As Charlie, Rachel and Gene question Monroe's true allegiance, Miles himself is weary of his former friend's intentions. Meanwhile, Aaron continues to have visions that lead to endless questions.

On the run from Militia, Nora leads Miles and Charlie back to the Rebel camp. Meanwhile, Aaron and Maggie search for Grace and Danny stands up to one of Captain Neville’s men.

When Charlie meets a boy who's suffered a plight similar to her own, she relates and longs to help him and his young friends. First, she must convince Miles. Meanwhile, Rachel grows weary of General Monroe as she meets someone from her past.

Miles leads the rebel squad out of Philadelphia and away from Monroe’s helicopters and machine guns. Meanwhile, a guilt-ridden Rachel tries to redeem herself by providing power to the rebels, but once again must leave her children, Charlie and Danny, behind. As if there wasn’t enough heat, romantic sparks ignite between Miles and Nora.

Aaron and Rachel speculate on the extreme effects of Nano technology, while he also confides in Cynthia. Meanwhile a figure from Miles's rugged past, Texas Ranger John Fry reemerges. Fry could be Miles' chance to bring down the Patriots in a big way, however Fry will need convincing. Charlie has a surprise for Miles and her mother, while Secretary Allenford holds a secret important to Neville.

A family struggles to reunite in an American landscape void of electricity: a world of empty cities, local militias and heroic freedom fighters, where every single piece of technology -- computers, planes, cars, phones, even lights -- has mysteriously blacked out forever.

Truman, empowered with new authority from the President, launches a mustard gas attack designed to kill Miles and Monroe. To Rachel's disappointment, Miles agrees to join Monroe in a ruthless plot to beat the Patriots at their own game. As Neville faces his own challenge from the Patriots, Aaron grows increasingly alarmed by the power of the nanotech.

United by their desire to take the Patriots down, Neville and Monroe form an uneasy alliance. As Rachel comes face-to-face with the nano-tech while searching for Aaron, things don't go according to plan for Miles, Charlie and Gene when they try to steal the Patriots' supply of mustard gas.

A final act of heroism by one of their own saves the lives of Charlie and the gang, but the loss devastates everyone and they must carry on with heavy hearts but increased resolve. Miles sets out on a mission with Nora to recruit his former Militia comrade, Jim Hudson and enlist his savage killing skills. Meanwhile, Rachel looks for a power source and a way back into the heart of her daughter Charlie. Rachel also attempts to elude the grip of Randall Flynn, her ruthless former boss and ally of Monroe.

Life-threatening dangers abound on all sides as the Rebels infiltrate the Tower. Miles' leadership abilities and character are sorely tested as well as his feelings for Rachel and Nora. Aaron's genius comes in handy while Tom Neville and Randall Flynn bring new meaning to the dark side.

As Miles and the gang try to escape the perils of their current situation, Rachel and Gene continue to struggle with their relationship, which affects Charlie. Meanwhile, Neville takes a gamble with the Patriots.

When Gene decides to assist the town of Willoughby, Rachel and Charlie feel compelled to help too as Miles and Monroe continue to join forces in order to survive.

Monroe, Charlie and Connor make their way back to Willoughby, where they find that the Patriots' reeducation center is up and running. An encounter with two of the center's young cadets leaves Rachel and Miles divided on the lengths they are willing to go in order to take down the Patriots. As Neville and Jason find a new ally for their mission, more about the history of the Patriots is revealed.

While Dr. Porter and Miles venture into Willoughby in search of allies within the town, Monroe seizes an opportunity to surprise the Patriots. Neville’s political maneuverings put him and Jason in serious danger, as Aaron and Priscilla continue on their journey.

Aaron awakes to find himself in a world with power, married to Priscilla and running his company. As he gets the feeling that something isn't quite right, familiar faces begin to appear.

Miles and Tom Neville find themselves fighting for the same cause but Miles still doesn’t trust him. Charlie, Jason and Nora attempt to pull off a daring river rescue of Dr. Stephen Camp to keep deadly anthrax out of the hands of Monroe. Meanwhile Rachel and Aaron are captured and threatened by Militia forces.

A captive Nora is tortured and left for dead. Monroe learns of Rachael’s attempt to reach the Tower but is unaware of her deadly plan for him. Meanwhile, Miles is desperate to find out how so many of his close associates are being brutally murdered. Later, Miles, Charlie, Neville, Jason, Hudson and Sanborn struggle to make it out of the Plains Nation to join Rachel and save her from what they believe to be certain death.

Monroe finds himself in unfamiliar territory and must make a choice about his son Conner, while Neville and Julia continue to tango at Jason's dismay. Meanwhile, Gene leads Charlie to an uneasy discovery.

Monroe leads Connor and Charlie on a risky mission, as Miles and Rachel keep an eye on things in Willoughby. Meanwhile, Neville gets a new assignment and Aaron reunites with an old friend.

Frustrated with Neville, Jason turns to Miles with crucial information about the Patriots’ next steps for Texas. Determined to derail the Patriots’ plans, Miles and Monroe rush to Austin with Jason, Charlie and Connor in tow. Meanwhile, Aaron grows suspicious of Priscilla’s increasingly unusual behavior.

In order to save Nora from her injury, Miles leads the gang on a detour to visit an old acquaintance of his for medical support, but they quickly find themselves in unfriendly territory. Aaron recalls his meek history as he looks back at his pre/post-blackout life, and Neville delivers Danny to Monroe.

When Nora encounters a close relative, she must make a difficult choice between family and a promise. Meanwhile, one of the most ruthless members of the Militia is tracking Miles, Charlie and the gang and General Monroe hands Captain Neville a stern warning.

Monroe and Charlie's dynamic begin to evolve. Meanwhile, wounds of Miles and Rachel begin to heal, yet her curiosity and heightened awareness could be her undoing. Neville's manipulation of Patriot power brokers makes Machiavelli look like a cherub and Aaron's mind works overtime awake or asleep with mind-blowing effectiveness. Rachel and Miles begin planning a resistance to what they believe might be the Patriot occupation.

When Rachel discovers some unsettling truths, Miles does what he does best to overcome obstacles before him and those he cares about. Meanwhile, Charlie shares a moment with her mom as Neville and Jason continue with their struggles between father and son.

With their lives in danger in New Vegas, Monroe and Connor face a difficult decision in order to survive. Back in Willoughby, Miles questions whether he can trust Neville and Jason to help take down the Patriots. Meanwhile, Aaron and Priscilla find themselves at odds over the nano code.