Above the streets of Port Chaos Kaz Takagi and another pilot, who we come to know as Yuri Stavrogan, play a game of cat and mouse with Kaz in his exofighter pursuing Yuri in a rectangular blue e-frame. Since they are only a few feet above said street, pedestrians dodge to get out of their flight path. They proceed to fly through a tunnel, and enter a different section of Port Chaos where more residents are forced to avoid them. Yuri taunts, "You ain't got the skill to catch me, Takagi." Kaz chuckles, "Well you haven't got the speed to lose me, Stavrogan." "We'll see about that," comes the reply. They dodge a landing Pirate ship, and proceed out the closing airlocks. Yuri then tries to lose Kaz along the surface of the Resolute II, among the Pirate workers on its hull. Eventually the pair enter a hangar and land.

As they exit their frames Yuri says, "You never woulda caught me." Kaz laughs, "You gotta be joking. I had you three times but didn't want you to feel bad so I broke off." The two are then greeted by an annoyed J.T. Marsh. "Stavrogan... Takagi... you're late. Just got word a couple of e-frames were joyriding down in Port Chaos... know anything about it?" Yuri greets him with a smile and offered handshake, "Hey, how you been Marsh? Been a long time." Marsh refuses the handshake saying, "Not long enough, Stavrogan." Then getting in his face, "Listen Yuri, you're just here to fill-in for Torres while she's on Earth duty, I don't want you causing trouble for the squad." Yuri shrugs and says with a wink to Kaz, "My frame had some hydraulics problems, Takagi was helping me... check it out." Kaz says unconvincingly, "Yeah, that's right J.T." Marsh now looks to be past annoyed and into angry as he asks, "So, how are your hydraulics, Yuri?" "Fine, they check out fine." "Just don't have any more hydraulics problems while you're part of my squad, understand?" Marsh turns and begins to leave and Yuri says with a grin, "You know I remember a time when Ensign Marsh used to enjoy a little joyriding. Lost the fire in your gut, J.T.?" Marsh turns his head to give Yuri a dirty look, but says nothing.

The ExoFleet leaves its orbit of the planet Chaos, and Marsh remembers the mission briefing. Winfield is giving instructions for the invasion of Mercury, and says it is the first step toward reclaiming the Homeworlds since it will provide a base of operations from which to attack Venus. Winfield tells Captain Avery Butler that his jumptroops will lead the assault on the Neo base on Mercury, and he tells Marsh that his e-frames will need to protect the task force from Neo fighters while also providing air support to the jumptroops. Winfield goes on, "Up 'til now we've been hanging on by our fingernails, just trying not to lose this war. Taking Mercury means that now we're fighting to win."

In the mess hall Bronski and Takagi talk about how many Neos each plans on shooting down. Stavrogan then interrupts, "You guys think you're hot stuff, huh? Well there's a Neo e-frame pilot on Mercury, his name's Thrax, and he's a lot better than any of you." Marsh walks in and overhears as he approaches. Arriving at the table he says, "Huh, you were telling the same story about Carcas the Pirate ten years ago. Still trying to scare the rookies?" Yuri turns and says, "Just wait'll we get to Mercury. You'll know Thrax when you see him, he flies a blood red e-frame." Marsh dismisses it, "We're not here to chase legends, you've got a job to do. Systems check! In the hangar, now!" As the rest of the squad leaves the table Kaz asks Yuri, "Is that story really true, about Thrax?" Yuri replies, "Hey, I never lie about stuff like that. Now I think you and me ougha team up and take him out if we get the chance. What d'you say, kid?" Kaz says, "OK! We'll show him who's best."

