[ Indistinct conversations ]

Okay, Eli. Say "ahh."

Ahh.

Don't worry.

Tongue depressors are the first thing they teach you in medical school.

When did you start to feel this way?

It's been a couple of days.

He's not eating, can't sleep.

Yeah, there's a lot of that going around.

This lantern's going out again.

Scott has some batteries in the science room...

And a stash of candy in his drawer.

Oh, suckers or gummy bears?

[ Garbled ] Gummy bears.

Okay.

Oh, it's okay. You can leave the door open.

So, his throat is clear, and his temperature's just a hair above normal, so...

What...

Shut up.

Go to your mother.

I need antibiotics, painkillers...

Everything you've got.

No.

"No"?

It took months to get that stuff.

People are depending on it.

I'm not here to argue!

The faster we do this, the faster we're gone.

Come on!

Ohh.

Oh, God.

[ Breathes unsteadily ]

Why?

[ Scoffs ]

You really have to ask?

Skitter killed a man right here, didn't he?

Kids with spikes still in their backs walking around like it's normal.

The chance of survival around here is low, and it's getting lower by the day. Come on!

You can leave. Nobody's stopping you.

It's the wild west out there.

If we get into trouble, we're gonna need something to trade.

[ Grunts ]

[ Tray clatters ]

Help! Help! In here!

[ Grunts ]

No more, Jeff. Don't hurt her.

No, no.

I'm sorry.

Come on!

Okay.

[ Panting ]

Okay. No, go this way! This way.

This is what happens when people lose focus.

They get careless.

There's no way Anne could have seen this coming.

I'm not talking about Anne. I'm talking about you.

Civilians are your responsibility.

The longer this siege goes on, the more desperate people are gonna get.

[ Gunshot, glass breaks ]

Jeff: Leave us alone! I'll shoot, I swear!

No, no, hold your fire. They've got their kid with them.

J-just go back! No one has to get hurt!

Nobody's going anywhere!

You throw out that medicine, then we'll talk.

[ Gunshots ]

Drop it or die right now!

Drop it!

I-I just want to get my family the hell away from here.

Well, from what I could hear, that's the offer on the table, as long as you leave that behind.

Who the hell is out there?!

Terry Clayton, 7th mass! Is that Dan Weaver?!

Yeah!

Well, come on up!

I'm gonna give you five seconds, and then you're dealing with them.

No, no, no. Stand down, Mike.

They want to leave.

They don't want to be here, let 'em go.

Still a free country, right?

Terry, good to see you.

Yeah. Always had good timing.

Mike, you're a sight.

Tom. How are the boys?

They're good.

You're a long way from home.

Last word was the 7th mass was holding tight outside of Wilmington.

Yeah, we were.

The 7th mass is gone.

It's gone?

Yeah. Game's changed.

Skitters hit us, and they hit us hard.

They're coming this way next.

Phillips, my second-in-command, he... he grabbed his daughter Megan and tried to pull her back, but another skitter came up behind him, and...

[ Groans ]

Anyway...

Once they had all our kids, the mechs just opened up.

And I...I just ran.

I'm never gonna forgive myself, but that's just what I did.

Terry, what else could you do?

A thousand things, probably, but thanks.

Dai: How many of you got away?

Eight fighters, half a dozen civilians.

And we just kept moving until we holed up at a farm right here... secluded, in a valley, hills on three sides.

Skitters have already swept the area twice, so we think we're in the clear for a while.

Why do you think they're coming this way?

Re-established contact with Porter last week.

He thinks the aliens are stepping up construction on their structures, looking for slave labor.

Skitters have been sweeping through here and here.

Right this way. Yeah.

We've been seeing small patrols... one skitter, one mech.

Pattern's been to ID a target, come back full force.

What are our orders?

Regroup. The 3rd mass is right here.

That is...

Right in between us and the last attack.

And they're running light on fighters and ammo.

There's no way they're gonna survive an attack on their own.

Porter has ordered them to join up with you.

Now, you're to hold this position until they arrive, and then everybody pulls out together.

How long?

I'd say 72 hours, give or take.

That's a long time to sit tight with a skitter attack coming our way.

Yeah, that's how Porter sees it, too.

So you're supposed to send anyone under 20 ahead with me.

With you?

Yeah.

Be safer at the farm, and if you do have to engage, you won't have to worry about the kids.

After the 3rd rendezvouses with you here, you're to meet us there, and...

[ Exhales sharply ]

We'll just find everybody a new place to live.

I hear what you're saying, and I appreciate the threat, but I'm not ready to give my kids up.

Clayton: I'm just conveying the order.

