- A familiar face returns to the 2nd Mass, but his intentions remain unknown. Meanwhile, a skitter is captured and brought back to the camp as a prisoner.
- The 2nd Mass overhears a battle in the nearby town and they head to the place looking for survivors. They find only Skitters and Mechs, and Rick wounded under a Skitter. They bring him to the camp and he tells that Ben is in danger. Tom, Weaver, Rick and small team find Ben with the Red Eye Skitter and he explains that he is leading a rebellion against the Overloards. Tom does not believe in the enemy that tries to convince that they need to join forces to win the Overloards. Later Rick dies protecting the Skitter. Meanwhile Hal, Maggie, Tector and Crazy Lee are assigned to look for medical supplies and they find a hospital, but Maggie is wounded in the return to the camp.—Claudio Carvalho, Rio de Janeiro, Brazil
- A skitter addresses a crowd of gathered skitters, howling into the air. Red Eye responds. Ben hears the cries and runs to the roof and falls to his knees, raising his arms like the skitters.
Hal finds Maggie enjoying the skyline view. He's been keeping tabs on his "partner." Weaver wants them to scout pharmacies and hospitals. As they're talking there's a giant explosion in town.
The 2nd Mass mobilizes. Tom suggests if a resistance group is getting hit, they should help. Weaver authorizes Tom to take the Berserkers and go check it out. No one is sure where Ben is.
Tom and the Berserkers head toward the explosions and find a graveyard of smoldering skitters. There doesn't seem to be any live humans or skitters. There aren't any shells from human weapons. The skitters were all killed by mechs.
Hal notices glowing blue spikes under a skitter and uncovers the person thinking it's Ben. But it's Rick, the formerly harnessed kid who wanted to be harnessed again.
Back in camp, Anne has patched up Rick's shoulder. Weaver is concerned about him as a security risk. Anne notices Weaver wincing. His leg wound is healing slowly and he needs new antibiotics.
Back at camp, they still can't find Ben. Hal tells Tom about Ben's spikes glowing at the harnessing facility.
Rick wakes up on the med bus and is completely disoriented and panicked. He tells them Ben's badly hurt and in danger. He offers to show them where he is and Tom is willing to take the risk it's a trap.
Rick leads Tom, Weaver, Dai and a few others. They notices Rick's spikes glowing. Rick says: "Ben's here, too." They notice a trail of blood and go into a warehouse.
Ben is upset Rick brought Tom and everyone, but Rick says that "he" is hurt and he needs their help. Ben holds a gun on his dad and then reveals who they're talking about: it's Red Eye.
Tom remembers Red Eye tried to kill him on the ship, but through Rick, Red Eye explains he saved Tom. Both Rick and Ben want them to help Red Eye, who is injured. He tells Tom that they are fighting the same enemy.
Red Eye collapses and so does Rick. Weaver and everyone want to kill Red Eye, but Tom argues he might be good for intel.
Hal, Maggie, Tector and Crazy Lee are out on recon at a hospital for supplies when they hear a mech approaching. Hal and Maggie get in a car in the backseat and he pulls her down on top of him as they hide. The mechs stomp past.
Tom, Weaver and the rest of the group bring Red Eye back to camp, strapped to a truck. Ben tries to get people to listen to him as he argues to save Red Eye.
Tom pulls Ben aside. Ben tells him Red Eye is in charge of the skitter rebellion and he's been in communication with him since Jimmy died.
Ben explains some skitters have been able to resist the effects of the harness and they've been resisting for 100 years but never able to get anywhere. Red Eye had to go along with torturing Tom to gain access to the ship and their plans. Ben says Red Eye believes the human race is their best chance for resistance, by forming an alliance.
In the back of the car, the mechs continue clomping by Hal and Maggie. Hal remembers making out with a girl named Rita in the back of his first car. Maggie mentions Karen, Hal's harnessed former girlfriend, killing the mood.
Out of the car, she apologizes to Hal.
In camp, Rick talks to Tom for Red Eye. Tom wants to know why Ben is so important to him. Red Eye tells him there's a death squad on the way to kill Red Eye and everyone in the camp.
Hal and Tector go through another hospital and find a fully stocked pharmacy. Hal goes to get Maggie, who's not eager to go back into a hospital after her battle with cancer.
She tells Hal she had brain tumors, they did three operations. She talks about losing her will to live and getting it back. They kiss, but she gets freaked out and runs off.
Back talking to Red Eye, he mentions the 20 revolutionary skitters that died that morning. Tom doesn't buy the idea of a skitter revolution. He wants to know why they'd revolt.
"They" came to the skitters planet and turned them into slaves, infusing the chem-lock into their spines as children, the same way they've harnessed humans. They tried to fight back, but "they" were too powerful. But they've seen how humans fight back. Together they could overthrow their oppressors.
Tom still doesn't believe him, having seen skitters kill without remorse. Red Eye is willing to debate but then says the main point is that human's weapons are substandard and they don't understand the aliens tactics. "So you can join us and survive or fight alone and die," he says.
After they nap for a few hours, Hal tries to talk to Maggie, but she says nothing can happen between them. They're racing back on bikes when they start getting shot at from the sky.
Tom hears it and Red Eye tells him it's the death squad on his trail.
Maggie gets hit and Hal speeds back across to get her, taking fire. She tells Hal to leave her and save himself. He reaches her safely and picks her up.
Back at camp, Weaver thinks the attack means Red Eye lead them straight to camp. Tom tries to talk to him, but he and the others don't want to hear it. Weaver orders Tom to stand down, but Tom won't.
Red Eye slips out of his cage and scampers up the ceiling. Someone shoots at him with a shot gun and Rick steps in front to protect him. He gets shot and Red Eye escapes.
Hal brings Maggie to Anne. Weaver tells them they're moving out. Anne looks at Maggie's wound, she's shot through the side. Hal drives the Medic bus.
Ben looks over Rick as he gasps for breath. He tells Ben to make his father and everyone believe.
The 2nd Mass packs up and moves out. They settle into the hospital. Lourdes tells Hal that there weren't any bullet fragments in Maggie and she should be OK.
Hal goes in to talk to Maggie, telling her he needs her. Maggie asks him to stay with her until she falls asleep. She takes his hand.
Anne gives Weaver a sedative. Tom comes to talk to him. Weaver is "pissed as hell" that Tom disobeyed a direct order. Tom apologizes, Weaver accepts.
Weaver is worried about Ben -- not his well-being, the risk he poses to the 2nd Mass. Weaver warns him hard choices have to be made some times and asks if Tom will be able to handle it. Tom's not sure. "I'd just as soon not have to make it for you," Weaver tells him.
As Weaver's sedative kicks in, he confesses to Tom that he didn't like him much when he met him, but he respects him now. Tom says the same but Weaver is out cold.
Out in the hall, Tom is glad the hospital will give them all a chance to recharge on the way to Charleston. Tom thinks Ben is a typical teenager, wanting to change the world.
Jamil gets the hospital's generator going. Tom takes Anne by the arm and mentions the number of empty rooms around the place. They find one.
Up on the roof, Ben sits alone and looks at the stars. Matt finds him. Ben has a secret. He tells Matt he has to go away for awhile. "Is it because of that skitter?" "Something like that." He doesn't know when.
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