Once the task force has reached Mercury they launch e-frames, and they quickly encounter some Neo y-wings. The y-wings open fire first, and two ExoFleet e-frames are shown being hit and destroyed. Marsh orders the e-frames to spread formation. Three ExoFleet frames destroy three y-wings. Maggie Weston manages to destroy two Neos, and Takagi uses his holographic projection to fool another and destroy it. Shortly we see a red e-frame, and he easily destroys two ExoFleet frames. Soon after he targets and destroys another three. He sets his sight on another, and the panicked pilot gets off a call for assistance before he is presumably destroyed. When the transmission ends, Bronski mutters, "A red e-frame, aw man it... it's that Thrax guy!" He leaves his formation with Nara and Marsala, and she tells Marsala that they should go and give him some backup. Wolf quickly discovers that Thrax is behind him, but by the time he turns to shoot Thrax is flying past. Bronski is shaken and says, "This guy's too good." Meanwhile Thrax has quickly swung around and managed to score a few hits, essentially disabling Bronski's e-frame and knocking him out of control. As Bronski calls for help Thrax zeroes in, saying, "The war is over for you, Terran." Just then Marsala and Nara arrive and drive Thrax off his firing line.

Thrax leaves the immediate vicinity and Marsala tells Takagi that Thrax is headed in his direction. Kaz can't find him, and Thrax scores a hit on his wing before he does. Thrax is in the process of locking on but Takagi manages to dodge his next shot. Kaz activates his holographic system to produce an apparent duplicate of his own exofighter, but Thrax just chuckles, "A nice trick, but I do not confuse that easily." Thrax then fires and scores a hit on Takagi's tail section, and he says as he closes in "All too easy." He is taken by surprise by Stavrogan, however, who begins to chase him and believes he's got Thrax where he wants him. Meanwhile Marsh calls for the e- frames to pull back and begin to cover the jumptroops that are on their way in.

Inside the Arnhem, Butler asks his standard question, "Any heroes on board?" with the collective response being, "No sir!" "Good, now let's jump." "AROOHA!" At that they enter their capsules and prepare for their jump. The capsules are dropped in the vicinity of the Neo base, but it seems relatively few are destroyed on their way down. Once they've hit the surface the jumptroops quickly exit their capsules and follow Butler toward the base, and they are met by enemy fire.

Most of Able Squad has reassembled, and Bronski's frame is apparently functional again. But neither Yuri or Kaz is there and Marsh asks about them. He is somewhat angry when Bronski tells him that he last saw them chasing the red e-frame. Marsh orders Stavrogan and Takagi to return to formation, but Yuri angered by his poor timing as he has no intention of letting Thrax go. Both he and Kaz are behind Thrax, and they have been able to keep him in front of them as the fire. Yuri tells Kaz to tell Marsh he's having trouble with his long-range communications system, but Kaz is hesitant to lie to J.T. So Yuri asks him, "You want to get Thrax or not?" So Kaz's response to J.T. is a request for him to repeat his last transmission, and when he does Kaz says he can't make out what he's trying to say. Marsh is nearly livid, and he orders Nara to take the squad back to the ship while he goes to retrieve Yuri and Kaz.

Meanwhile Thrax manages to turn quickly and split his two pursuers. Soon he is on Takagi's tail and Kaz can't shake him off. Thrax appears to have both Yuri and Kaz in front of him when Marsh arrives and drives him off. Stavrogan cheers that the Neos are fleeing and he wants to give chase. Marsh orders them back to the ExoCruiser citing the fact that they are low on ammunition and power. Yuri turns, gives a mock salute with his left e-frame arm and says smiling, "Hey, whatever you say J.T., you're the squad leader." J.T., however, is grinding his teeth.

Once they've entered the hangar, Marsh exits his e-frame and approaches Kaz while he banters with Yuri ("Aw kid, I thought you'd lose your lunch when Thrax came at you out there." "Me? You were the one he hooked like a fish."). Marsh demands, "I want to know why you disobeyed orders back there, Takagi. When I call for a pullback that is what I mean." Takagi squirms, not knowing what to say, only "Well ummm... I uhhh..." escape his lips. Yuri says in his typical jovial manner, "He took a hit and his comm link went out, J.T. I saw it." Marsh stops clenching his teeth long enough to ask, "Is Stavrogan doin' your talkin' for you as well as your thinkin', Takagi?" "No, Sir." comes the response. Marsh says, "See me in my quarters, Trooper." and once Kaz says, "Yes, Sir." he leaves. Takagi looks at Yuri, who gives him a thumbs up.

