On the planet Mars, kneeling in a cave among the rivers and pools of magma where Olympus Mons had stood, Commander J.T. Marsh transmits a message to the ExoFleet: "Marsh to ExoFleet control, we failed to reach primary recon objective. The rendezvous with our agent was a trap. We were attacked by overwhelming numbers of Neo e-frames. We took heavy casualties: Davis, Grogan, Blake, and Mendel from Baker Squad. Able Squad lost one trooper -- Sergeant Rita Torres." He fidgets with a few of the controls on the transmitter box, then slowly pushes its antenna down with his hand. With a sad look on his face he pulls the cover over the transmitter, and picks it up in his right hand by the handles.

He stands and begins to walk back to the makeshift camp, still looking forlorn. He stops and shuts his eyes. He thinks back when Admiral Winfield first introduced Sergeant Torres to him, and he recalls what may be his subsequent first meeting with Able Squad and a friendly handshake with Torres at the event. He opens his eyes and starts walking again. He soon reaches the camp, where Kaz Takagi playfully juggles some cans, Wolf Bronski sleeps next to a few empty cans, Alec DeLeon practices drawing his blaster with his left hand, and Marsala does some mechanical work on his e-frame while Nara Burns watches intently. The view turns back to Marsh, who has a pained expression and then a sad one, for the burden he carries is too heavy. Still holding onto the handles, he allows the transmitter to rest on the ground while his left arm lets the cave wall help support him.

At the Falls of Eris, at the entrance to a cave, the ExoScout with glasses bandages Rita Torres' ankle. At one point she winces in pain before asking, "Which one are you?" The reply is, "I'm Doc. And you're gonna be OK, I got a merit badge in first aid." Torres says, "Oh great, a merit badge." As he helps her stand Doc explains, "You know, the ExoScouts. We were on a camping trip when the Neos took over. Our Scout Master went to find out what was going on, but h.. he never came back." Torres asks in disbelief, "You've been out here alone for more than two years?" Doc responds simply, "Yeah." Just then voices are heard coming from deeper in the cave, "No, she's gotta go!" and then, "I say she stays!" Doc tells Torres, "That's Pirate and Red, they're always fighting about who's in charge."

The view then changes to focus on the two ExoScouts who are arguing. Pirate says, "We don't need her!" and Red replies, "Maybe we don't need you either!" to which Pirate says, "Oh yeah? Well I dare ya to do something about it!" Each of them climbs into his own little e-frame. Two of the ExoScouts seem happy to see a fight, while the one called Rabbit looks worried. The two combatants circle each other, and then decide on weapons. The end of the arm of Pirate's e-frame has a drill bit emerge, and it begins spinning. A leg compartment opens on Red's e-frame, and from it he pulls out a battle axe.

As they each move in to begin the fight Torres intervenes, saying, "Stop it, now! Even a kid has to see that fighting among ourselves is just, well, childish." Pirate and Red each put away their weapons and Torres continues, "Look, I can take all of you to my squad, they'll get you to safety but you've got to do exactly what I tell you to do." Rabbit steps forward and says in a nasty tone, "Who do you think you are, our mother?" Torres shoots back, "That's Sergeant Mother to you kid!" causing Rabbit to flinch and quickly back down."

Torres then turns to Doc and asks, "Now, what kind of communications do your scout frames have? Maybe I can contact the squad from here." Doc shakes his head, "Just short range stuff." Torres says, "Hmm, then we just have to surprise them." She then says, "If I'm going to take you to my squad, I'll need an e-frame." Cruiser points out, "We've got an extra one, but the arms don't work." Torres thinks for a moment before saying, "I should be able to fit into yours." The ExoScout who wears a hat pokes Cruiser's pudgy belly and remarks, "Yeah, with room to spare." Torres quickly shouts at him, "Knock it off!" and he gives her an angry look.

Then Pirate speaks, "You talk tough, but you're not the boss here. You've got to fight for that, Sergeant Mother." He then draws the foot of his e-frame along the ground to create a line in the dirt. Torres looks at the line and tells him, "I don't have time for your little games. Grow up kid." Cruiser and the ExoScout with a hat walk to Pirate's side of the line, and the latter says, "I'm not going to follow somebody who's too chicken to fight." Cruiser chimes in, "Yeah." Smiling, Torres says, "All right, we'll see what your toy e-frames can do." Doc says to her, "Well... you're hurt. You can't fight." She tells him, "An e-frame pilot fights with her brains Doc, don't worry."

