At the headquarters of the Chicago resistance Sean Napier is attempting to transmit, repeating "The proposed action is not approved." Eve Hanley criticizes the Australian resistance for operating too independently. Napier places the blame on their leader, Nick Tyree, saying that he is trying to prove "what a big man he is."

In Sydney, Australia, we hear the incoming message, and see Tyree pull some wires out of the communications device, commenting, "Guess that old radio's got wiring problems again." He comments that they're on their own, and orders the timetable moved up so that the attack will proceed that night.

Back at Napier's resistance headquarters, Sean waits outside. Soon J.T. Marsh and Nara Burns land, and Napier approaches them. Marsh asks what the problem is, and Napier tells him of Tyree's plan to attempt to liberate Australia, which he thinks will begin in 48 hours. Nara comments that they have no chance, for even if the initial attack succeeds, they will not be able to stand against a Neosapien counterattack. Marsh says that the ExoFleet will be unable to support him, and that he'll be on his own. Napier responds that he tried explaining these things, but Tyree broke off communications. He leaves hops in Nara's frame and they leave, in the hopes of being able to stop the attack.

The e-frames return to a cloaked Pirate ship in Earth orbit. Upon exiting his frame, Marsh orders Torres to get the squad ready to go to the surface, and she eagerly agrees. Marsh asks Hallas if he can put them in a synchronous orbit above Australia, and Hallas replies in the affirmative. Soon after the Cossack decloaks and thrusts above the Earth.

In an e-frame bay, Torres orders a weapons check, as Able Squad works on their e-frames. Wolf Bronski is busy rummaging through the wiring in the back of his e-frame, trying to catch a spider. Alec and Kaz stop their work to watch, and Takagi remarks, "Itsy bitsy spider is scarin' the big, bad Wolf." Bronski shouts, "I heard that, kid!" just before yelling "Augh! It's on my neck! Augh! Ow!" as he falls out of his e-frame. As Wolf declares that he hates spiders, DeLeon and Takagi do their best to restrain their laughter, but do not entirely succeed. Bronski picks the spider off of his neck and tosses it away.

On the bridge of the Cossack, Marsh, Marsala and Napier are examining a tactical display of Australia. Marsala says that because Phaeton has placed only units in the major cities and a few outposts in Australia, Tyree's attack could succeed. Napier says it wouldn't do him any good, since they would just get wiped out in a counterattack. Marsh asks what he'll do if Tyree does disobey his orders, and Napier grins and says, "I'll arrest him. I used to be a cop, you know." Hallas calls their attention to the current map of Australia, and they notice explosions, concluding that the attack is underway.

At one of those outpost, the rebels attack quickly and fiercely. They first destroy the e-frame guarding the gate, and when another approaches they hit the water tower, causing a quick flood that causes some electrical problems. The finish him and cheer as they break into the camp.

In a city a hydrofoil speeds past a dock, as Neosapiens jump to try to get on it, only a few succeeding. As the hydrofoil passes underneath a bridge, some resistance members drop a barrel with a short timer onto the hydrofoil, where it explodes.

In Canberra, a tattered Neosapien flag blows in the breeze, as bombs burst in the air. The Parliament House is coming under heavy attack from the resistance, which has e-frames and mobile heavy weaponry. Nick Tyree is leading the assault. Neosapien guards succeed in doing them some damage, but are severely outnumbered. The resistance members cheer as they blast their way in. Tyree shoots down the Neo flag, and orders the Australian one raised.

In Antarctica, Praetorius is receiving a transmission from Phaeton, who is eager to teach the rebels a lesson. Praetorius is excited by the work he has done, which was to combine Neosapien DNA with that of nature's most skilled predators to create powerful warriors for the Neosapien cause. As he speaks we see some of his creations in brood tubes. Praetorius says that this new brood feels no pain, no fear, no pity, and can heal nearly instantaneously. Phaeton is pleased, and says he will use them, not to retake Australia, but to destroy it.

Aboard the Cossack, Napier has finally succeeded in contacting Tyree, who says that with the exception of a few pockets of Neo holdouts that Australia is under their control. As they talk we see the Australians marching off Neo prisoners. When Napier accuses Tyree of ignoring orders, Nick responds by saying they never received them. Napier orders him to be at his headquarters for a meeting, and ends the conversation.

George tells Tyree that Napier doesn't like his being in charge of Australia. As occasional explosions and weapons fire are heard in the background, Tyree tells George to fortify Parliament House, and that it will be their new command post. He knows that they're "not out of the woods yet." He also tells George he will be back after meeting with Napier, if he can. When George asks about the conditionality of the statement, Tyree tells him he doesn't trust Napier. Tyree then takes off in his e-frame.

In an e-frame bay on the Cossack, Napier says that Tyree can't be trusted and so only he, accompanying Marsala, and J.T. will go to the surface. Marsala asks if that is a good idea, since Tyree will have more support, but Napier feels it best that only a few get caught in any trap. Marsh orders Torres to hold the squad at high altitude until needed. Marsh explains to Nara that Napier needs her seat, so she'll have to sit the mission, and she understands, though is not happy. Able Squad takes off, and Nara watches. Hallas thinks she wishes she were with them and she agrees, saying that they are the only family she has left.

