J.T. Marsh is dreaming that he is drowning, and then gets rescued by Colleen O'Reilly. As they are about to kiss, they get separated by a savage Alice Noretti, who then attacks Marsh. The image of Alice then turns into a skeleton, which stares at him as it falls apart. Marsh then awakens, visibly shaken.

Marsala and Nara are flying towards Vesta, and they see construction crews at work. Nara wishes she could be a part of the rebuilding and rebirth of the planet she calls home. Her brother James is trying to read a book. He has since been fitted with a prosthetic right eye and right arm. James tries to concentrate on turning the page carefully. When he tears it he throws the book away in disgust. It is at this moment that Nara enters. Nara mentions the possibility of getting back to the farm, but James remains obsessed with exacting revenge on Draconis (who the ExoFleet apparently does not know was executed by Phaeton and replaced by a clone).

Marsala is waiting in the garden outside the hospital, and takes the opportunity to do some weeding of the gardens. Some of the former Venus resistance members sneak up behind him and put a gun to his back, ordering him to do as told. Marsala dumps the nearby garbage can on the leader's head, kicks it to knock over all three, and makes a break for his e-frame. Krueger tells his compatriots not to shoot, since they want him alive. Another half dozen jump on his back, but Marsala eventually throws them all off. He is unable, however, to deal with the e-frame that grabs him and pins his arms at his sides. Nara sees this as she exits the hospital and demands an explanation. The resistance members flee as Burns climbs into her e-frame to pursue. She notifies ExoFleet command of the situation as she does so.

She follows the kidnappers to some sort of sewage center, and enters a sewer to continue pursuit. As the kidnappers exit into a waiting hoverplane that looks like it had been captured from the Neos, Krueger orders the intake valves opened, flooding the sewer Nara is in. After struggling in the fast current, she is able to get ahold of a ladder. As she exits the maintenance hole above her she nearly gets run over by a bulldozer. She then sees the hoverplane taking off, and she laments having lost Marsala.

As the hoverplane lands outside a cave, some Neo sapiens observe from above the canyon. The apparent leader of the bunch remarks about how the Terrans held out for years in the caves, but they will take this one from them that night.

Winfield shows Marsh, Burns, and DeLeon a vid disk that they received an hour earlier. Becausethe voice on it is computer generated it cannot be traced. The disk shows the silhouette of a few figures holding the captive Marsala. One of them states their demand, that all Neo sapiens serving in ExoFleet be rounded up and placed in the slave camps that had been created on Venus for Terrans. If they do not comply, the kidnappers claim they will solve the problem by killing them all, starting with Marsala. Reaction among his Able Squad teammates varies from shock to Nara's disgust.

Winfield says that he will not give in to terrorist demands. Nara is not pleased by this, since she is not willing to risk Marsala's life for anything. After Marsh calms her down, he and Winfield promise to do everything that they can to help Marsala, for his sake, as well as all Neo sapiens. Alec is apparently making some sort of notes, and begins asking Nara questions that he already know the answers to. Nara tells him that yes Marsala always went with her to the hospital but never went inside since he felt James was not comfortable with his presence. She says that everyone in the squad knew that, but Alec points out that her brother James knew it as well.

Somewhere in here (but I am not sure exactly where, since USA likes to cut about 15 seconds from each episode) there is a scene in which Marsala has a discussion with Krueger. Krueger speaks of his goal of keeping Venus pure, that is, free of Neo sapiens. He criticizes Neos in general. Marsala observes that he had heard such words before. Only then it was Phaeton who spoke them, all the while reversing the words Neo sapien and Terran from how Krueger used them.

Nara goes to the hospital to confront her brother, who is relearning walking with a prosthetic right leg. He appears to be in better spirits than for her previous visit. She immediately asks James if he had any part in Marsala's kidnapping. After a brief argument centering around whether or not Marsala qualifies as human, James tells her that he had nothing to do with the kidnapping, but may have an idea about who did.

Piloting the e-frame that Nara and Marsala usually share, James drops her off at the family farm. She is not happy about the situation, but he says that if he is to help Marsala he must do it in his own way. Nara says that the only thing worse than losing Marsala would be losing the two of them. James tells her not to worry, and says the three of them will watch the sunrise together at the snake tree.

James lands in the same canyon where Marsala's kidnappers had gone. Once again the Neo sapien holdouts are watching. They move into attack positions to prepare for their assault. As James exits the e-frame he calls to Krueger. Krueger responds, saying he knew James would join them. Burns asks Krueger to let Marsala go, and forget about his demands. James tells him he cannot blame all Neos for what Phaeton and his cronies did. Krueger declares that all Neo sapiens are alike, and that Marsala is not truly loyal, but simply waiting for a better opportunity to rebel. Krueger appeals to the fact that they fought the Neos together, and says that as long as there are no Neo sapiens on Venus he doesn't care what is done with them. James relents, and says he will join their cause.

Nara is still waiting outside the ruins of the main dome of the Burns farm as Able Squad lands.She updates her teammates on the situation, and though DeLeon asks if James can be trusted, Nara says she has no choice.

Back at the cave where Marsala is being held, a few of the captors are awake and standing guard. But none are in Marsala's immediate vicinity, so James attempts to get him free. Marsala asks James to rethink his plan because of the great risk he is taking, and as James breaks him free of the chains says he is beginning to understand why Nara likes him. Since James is still using a crutch to walk, Marsala picks him up and carries him at a quicker pace. As Marsala places James in the e-frame the kidnappers surround them at gunpoint. Krueger says he knew he couldn't trust James, who had gone soft. As he resolves to kill them both, the rebel Neo sapiens begin their assault on the cave with a large explosion nearby.

At first only a few Neos with hand blasters are seen attacking. A grenade lands near Marsala, which he throws in the direction of the attacking Neos. Some e-frames then join the assault, at least a half dozen. As Krueger attempts to fight them off, Marsala knocks the gun out of his hands and tells him, "I shall require your com link as well." A nearby blast knocks Krueger unconscious. Marsala relates his coordinates and the situation to J.T., who orders the squad to go in for a rescue. Nara tags along in Takagi's exofighter. They then fly off to their destination.

Back at the canyon James is trying to use the e-frame to fight the oncoming Neos, but gets hit and knocked out of the e-frame. He then drags himself back into the cockpit of the overturned frame, and prevents one last attempt by Krueger to kill Marsala, in this case by using a rock against the fallen ExoTrooper, who was knocked unconscious by the previous blast. Krueger runs off, but the Neo leader blasts the cave ceiling, causing a stalactite to fall on him. This Neo then turns his sights to James, who has since destroyed a Neo frame. The e-frame falls over again, and James once again falls out.

As the Neo leader prepares to finish James off, some missiles herald the arrival of Able Squad. Most of the Neo frames are quickly destroyed, but the kidnappers begin to target Able Squad. James, having once again climbed back into the e-frame, is determined to fulfill his promise to Nara that he would save him. Visibly in pain, he uses the frame to pick Marsala up and carry him outside the cave to safety. Nara sees this from above, and once Takagi lands his fighter she exits to chase after them. She calls to James, but he continues on. Inside the cave, Able Squad has turned their attention to the kidnappers. They succeed in getting them to surrender.

James reaches the snake tree, and drops Marsala off there, telling him to take care of Nara. He begins to walk the e-frame away, and crashes it nose first into the ground as he dies. Nara finally catches up to him, and cries when she finally does see him. Marsala awakens, walks over to her, and tears being to stream down his face when he sees that James is dead.

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