She then climbs into Cruiser's e-frame, and after it closes she says, "Just gimme a second to get the feel of this thing." Pirate shouts, "Time's up!" and attacks. He hits her with a right cross, and then a second which sends her flying backward. Pirate makes a thruster assisted jump to where she landed. She gets up and his e-frame produces the spinning drill bit. Torres says, "You don't fight fair kid!" He responds, "This is no game lady, and there ain't any rules." He stabs at her with the drill multiple times, and while she dodges each one she is soon backed into the cave wall. Pirate does some damage (though whether more is done to the e-frame Torres uses or the rock behind is unclear).

Torres then makes a thruster jump to get away from the wall, which results in calls of "Chicken!" and "bawk-bawk-bawk" noises. Torres says to herself, "These kids are serious. If I could just figure out how to work this thing. Woah!" Her experimentation with the operation of the unfamiliar e-frame results in it flailing its arms, firing a coil, and firing its thrusters. Pirate moves in for the kill, then laughs, "Ha ha, this is too easy." He raises his axe high into the air, preparing for the finishing blow. Torres quickly spins and uses a small claw to pull out the fusion pack from Pirate's frame. Pirate's frame is then motionless, and he yells, "Hey, no fair! How do you expect me to fight if I can't move?" Torres smiles, then picks up his e-frame, saying, "No rules, you said so yourself." Pirate concedes, "All right, you win." Torres remarks as she puts him down, "Glad you noticed."

Later, she tells the ExoScouts, "We can rendezvous with my squad at Olympus Mons, it's not that far away." Red says, "We'll have to watch out for Neos. They're always sendin' out patrols lookin' for us." Torres says, "We'll set out right after sunset."

At Maginus City, Typhonus and his Neo mega assistant, Exial, await an approaching shuttle. Exial says, "Phaeton's force of special Neo sapien warriors arrives." Typhonus replies, "I've heard of this new breed but I have never seen one. What are they like?" Exial thinks as he responds, "They are... mmm... different." The shuttle lands and opens, while Typhonus and Exial approach. One of the raptor types is first seen, but soon many of the various sorts walk out. Typhonus says, "Disgusting."

Later, the Neo warriors have been gathered into groups. Typhonus announces, "Welcome to Mars." The crab types, scorpion types, and raptor types are each shown in succession, and they growl, screech, and hiss. One of the dark blue raptor hybrids steps forward and says to Typhonus, "Serve you and Phaeton." Tyhponus observes, "It talks." The raptor tells him, "I am second brood, more smart." Typhonus replies arrogantly, "Good for you. Now take your... things to their quarters." The raptor turns and hisses at the other Neo warriors, and they file out, still making beastial noises.

As he watches them leave, Typhonus says, "Neo sapien warriors... dreadful beasts! They are an affront the genetic superiority of the Neo sapien race." Exial states, "Nevertheless, Phaeton wants them used." Typhonus tells him, "Let them prove themselves by capturing the half-formed Terrans that infest the Falls of Eris." Exial begins to walk away, perhaps to relay these orders. Typhonus catches up and walks with him, saying, "The warriors must take them alive. Perhaps they can tell us the location of the exosquad operating on Mars."

Torres, already in Cruiser's e-frame, orders, "Frame up boys! It'll be dark soon." The ExoScouts climb into their frames. Meanwhile Cruiser pushes Rabbit toward the partially function e-frame, saying, "You take the spare, Rabbit." Rabbit objects, "But that's mine, Cruiser." As Cruiser is about to enter Rabbit's e-frame Torres walks up and says, "You take the spare, Cruiser. No bullies in my squad." He unhappily complies, remarking as he climbs into the spare, "No bullies but her." Rabbit, in his e-frame, walks up to Cruiser and chides, "Hey Cruise, wanna arm wrestle?" Torres yells, "Can the chatter, let's move out!" As they line up single file behind Torres, Pirate says under his breath to Cruiser, both of whom are at the end of the line, "Don't worry, she's gonna get hers."

