- The 2nd Mass meets new faces, while Tom comes across his former mentor and professor Arthur Manchester (guest star Terry O'Quinn). But it's difficult to know whom to trust.
- The 2nd Mass arrives in Charleston and is welcomed by the residents in a hidden underground of a mall. Captain Weaver meets his daughter Jeanne and Tom meets his old friend and mentor Professor Arthur Manchester. But soon Captain Weaver learns that the soldiers do not want to fight aliens but only protect the compound. Further, there is a friction when they have to deliver their weapons and ammunition to the local soldiers. They receive assignments and the leader Manchester asks Tom to back him up in a speech for vote to the residents. Soon Tom and Anne feel that something seems to be wrong in the place. Tom does not support Manchester in his speech. When the Red Eye sends a messenger to summon Tom for a meeting, things change for the 2nd Mass in the community.—Claudio Carvalho, Rio de Janeiro, Brazil
- Col. Porter leads the 2nd Mass to the new headquarters. It's an underground mall that looks destroyed from the outside.
They walk down the escalators and see a giant American flag and hundreds of people waiting for them. They're greeted with cheers and hot food.
Weaver runs into his daughter, Jean. She says things with her boyfriend "got all messed up" when they left.
Pope assures his Berserkers that he plans to leave soon.
Matt is excited that there might be school.
Tom is spotted by Arthur Manchester (Terry O'Quinn), the former head of Boston College's History Department. Tom took all his classes. He's the new "majority leader, 'President' felt presumptuous."
Tom gives Arthur a list of all the people in the 2nd Mass and their assignments. Arthur promises to find them some housing and real beds.
Captain Weaver and Tector go meet General Bressler (Matt Frewer). Weaver is surprised when Tector gives his old Marine Corps rank.
Bressler offers them a drink.
Weaver goes to the map and tells Bressler where they've spotted aliens. He offers their scouts, but Bressler says they won't be needed and dismisses Porter.
Bressler explains that the aliens think Charleston has been conquered and so the civilian authority has decided not to engage the aliens and give them any reason to come back. Bressler explains that Manchester began building power early and earned a loyal following.
Weaver is taking this all in when Hal comes running.
They find Tom in the middle of a group of people shouting. Tom is face to face with a member of the army named Clemons, who has orders to take the 2nd Mass' weapons and split them up in different housing units.
Porter explains that they store weapons in one place and issue according to mission, but he'll back down if Weaver tells him to.
Weaver agrees with Porter and Tom goes along, saying they have to start thinking beyond the 2nd Mass. They turn over their weapons.
Tom wakes up in a real bed with sheets in his room with Anne. They get a delivery of the South Carolina Gazette and an invitation from Manchester. Anne is assigned to the medical shop with Lourdes.
Tom visits Manchester, whose office is stacked with books. He even has fresh tomatoes from their hydroponic garden.
Manchester has visions of a new government, from the ground up. He wants a new political system, for a post-invasion world. He compares them to Washington and Jefferson.
Manchester explains there's a confidence vote on his leadership tomorrow and he wants Tom to stand with him.
Tom tells him about the rebel aliens and suggests they ally with them. Manchester tells him not to say another word because it would induce panic.
Weaver finds his daughter working the chow line. He asks again what happened with Diego. A skitter patrol ambushed them and they scattered, but Diego and the rest never made the rendezvous. She came to Charleston alone.
Manchester refused to send a patrol. She wants to say something in the meeting tomorrow, Weaver promises to back her.
Anne reports to the hospital area and meets an arrogant heart surgeon who tries to dump a bunch of easy cases on her. She shouts him in place, explaining that she might be a pediatrician by training but she's been a combat surgeon for the past year.
Later, she finds Tom in the chow line. Jean serves them food explaining that last night was a special meal to impress them. She also says most people don't have their own quarters and are sleeping 10 to a cubicle. She's on edge and warns them to watch themselves.
Tom and Anne eat, discussing the odd vibe. Everyone seems very casual, like they've forgotten the aliens are even there.
Pope and his people check out the weapon stores. Maggie hears him saying they're just getting the lay of the land so they can figure out what they can grab and leave.
