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The world is left in tatters after a sudden, unprovoked and unexplained invasion by aliens, leaving the planet's remaining human population to fight for survival against the occupiers. History professor Tom Mason has been named second in command for the 2nd Mass, but his real focus is on his three sons, one of whom has been captured by the aliens for an unknown purpose.
While scouting for supplies, Tom, Hal and their squad encounter a gang of marauders determined to get their hands on the 2nd Massachusetts' weapons. Leading the gang is an ex-con named John Pope, who decides to use his hostages as bargaining material.
Dr. Michael Harris joins the 2nd Mass with a theory about what might save the teenagers abducted by the aliens. But the plan could be derailed when Tom starts digging for answers to questions that have haunted him since the early days of the invasion. The 2nd Mass comes face-to-face with skitters and mechs when they attempt to rescue Ben.
Tom and his team head out to track down more motorcycles for the 2nd Mass., relying on Pope to guide them to a good location. They hit the jackpot until they meet some skitters and harnessed teenagers at the bike shop. Back at the base, Dr. Harris and Anne disagree over the best method to gather more intelligence on the aliens.
Tom works up a plan to extract his harnessed son Ben along with the other captive children from the local hospital. Captain Weaver tells Tom the plan has too many holes and that he should alter it. Meanwhile Dr. Harris shines a bright light in the captured Skitter's face and tries to inject it with something. The skitter kills Harris by strangling him. Hal comes up with an alternative relying on stealth and infiltration. Hal volunteers to wear Ricky's harness and pretend to be a prisoner to rescue Ben. Anne learns to kill a Skitter without making a sound taking advantage of the "soft palate" in the back of the skitter's mouth. She stabs the captive skitter in its weak-spot in front of Tom and Hal to prove her theory. Weaver then approves the plan and sends Tom's team in. Hal successfully enters the hospital and sees a skitter leading Ben's group to rest. Hal kills the skitter, and the team finally rescues Ben and five other children. All but one survives their harness-removal surgery. Ben awakes later apparently recognizing his father.
Anne is threatened at gunpoint by a civilian who takes a bag full of medicine and his wife and son and flees. Tom, Weaver and Mike go after the family to convince them to stay. Weaver decides to let them go since there is no point in changing the families mind. Along the way they meet Terry Clayton (Henry Czerny) who was the leader of the 7th Mass until his entire unit was wiped out by the skitters and the mechs. Meanwhile Ben seems to be recovering very well which somewhat concerns Hal. Hal tells Anne that Ben never acts like the way he does before the harness was taken off and that he could do over 102 push-ups without breaking a sweat. At night when a single mech and a skitter invades the survivors camp, Jimmy and another soldier named Parker are attacked by the mech. The mech kills Parker while Jimmy escapes. The skitter attacks him but is saved by Weaver. The group decides that the children should move to a safe place led by Clayton and Mike. At the end it is revealed that Clayton has captured Pope and is holding him prisoner. Clayton is also possibly leading the skitters to the kids as part of a deal.
Following the cliffhanger, Pope manages to escape by cutting the ropes with shards of glass. Mike learns that Terry Clayton has been trading the kids over to the skitters for promising to stay away from the civilians. Mike warns Hal and the rest of the group. While trying to escape Mike is shot in the head by Terry Clayton and dies shortly after. Hal escorts the kids to an abandoned house to take cover. He then Realizes that Clayton and his men are after them. Ben volunteers to go back and get help. He does so and gets his father and the rest of the fighters from the 2nd Mass. Clayton and his men surround Hal and the kids and Hal tries to put up a fight before Clayton and his men are intercepted by Pope who kills one of the men. Tom arrives shortly thereafter and convinces Clayton that Pope was "killed" during the cross-fire. clayton lead Tom and the kids back to the sanctuary hideout. Clayton's men are subdued by the 2nd Mass. Clayton pulls a gun out and tries to shoot Hal but Tom stops him and shoots Clayton in the chest and dies. Weaver tells the rest of Clayton's men to leave and that if he ever finds out that they are working with the skitters he will kill them without a second thought. Afterwords Sarah gives birth to a healthy baby. Pope lies in a hospital bed and tells Tom he is now "right back where I started". A funeral for Mike is held with Hal giving a speech about Mike's bravery. Lourdes follows by singing a hymn. Margaret holds Hal's hand while Lourdes sings. after the funeral disperses Rick (Mike's son) and Ben are the only one's still there after the ceremony. Rick tells Ben that the skitters would never do "something like this to their people". And advises Ben that "like me, you should know this".
Colonel Porter returns to the 2nd Mass with orders that the resistance begin preparations to take the fight to the Skitters. Weaver orders Tom to scout out the Skitter structure and determine how best to destroy it. At the last moment, Weaver takes the place of one of the scouts and leads the group himself. Meanwhile, Pope is placed in charge of developing the explosives required to destroy the structure and Anne performs an autopsy on a the dead Skitter and makes a discovery that suggests that the Skitters were transformed from harnessed beings. While scouting the Skitter structure, Tom, Hal and Weaver discover a new alien that appear to be the leaders of the Skitters. While returning to base, they meet a strange woman that invites them into her home. Tom and Hal take up the offer while Weaver guards their motorbikes. While inside, Weaver takes off, having removed the sparkplugs on Tom and Hal's bikes. They eventually track him down to his old house where Tom finds him drinking whiskey in the backyard. Weaver explains that he had separated with his wife before the invasion and couldn't find her when the attack started. He found his younger daughter who had been harnessed and inadvertantly kills her removing it. They are interrupted when a Skitter mech shows up forcing Hal to hide and Tom and Weaver to work together to destroy it. Realising that the only person that knew where they were was the strange woman they met earlier, they return to her apartment and discover she is an agent of the Skitters who use her to capture people. While questioning her, a harnessed child turns up at the door inquiring whether anymore people have been there. The child turns out to be Karen, Hal's girlfriend but before he can do anything, Tom looks through the peep hole and comes face to face with one of the new aliens they discovered earlier. They return to the school with this news and find Pope holding a demonstration of the new bullet he made out of mech metal. He demonstrates that just one of these bullets can cause serious damage to a mech. Ricky observes this demonstration and takes off, followed by Ben.
As the 2nd Mass. prepares for a major assault, divisions within the ranks threaten to tear the group apart. Tom has difficulty processing the profound implications of Anne's latest discovery.
With Weaver leading several squads of fighters against the aliens, Tom remains behind to help protect the civilians as they evacuate. But a major breach in security endangers both the soldiers and the civilians. Tom is confronted with a decision that may lead him to discovering what the aliens want with the captured teenagers, humankind and the planet.
The Volm discover a power source for Espheni weapons and encourage Tom to seek its destruction. Hal has nightmares involving his relationship with Karen. The loyalty of the Volm is questioned. The team also discover a mole is among them.
On the outskirts of Charleston, just steps away from perceived safety, The Mason Clan and the remaining 2nd Mass suddenly find themselves under brutal attack by a new Espheni war machine - and a new, deadly creation unlike anything previously encountered. Divided like chattel and spread to the winds, The Masons must each forge new relationships and abilities to survive. Treva Etienne guest-stars.