Marsh, Marsala, and Napier land in Sydney, where Tyree is waiting. Napier jumps out, asking Tyree if he realizes what he's done. Tyree responds by saying that he's freed Australia, and asks Napier what he's done recently. Napier criticizes Tyree for putting the whole Australian resistance at risk, but Tyree replies, "We signed up to fight, not wait for ExoFleet to make up its mind about what to do." Napier says it won't be a fight but rather a waste of their lives when the Neos come back. Tyree says they can handle the Neos, and asks why Napier doesn't get the ExoFleet to help them. He proposes letting them use Australia as a beachhead for the retaking of Earth. Marsh tells him that there is not enough time to organize such a large operation, even if it had a chance of succeeding. Marsala states that they must all work together to win the war, and Tyree shoots back, "You mean do what the ExoFleet tells us to do!" Napier, barely restraining his anger, tells Tyree through clenched teeth that he is ordering him to have the Australian resistance to return to the mountains. Some members of the Australian resistance point their guns at the three outsiders as Tyree tells them that no one gives him orders in his own country.

High above Torres states that Marsh is late reporting in, and so they will proceed downward. Tyree is giving orders regarding the three, getting them sent to Canberra. Able Squad does a low flyby, causing Tyree to duck. He orders them put on the hoverplane, and some of the resistance begin shooting at Able Squad. Torres reminds the squad, "These guys are supposed to be friendlies, use minimum force, or... I'll kick your butts!" When Torres takes a hit, Bronski suggests she tell them. But a few dispersion shots by the e-frames as well as Marsala, Marsh, and Napier overcoming their guards, and Tyree is convinced, at gunpoint, to call off his troops.

Napier tells Tyree that it is stupid for them to be fighting. Tyree suggests they settle it man-to-man, but Napier says as if he not expecting to be understood that he is not Tyree's enemy. Just then a blast knocks them over. They all look up, and are shocked by what they see coming out of the water: walking crab-like creatures, with a claw for one hand and carrying a gun in what is a normal Neosapien hand. Head, claw, hand, six apparently nonfunctional crab legs, and knees are blue, the rest, including shell, is purple.

All the resistance fighters fire at the oncoming Neo warriors, but they are not slowed. One has two grenades explode in front of him but is unfazed. Marsh tells Torres to move the squad out, and she does. Those on foot begin to withdraw from their positions, as two Neosapien hover planes arrive. Out of one emerge creatures derived from a scorpion, with two large claws for hands and a stinger tail, they are mostly green, although the torso is yellow. From another come lizard creatures, who are distinguished by a lizard's head and eyes (the cranial structure of the other types of Neo warriors is only superficially different from the typical Neosapien) as well as a tail. They also have two-toed, clawed feet, and seem to be especially agile.

Able Squad is busy trying to fight off the amphibious creatures (another type of crab has appeared, but is only colored differently and has a claw for its left hand instead), as is about to regroup because there are too many. Just then a bat-like creature lands on the back of Bronski's e- frame, sending it tumbling trough the air. Bronski yells for someone to get it off, and Takagi blasts it. Both Bronski and the creature land in the water.

Another similar creature attacks Torres in the same fashion, but she loses it when they tumble through a billboard. The resistance continues to fight, steadily giving up ground. We see one of them get grabbed by a claw and carried back into the water. DeLeon gets attacked from behind by a scorpion, and Weston picks it up. It proceeds to use its stinger to shatter the windshield to her cockpit in two spots before she blasts it. Alec gets seized from behind by one of the crabs, but Torres blasts it out from under him.

More of the crabs are climbing out of the water. Takagi is shocked that they're still coming, since the squad had used everything at their disposal. Torres orders them to fall back. Bronski at the surface of the water, has been seized by something with tentacles, and he is finally able to blast it off.

Tyree is calling for reinforcements, but the voice on the other ends just screams about monsters, as shouts are heard in the background. Napier pulls him away from the radio as a scorpion lands there, and it is not bothered when Napier shoots it, twice. It uses its stinger to destroy the radio equipment.

Marsh and Marsala run into the building where their e-frames are being kept. There they encounter some of the lizards. When Marsh dives behind some chairs, but one spits at them , liquefying that portion of the chair. Another leaps in front of Marsala and pauses. This may be an indication that these Neo warriors have been either trained or bred with a respect for Neosapiens, as Marsala is one. After the two stare at each other for a short while, Marsala shoots it. Another approaches, but is hit by a missile fired from a launcher by a rebel.

Napier tells them that the attack is all over Australia, and when Tyree comes in he apologizes to them. Napier says they need to retreat and coordinate a defense. Tyree suggests Parliament House in Canberra. They quickly run to their e-frames and take off as more of the lizards approach. Marsh transmits to Torres, telling her to delay the Neos so the resistance can pull out and then rendezvous at Canberra.

Able Squad lands on a bridge over the river, and are being attack from all sides: both ends of the bridge, and the sides by crabs climbing up and spider creatures (mostly orange with purple, having six spider legs and two Neo arms) climbing down. Bronski reiterates his hate for spiders, and though he is able to blast a few, another is able to launch a fluid that sticks to him. It then drags him and ties him up with this webbing. Weston blasts it away, and is able to free him.

Torres begins shooting at the bridges suspension cables, ordering the squad to do the same. After taking out most of them they take off, and the bridge crumbles. There is urgency in her voice as she instructs them to get past the mountains.

At Parliament House, George reports that the Neo creatures are attacking everywhere on Australia. Napier wants a retreat and Tyree agrees. Marsh asks Marsala what Phaeton has done. Marsala says that it is theoretically possible to combine genes from different species, and that it would be a great advantage to have soldiers that didn't need weapons, training, or support.

Marsh contacts Torres and tells her that Canberra will be evacuated once Tyree's field commanders can be reached. He tells her to stay where she is, which is apparently a farm. She asks him to hurry it up. Outside Parliament House some of the lizard Neos can be seen.

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