A Neo sapien shuttle then lands in the vicinity of the falls, and two columns of raptor warriors emerge. They search the immediate area and find Torres'abandoned e-frame (which is surprisingly intact compared to the last episode). They get her scent, and track it to a crack in the ground. The second brood raptor hisses, "This way." He jumps down into it and the others follow, and they move single file through a cave.

At the base of the falls, Tyhponus lands his e-frame near a group of armed Neos and Exial tells him, "The raptor warriors have discovered a cave that may have been used by the Terrans." Typhonus says, with contempt, "Bloodhounds." The wind in the area picks up, and they all look up as dust begins to blow about. Typhonus observes, "The dust storm is approaching."

Meanwhile Torres and the ExoScouts wait at the mouth of the cave. She tells them, "We've got about an hour until sunset, then we head north." The wind then picks up in their area as well, also blowing around dust particles. Torres states, "Ah, looks like we got ourselves a break. This storm will give us better cover than darkness." She opens a compartment of the e-frame's belt that releases a thin rope, and hands it to Red, saying, "Fasten your e-frames to this guide rope so nobody gets lost." After Doc loops the rope around himself, he hands it to Rabbit, who does likewise and asks, "What if we all get lost?" Rabbit passes the rope to the ExoScout who wears a hat, who loops it around himself and passes it to Cruiser. Cruiser takes it, turns to look at Pirate and they smile. Torres says, "Just stick together, and you'll be alright."

At the camp set up by the two exosquads, Marsh announces, "We're getting a break with this storm. The Neo sensors won't pick out anything in the middle of all that dust. Now's a perfect time to make a recon pass over that suspected underground Neo complex. Frame up." As the pilots do so, Takagi approaches Bronski and says, "Storm's gonna make flyin' out there kinda interesting, huh Bronski? How'd you like to make a little wager on who breaks formation first?" Bronski replies with a smile, "I wouldn't think of takin' your money, kid, but if the Sarge'd consider..." He stops himself, and then says sadly, "Sarge." Kaz says, "Sorry Bronski." Wolf adds, "Yeah, me too." Marsh announces, "I'll take the point. Lock onto me electronically so we can stay in formation." Most of Able Squad exits the cave first, followed by the remnants of Baker Squad.

Torres and the ExoScouts make their way through the storm over some rocky terrain. Red tugs on the rope and Torres stops and turns to face him. He tells her, "There's a Neo surveillance monitor just ahead, we can go around it." She says to him, "Good call, Red."

The raptor Neo warriors are then shown having reached the mouth of the cave from which Torres and the ExoScouts began their journey. With some more hissing, they follow the path taken.

As Torres leads the ExoScouts along a ledge, she hears the sound of thrusters and motions to a nearby cave, saying, "Sounds like a Neo patrol, we'll hide there. Move it!" They run into the cave, and Torres shuts off her searchlight. In fact it isn't a Neo patrol, but rather the two exosquads that they are trying to meet. Torres and the rest are too busy hiding to notice, however, and so once the exosquads pass Torres and the ExoScouts soon come out of hiding and move on.

At that point the two at the rear put their plan into action. Cruiser whispers, "You know what to do." Pirate responds, "She won't know what hit her." Pirate then stays behind while the rest of the group moves on. Soon Cruiser shouts with worry in his voice, "Sergeant Torres! It's Pirate, he's lost." Shaking her head Torres says, "Aw, kids." She undoes the guideline on her belt and fastens it to a grappling hook that she sticks into the cavern wall. She tells them, "Stay here, I'm going back for Pirate. You're in charge Red. It's gonna be ok, Cruiser, I'll be right back with Pirate." She begins to retrace their path in search of Pirate, and when she passes Cruiser he says with a malicious grin, "So long, Sarge."

She continues down the path they came, but she approaches a widening in the path where Pirate, concealed by the canyon wall, waits for her. When she reaches it he rushes forward with a yell, colliding with her. She screams as she is sent flying into the canyon. Pirate watches her fall, saying, "Now I'm in charge." He then goes to rejoin the rest of the ExoScouts. Torres manages to fire a rope that imbeds itself in the canyon wall, which stops her fall. She dangles in the dust storm's wind.