In his quarters Marsh lectures Kaz on the importance of the squad operating as a team. When Takagi says he knows its importance, Marsh asks if he truly does or if he's too busy trying to prove something to Stavrogan. Marsh tells him to remember what he's said or else he can't fly with them. Kaz solemnly says he understands, salutes (left-handed) and leaves. Marsh contacts Maggie Weston, who is working on Wolf's frame as he muses about his brush with death, and Marsh asks her to run a systems check on Takagi's communications to see if she can find anything.

Thrax and a pair of Neo e-frames enter a Neo base on Mercury. As he exits his frame he is greeted by a Neo with a grandfatherly voice, "So, you survive again, Thrax."

He replies, "So do you, Commander. It's good to see you Glycon. How soon will reinforcements arrive?"

Glycon states, "Phaeton can spare no reinforcements. We've been ordered to hold Mercury with the troops we have."

Thrax says sarcastically, "We succeed or fail, for the glory of Phaeton?"

The two look around to see their fellow Neos hastily attempting to make repairs to various e-frames.

Glycon just says, "Phaeton is our leader, unfortunately."

Thrax echoes, "Unfortunately."

Glycon soon gets back to business, however, with "But that's not our concern, we're soldiers. I've ordered a counterattack with all remaining forces to retake the main base. The attack will draw in the Terran e-frames, then you must lead an attack on the Exocruisers."

Without hesitation or a hint of doubt Thrax replies, "Yes, Sir."

Glycon goes on, "Thrax, we have one scout ship left. If the attack fails you must take as many of our people as you can and escape to Venus."

"What about you?" asks Thrax.

Glycon tells him, "I will lead the counterattack."

Thrax seems almost angry with him for doing it, "You are sacrificing yourself for nothing."

Glycon responds, "Has it not occurred to you that we are all sacrificing ourselves for nothing? It has become Phaeton's war, not ours."

As Glycon leaves another Neo approaches Thrax. "What are Glycon's orders?"

"Do you never grow tired of it, Sharos? The fighting?"

Sharos seems a bit surprised by the question and says, "It is what we were bred for."

Thrax then inquires, "And when the war is over? What will we do then?"

Sharos replies, "For us, the war will never be over."

Thrax ponders this for a moment, it seems he may agree, and he tells Sharos, "Prepare the remaining e-frames for launch." And soon a large number of hovertanks and e-frames exit the base.

Aboard the ExoCruiser, Maggie stands in the doorway to Kaz's quarters and tells him that he's got a problem, specifically that he lied to Marsh and she found out about it. Kaz asks her if she plans to turn him in and she says, "You don't get it, do you? J.T.'s just trying to keep you from turning out like that blowhard Stavrogan."

Maggie approaches him as Kaz yells back, "Yuri's a great pilot!"

"Huh. If he's so good how come he's bounced around the fleet as a replacement pilot instead of leading his own squad like J.T.?" When she see the question depresses Kaz she kneels down next to him and says, "Listen, Stavrogan is not somebody you need to impress."

Kaz stands as he says, "It's... it's not J.T. My father thought I wasn't good enough for the ExoFleet. He never respected anything I did. He was never satisfied."

"Well he probably just wanted his son to be the best."

Kaz turns, "Well I am! In an e-frame I'm the best there is. Stavrogan said so."

Maggie asks, "What does J.T. say?"

Kaz just says, "I used to think J.T. was the best pilot I'd ever seen. But now, maybe it's like Yuri said, J.T.'s gone soft."

As Maggie leaves the room she tells him, "You've got a lot to learn, Kaz. I guess I've gone soft too. I fused your communications circuits and made it look like blast damage. You and your friend Stavrogan are in the clear." As she says this there's a stunned look on Kaz's face.

