut them off from the base. She and Kaz try to punch a hole through, and manage to destroy a number of e-frames. Bronski compliments Kaz, but then realizes that Neo e-frames are above him and have generally surrounded them. Torres uses her laser sword to knock one back, but she gets hit from behind by another.

Back on Io Winfield sees that the e-frames are cut off an unable to get back. He sends a transmission to the e-frames telling them to prepare for GRAF shield activation. A young trooper questions him since the GRAF shield is off-line, and Winfield tells him that the Neos monitor that frequency. Winfield then begins a countdown, and the Neo ships begin to withdraw. Bronski jokes, "Remind me never to play poker with the Admiral." Able Squad then makes its way back to Io.

Back at Tethys, Marsh and DeLeon have been brought to Simbacca, but in a large assembly hall where there are many loud and angry pirates watching. Simbacca calls for silence and says he will listen to them, then turns to the exotroopers and tells them to start since it was Winfield who called the meeting. Barca asks Jubail why Simbacca cares about the Terrans. Marsh says, "Once the Neo sapiens are finished with the ExoFleet they'll be coming for you. They'll let you live only as long as it suits their strategy." DeLeon adds, "Lieutenant Marsh is telling the truth, the Neos haven't attacked you because they want you around to keep us off balance." A number of angry cries come from the pirates in the seats. Marsh turns to them and says, "Don't you see, we are all humans. The Neos are as much your enemy as ours." Barca stands and shouts to them, "The Neo sapiens have no war with us. But the ExoFleet has destroyed many of our best fighters." Many of the other pirates shout random comments opposing the ExoFleet and state that the Neos have done nothing to them. Marsh yells to them, "Think! Don't let yourselves be Neo pawns. If we join forces we can defeat them." The pirates don't approve of being called pawns and more shout angrily. Marsh looks depressed, and Simbacca raises his hand for silence.

Simbacca turns to Marsh and asks why the Pirates should care, since no matter who wins the war the Pirates will be the losers. Marsh promises that if the Pirates help the ExoFleet win they will be free men and women and the two sides can rebuild the solar system together. Simbacca sneers and asks, "Marsh, do you know the truth? Do you know what happened to us? Many years ago our ancestors came to Tethys as convict labor. In exchange for their work they were promised freedom and help in building new lives. Many did not survive to see the end of their sentences. Then the Neo sapiens were created. The rich mines of Mars were opened. And the mines, and miners, of Tethys were abandoned. From the struggle to survive the Pirate Clans were formed. Metals were dug, ships were built. Whatever else the clans needed they took from the Homeworlders who had lied to them for decades. But a leader cannot make decisions based on the past. I will consider what you've said. You'll have my answer tomorrow." (As he makes this speech the animation shows convicts being unloaded on Tethys, working in the mines, some getting caught in cave-ins, scientists around a Neo in a birthing tube, Neos mining on Mars, a Terran ship taking off leaving behind the miners, parents with a baby, the building and launching of Pirate ships, and the boarding of a cruise ship with what is probably a young Simbacca in command).

Barca tells Jubail he thinks Simbacca actually believes them, and Jubail comes down from his seat to confront Simbacca. Jubail accuses Simbacca of betraying the clans, and though he at first hesitates when Simbacca asks him if he is daring to challenge him, Jubail says yes and tells Simbacca to name his champion. Simbacca selects Marsh. Marsh objects, saying that such a contest proves nothing. Simbacca replies by saying that if he refuses his answer to the ExoFleet will be no. Alec asks, "What're you going to do, J.T.?" and Marsh says, "I'm gonna hope I remember my taekwondo moves." Simbacca announces, "Whoever still breathes at the end of the combat will decide the future of the Pirate Clans."

Back at Io Winfield is discussing with the various resistance leaders the need to work together if victory is to be achieved. Nick Tyree says they know what they must do, and that it is to strike the Neos hard whenever they can. Winfield is disappointed by this stating that they have already wasted too much time in pointless, uncoordinated attacks. Tyree then objects to the fact that they are now trapped by a Neo fleet. Napier stands up to agree with Winfield, stating, "I lost a lot of good people before I realized I couldn't do it all by myself. We've been fighting this war for two years. Are any of you even one step closer to freeing your homes than you were in the beginning? To Phaeton we of the resistance are just insects, we sting 'em and they swat us down. We can't beat 'em alone. We've got to have ExoFleet help. I believe that if we don't work together the Neos are gonna win. When you're ready to face that, let me know." With that Napier walks out. During his speech the other resistance leaders seem to consider what he's saying.

Afterward Napier is sitting in a bar, drinking. Winfield walks in and Sean asks, "How'd you know where to find me?" and Winfield replies, "I read your old ExoFleet file." Napier then asks, "So what's the verdict, are we an army still fighting each other?" Winfield tells him that Tyree and a few others are holding out, but most have agreed to put themselves under ExoFleet command. He then tells Napier that they selected him to lead the combined Earth resistance. Napier is surprised, "Me? There's gotta be a better guy." Winfield says that he is the right man for the job, and Napier accepts.

Back at Tethys a rack of weapons is being brought onto the floor of the assembly. Jubail selects a quarterstaff. Marsh asks, "Can I choose my e-frame?" Simbacca is not amused, "I would have expected less levity from the one I chose as my champion. Not funny, Marsh." As an aside Marsh says to Alec, "Well, these guys can't take a joke," before selecting the mace. With that Simbacca signals the beginning of the fight, as DeLeon reminds Marsh that losing this battle means losing the war.

Jubail tells him he looks forward to seeing how well he can fight without an e-frame. Marsh doesn't completely dodge Jubail's first swing, and only barely misses the second. He parries a third and fourth, but Jubail has superior positioning and kicks Marsh down so that he is now overlooking a pit. Marsh rolls onto his back to block another swing saying, "Guess I'm not so bad on my own, eh?" and Jubail replies, "You're still alive, I'll grant you that." Marsh gets up and swings at Jubail's legs, but he jumps and prepares to strike a blow on his way down. Marsh ducks underneath and gets toward the inside of the ring. Jubail charges and knocks the mace out of Marsh's hand, and it rolls off down into the chasm. As Jubail thrusts again Marsh dodges and with a chop splits the quarterstaff in half. Marsh the easily avoids the staff when Jubail throws the half still in his hand at Marsh. Marsh then approaches Jubail, who kicks him in the stomach sending him to the ground in the vicinity of the pit. Jubail dives at Marsh, who gets his foot up to throw Jubail over him. Jubail slides to the edge of the ring and soon only has a handhold on the edge to keep himself from falling into the chasm.

Jubail is shocked that Marsh has won. Marsh and DeLeon pull Jubail up and out of danger as Simbacca demands that J.T. kill Jubail since it is their way. Marsh tells him, "But it doesn't prove anything. Winning doesn't make me right, you have to decide the future of the Pirate Clans." Simbacca tells him that the Pirates will not join them because the ExoFleet is too soft to win, and Marsh says that they'll just have to find a way to win without them. Just then the Neo sapien fleet arrives. Typhonus announces himself as a special emissary from Phaeton, and says he is there to discuss a treaty between the Pirate Clans and Neosapien government.

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