As Pirate reaches the other ExoScouts, Cruiser tells him, "You shouldn't 've done that to Torres. Besides, she was wearing my e-frame." He responds, "Don't be a baby, Cruiser." Another asks, "Where's Sergeant Torres?" Pirate replies, "She slipped and fell over the edge, clumsy grownup." Red says, "We've gotta go back and look for her." Pirate tells them, "We'll never find her in this dust storm. There's a cave up ahead, we can wait out the storm there." Red says, "She could be hurt." Somewhat sadly Cruiser says, "We can't do anything for Torres now." Red and Doc look at each other. Pirate rips the grappling hook with the attached guideline out of the canyon wall, and leads the ExoScouts to the cave. Meanwhile, Torres begins climbing the rope upward.

In the cave, Red is winding up the guideline to which they had each been fastened. When he reaches the end and sees a clean cut he says, "Hey, this has been cut." He walks over to confront Pirate, "Sergeant Torres didn't slip, you were waitin' for her and you pushed her!" Pirate responds sarcastically, "Oh, she must've forgot our e-frames can't fly." Doc says, "The ExoTroopers are at Olympus Mons." Pirate announces, "We're not lookin' for any ExoTroopers. The Neos probably got 'em already anyhow. Besides, the grown-ups lost the war with the Neos, and we've outsmarted 'em for two whole years. We're better off on our own."

The raptor Neo warriors have reached the spot in the path were Pirate ambushed Torres. The second brood raptor in the lead points ahead and says, "Terrans." At that they all begin running. Below them, Torres continues climbing up the rope she fired into the canyon wall.

Back in the cave, Pirate orders, "Red, give Cruiser your e-frame." Red says in disbelief, "What?!" Pirate responds, "You heard me. He'd still have his own if you'd listened to me about Torres." Red tells him, "You're gonna have to come and get it." Pirate does just that, as he and the unnamed ExoScout charge Red and pin his e-frame to the ground. Red struggles, and shouts, "Stop! Rabbit help!" But Rabbit and Doc are too busy watching in shock. Soon Red's e-frame is forcibly opened, and he is removed. Cruiser walks up, exits the spare e-frame he'd been using, and climbs into Red's. He gets up and says, "Yeah, this is better."

Red announces, "Pirate's crazy. All he wants to do is to stay in charge. He doesn't care about getting home again... about seein' his mom and dad." Pirate shoots back, "If they were still around, do you think they'd just leave us out here?" Suddenly Rabbit screams, to which Pirate says, "Shut up, Rabbit." Rabbit soon screams again, and Pirate reiterates, "I said shut up!" But then they see the reason for the screams. Looking down into the cave is the group of raptor Neo warriors, growling, eager to begin the final phase of their hunt.

The group of Neo warriors approaches the ExoScouts, who are backing away and shouting as they do so. Red, still not in an e-frame, backs away from one who gets close, saying, "Stay back! Leave me alone!" Pirate comes over and knocks the Neo away, then tells Red, "Come on! We can take these dudes!" He faces the Neos, but the dark blue raptor spits acids that damages the right arm of his e-frame, and Pirate wonders, "What are these things?" Red jumps into the vacated spare e-frame, but is quickly picked up and lifted over the shoulder of a light blue raptor who pulls out the fusion pack while Red shouts, "Let me go!"

The other ExoScouts face similar predicaments, being roughly handled by the raptors. The one dealing with Doc begins to open up his e-frame to get at the screaming ExoScout, but gets knocked down by the second brood raptor who reminds him, "Alive." The first brood raptor grudgingly complies, approaching Doc, who is crawling backward on the ground and saying, "Get away!" But soon the Neo reaches him, lifts him over its shoulder, and removes the fusion pack to the e-frame. All the other ExoScouts have since been subdued, and their leader tells them, "We go."