On Mercury the Neos' counterattack has begun. Avery Butler calls for air support and shortly e- frames are preparing to provide it. As Kaz enters the cockpit of his exofighter J.T. tells him, "You're outta this one Takagi, your comm system's still nonfunctional." Kaz is stunned, "I can still fight, J.T." Marsh says, "Nah, I don't want anybody with me who won't obey orders... or tell me the truth." As Stavrogan walks past he says, "Tough luck Kaz. I'll bring you back a piece of that Neo's red e-frame as a souvenir." As the rest of Able Squad takes off a frustrated Kaz just watches.

The e-frames arrive on the scene and J.T. takes out a Neo hovertank. As Glycon directs the battle the hovertank he is riding on is destroyed and he is thrown off. He activates a communications switch and with his dying breaths struggles to say, "The Terran e-frames... are attacking... now, Thrax... counterattack." He then groans as he loses consciousness. Thrax and two Neo e-frames approach the ExoCruiser and once within range Thrax says, "For Glycon!" as they open fire. Inside Takagi realizes it's the Neos and he runs to his exofighter. The three Neos are scoring hits on the ExoCruiser, but its shots fail to hit them. Kaz launches and is soon behind one of the Neos and destroys it.

Back on Mercury the Neos are clearly losing. Marsh gives orders to the e-frames to help the jumptroops round up prisoners, but then he receives a distress call from the Wellington. Realizing what the Neos are attempting the e-frames begin to return to support the task force.

Kaz flies among various Neo y-wings and manages to destroy one. Sharos then declares that he will deal with him, and does not heed Thrax's, "Sharos! No, wait!" Sharos gets behind Kaz and fires a number of shots, but none hit. Finally Kaz is able to loop over the top of Sharos and destroy him from behind. Thrax sees and shouts, "Sharos! You'll pay, Terran." He then begins to pursue Takagi.

As Able Squad moves to assist the ExoFleet ships, Stavrogan sees Thrax chasing Kaz, and Yuri says as he turns to give chase, "It's Thrax, he's mine." He gets behind Thrax and fires, saying, "Who's better now Thrax?" but Thrax soon maneuvers behind him and as Yuri turns scores a hit as that causes him to lose control. Takagi mutters, "Got more than we counted on this time" and follows Thrax, firing. Thrax then goes down into a canyon, but Kaz stays with him. Thrax quickly climbs and Kaz follows suit, but he is unprepared for the blinding sun that is suddenly in front of him. Thrax turns to fire and scores a hit that sends Takagi crashing to the surface. After bouncing several times the exofighter finally slides to a stop. Shaking his head Kaz groans, "What a ride." Soon Thrax guides his y-wing to the spot and hovers above the downed exofighter. Kaz looks at him and says, "You beat me, Neo. You're the best. Now take your shot and get it over with." Thrax states, "No, this battle is over. There has been too much destruction already today." With that he flies off. Kaz watches him leave asking, "Why? Why didn't he fire?"

Back aboard the ExoCruiser, Kaz lies in bed with his head bandaged and right arm in a sling. He opens his eyes as Stavrogan walks up to him and laughs, "Huh ha, oh man, you got your tail whipped good, Kaz." Kaz replies, "You should've seen the other guy." Stavrogan smiles, "Yeah, I heard. Not a scratch on him. Now I just came to say goodbye, I got assigned to Captain O'Hare's e-frame repair unit." As they sort of shake hands Kaz says, "I, uh, I'll miss ya." As Yuri leaves he says, "Yeah, same here. But if I stuck around I'd... just make you guys look bad." and Kaz's expression changes to a smile. The door opens and Marsh walks in and as he passes by Yuri he acknowledges him and Stavrogan does in return.

Marsh asks Kaz how he's feeling, and he says he wants to get out of bed. Marsh is pleased, and tells him the squad needs him back. Kaz asks him why Thrax didn't fire and J.T. says, "Well, taking Mercury is the first step to ending this war. When it's over, the Neos and the Terrans are gonna have to learn to get along. Maybe Thrax knows that too and letting you live was his first step." J.T. pats his arm and starts to leave, but as he does turns to say with a chuckle, "Or, maybe he's just getting soft."

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