Clemons and Tector, now going as Gunnery Sgt. Murphy, bark at them to fall in line.
Weaver finds Hal practicing putting his weapon together. He tells Hal that a lot of people have never seen combat and because Hal has, he might end up leading them so he needs to earn their respect.
Maggie sneaks a gun from the weapons lock-up.
Tom goes back to his quarters and finds Anne patching up Matt. He got in a fight. A kid said the 2nd Mass is a bunch of cowards who just came here to steal from them and that Tom made a deal with the aliens to get released. Matt acknowledges he took the first swing. He's been suspended for a week.
Maggie finds Pope and the Berserkers trying to steal the weapons and gives them a chance to walk away. But before they can, Clemons and Tector bust them. When one of the Berserkers charges, Tector shoots him in the arm.
Pope now has it in for Clemons. They take Maggie in with them as she's saying it's not what it looks like.
Tom finds Manchester, urging him to let Maggie walk. He doesn't think they belong in lock-up and says that they'll need people like them to fight the aliens.
Manchester says he can't afford to look weak now. He asks Tom to back him in the vote tonight and he'll look into things.
Hal pays Maggie a visit in lock-up. He wants to get her out of there, but she's still angry about his non-response to her news that she had a kid in prison. He apologizes, but she runs him off.
Jean speaks at the meeting, saying that she's grateful but she can't help thinking about the friends she has out there and the fact they're not doing anything. "I don't think that makes you a bad man, Dr. Manchester, but I do think you're wrong," she says.
Manchester introduces Tom as "the hero of the 2nd Mass."
The room of hundreds cheers for him. He congratulates them on rebuilding, but talks about the resistance, and wonders if their real mission has been lost. He takes out Manchester's book and reads from it: about people who advocated for accommodation during the American Revolution and those who understood the fight would only be over when the enemy was gone.
Tom goes on, saying that the aliens will only leave when they're forced. He's not ready to stop fighting.
Clemons interrupts with a message for Bressler. There's a de-harnessed boy outside who says he has a message for Tom.
It's not Ben. Tom doesn't recognize him. He says there's been a development with the overlords and Red Eye is waiting nearby to talk to him.
Tom is ready to go. Bressler, Weaver and Tom think the rebel aliens are their only tactical advantage, but Manchester orders the de-harnessed boy put in lock-up. He is upset that Tom didn't mention his son Ben was with them.
Left alone, Manchester tells Tom he didn't expect his friend to turn on him. He thinks Bressler got to him.
Manchester brings Pope up to his office for a steak dinner. He wants info on Tom Mason. "If you have anything on Mason that could impact our security, I'll look into letting you out," Manchester says.
Pope tells Manchester that Mason is pompous but if anyone's going to knock him down it'll be him and not Manchester.
Dai and Hal go down to lock up to break out Maggie and the de-harnessed kid to meet with the aliens.
Hal explains that he needed time to think after Maggie told him about her "bad girl past" because he's never met that Maggie. He offers her a clean slate. She agrees to go with them.
They meet up with Weaver and Tom and Porter clears a path for them. Before they can leave, Bressler busts in with his men and surrounds them. Bressler announces that Manchester has declared a state of emergency and the "dissidents" are all under arrest. Tom tries to get Bressler to talk to Manchester, but he refuses. Tector puts down his weapon and respectfully declines to arrest them, so they round him up, too.
Elsewhere, Manchester orders all members of the 2nd Mass rounded up, including Anne and Matt. He says they have to be watched until they prove they can be trusted.
Tom and Weaver are brought before Manchester, who says Tom should have told him he was abducted. He tells Tom people in the 2nd Mass told him about it. Manchester tells Bressler to lock them up, but Bressler asks "then what?"
Manchester plans a civilian trial for treason. There are announcements telling people to report anyone they see in the 2nd Mass.
Bressler comes down to lock-up and orders everyone released. He puts Manchester in a cell and announces Charleston is now under martial law. He urges Tom to hustle if he wants to make the meet up with the rebel aliens.
"Nice work, boys, look like you dropped us in the middle of a good old fashioned coup," Pope says.
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