The Neo warriors carry the ExoScouts back the way they came. Torres has finally climbed out of the canyon, reaching the ledge. But upon hearing Pirate shout, "Let us go you overgrown lizards!" she goes back down to hang under the ledge, staying out of view. The Neo warriors pass, and she climbs back out, observing, "Those Neo things." She sneaks up from behind and launches a coil around the neck of the rearmost Neo, who drops Red to try and free himself. But Torres manages to pull it into the cave, from which only she emerges. She approaches Red, who says, "We thought you were..." She returns his fusion pack and says, "Come on kid."

She approaches the next Neo and wraps an arm around its neck and knocks it down. It had been carrying Doc, who says, "Thanks Sergeant Torres." As she returns his fusion pack she tells him, "Just keep quiet, kid, and follow me." She then uses a rope to pull the unnamed ExoScout off the next raptor's shoulder. When it turns a punch sends it falling into the canyon. The next raptor in line apparently hears her coming, as it turns before she gets there, drops Rabbit, and runs forward to the other raptors. Soon the other four that remain are all running as well.

Torres goes back to the ExoScouts, saying, "Four down, two to go. You guys wait here." Rabbit says, "You promised you'd take us someplace safe. To Olympus Mons." She tells them, "I will, after I get Pirate and Cruiser back." Red says, "After what they tried to do to you? Let's just leave 'em with those monsters." Torres explains, "They're just kids, scared kids like you. When you're a kid you make mistakes sometimes. I know I did. Red, if I don't come back I want you to get everybody to Olympus Mons." Rabbit says, "Don't go." Torres tells them, "I can't just abandon Pirate and Cruiser, that's what it means to be grown up."

Once she has left, Doc says, "We oughta go with her." Red agrees, saying, "What are we waitin' for? Let's go." She turns to see them coming and says, "I told you to wait." Red explains, "If those Neo things tracked us, they'll probably go back the same way they came. We can take a shortcut and get ahead of 'em." Torres thinks for a moment and then says, "Ok. We'll do it your way." And the plan succeeds, as she and the ExoScouts arrive at a particular cave moments before the Neo warriors do.

Inside the cave, the two ExoScouts are placed on the ground, perhaps because the Neo warriors smell that something is amiss. The dark blue raptor and a light blue one move ahead, apparently to scout the area. Lying on a ledge above wait Torres and Doc, and with a signal from the former the latter snaps off a small stalactite that causes the cave ceiling to collapse on the two Neos.

Elsewhere Rabbit grabs the attention of two other raptors by shouting, "Hey, over here!" They chase him and spit some acid, but he leads them to a crevice in the cave floor that he is able to make a thruster assisted jump across, while they fail to traverse the entire distance and fall. One raptor was left to guard Pirate and Cruiser, and it is snagged by ropes from above and pulled upward. Doc looks up at the struggling Neo and tells it, "I got a merit badge in knot-tying too."

As Torres and Red help them up, Pirate asks, "Why'd you come back for me and Cruiser?" She explains, "I figured every kid deserves a second chance." Then in a harder tone, "But you don't get a third one, so watch your step, Pirate." Pirate tells her, "My name's Tommy." She smiles and says, "Ok, Tommy." Then she announces, "We're movin' out for Olympus Mons, and this time you're gonna follow orders." The ExoScouts all snap to attention and shout, "Yes Sir!" Torres shouts back, "Sir? You clowns got dust in your eyes? I'm not an officer, I work for a living." Then with a smile she says, "Call me Sarge." The ExoScouts yell, "Yes Sir, Sarge!" and follow her out.

The exosquads have since reached the site of the believed Neo complex, but though they scour the area none have found anything. Marsh asks, "Any sign of an entrance to a Neo base?" DeLeon replies, "Nothing on my sensors." Wolf grumbles to himself, "Well there's nothing here. Just a big sandbox." He then trips, and with a shout goes tumbling down a hill, crashing into a wall.

Rising out of the red dirt is a hill of light purple rock, and there is a sizable gap in the rock that reveals a shiny blue, perfectly flat wall. Wolf grumbles to himself but then looks up, "Oh man, I hate Mars. Oh, would you look at that. J.T., I found... somethin'." The other e-frames converge on Wolf's location. Marsala looks at it and says, "I do not believe this portal is the work of Neo sapiens. In fact, it does not appear to be work of any type of human being."

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