All right. Mike, we need to double up on perimeter security.

Dai... bike recon. On it.

You need to talk to the parents, start preparing them, just in case.

I don't think anybody's gonna go for this.

I'm not dragging anybody's kid away yet.

But if our patrols tell us an attack is imminent, a head start could save lives.

You might try explaining that to these people.

I'm not exactly impartial.

Which is exactly why you're the right one to do it.

I'll go out five Miles. Two shots means friendlies, three shots...

Not so friendly.

Good luck!

Okay, the rest of you guys, you know the drill, so spread the word.

We need to prepare for a potential fast evacuation.

Let's load the vehicles with water, ammunition, provisions... anything we can't carry ourselves.

W-what's this about an order to send our kids out ahead of us?

A precaution.

Yeah, that hasn't been decided.

Well, maybe somebody should decide it?

Meaning what?

I'm just saying there's another side to this.

Now look, skitters want kids, right?

Now our kids are a problem?

Look, they're targets. We know that.

No, we're all targets.

Look...

If you want to make this about something else, go ahead.

All right, but this man lost his entire unit, and they're coming for us next.

Maybe. Or the 3rd Massachusetts is gonna show up, and we're all gonna walk out of here together.

I hope so, all right?

Because luck has been in real short supply recently.

Hey, dad. Pardon me.

People look pretty afraid about this attack.

Comments like that don't help.

Yeah.

We've got enough to worry about without scaring ourselves. You all right? - Yeah.

Let's get started on the barricades!

[ Indistinct shouting ]

Here. Make sure Sarah remembers to take one every day.

I think she can handle it.

[ Chuckles ]

She's a good kid.

She just picked a hell of a time to be nine months pregnant.

Well, it could be worse.

Could be twins.

So you two are good friends now?

Wouldn't go that far.

She could have come to the clinic herself, but, you know, the way things are heating up, I just...

You know, she's already on edge.

I figured she didn't need to see you like this.

I heard you fought back.

[ Scoffs ]

For all the good it did.

Well, at least you tried.

You know, when you take it lying down, it does something to your head.

It's really hard to come back from that.

Trust me.

Hang on to that.

Oh, n-no.

You'll feel better just knowing it's around.

And if it conflicts with some hippocratic oath, why don't you just stitch the bad guy up after you blast them?

[ Chuckles ]

It's pretty much just point and shoot, but if you need a lesson, I'm around.

98, 99, 100, 101, 102.

You just did 102 push-ups!

I did?

Guys, enough. I've got night sentry duty.

Kind of gross, huh?

Shh!

Some of the other kids you were with said that their spikes are going away.

I know. Mine aren't.

Maybe it's 'cause the others wern't there as long as me and Rick.

Do they still hurt?

At first. Not so much now.

Sometimes I forget they're even there, and then I lean the wrong way or bend into something.

Can I touch one?

Sure?

Aah!

[ Gasping ]

Are you okay?!

[ Breathing heavily ]

[ Laughs ]

You jerk! That wasn't funny!

Sorry, sorry. I couldn't help myself.

[ Laughs ]

Ben? Mm-hmm?

What was it like... With the skitters?

What do you want to know? How they smell?

No, I'm serious!

Did they talk to you?

Not like you think. It was... you don't exactly have your own thoughts when you're with them.

It's not like you're thinking.

At least not the way you normally do, so...

[ Inhales deeply ]

It's more like someone's thinking with you.

Um, remember when we went camping with dad and you weren't feeling well?

You were hungry and you were thirsty and your stomach hurt.

Well...

Imagine if dad knew everything you wanted before you even asked for it.

You must have been scared.

When they first caught me, I was never more afraid in my entire life.

But after the harness, it wasn't so bad.

Did you miss us?

I don't know.

In some bizarro alien way, I think the skitters actually cared about us, you know?

They weren't monsters.

There were our family.

I know it sounds weird, but...

Sometimes I still miss that.

You know, I'm not sure what scares me more sometimes, Weaver or the skitters.

He's a hard man to like, but he is trying to protect us.

Fighters, maybe.

He's had a problem with the civvies from day one.

I don't care what's coming, they're not taking my daughter from me.

Get away from that door.

You all right, doc?

Yeah. I'm... I'm fine.

You're all done.

Just keep it clean, and I'm gonna check on it in a couple days.

Thanks.

Come on, sweetie.

My turn?

Were you waiting out there?

Yeah. You got a sec?

Just.

Stress level in camp's hitting 10.

I've seen bumps and cuts... you name it.

You all right? You're not sick?

No, no, no. No, I'm fine. It's just, uh...

Um...

[ Sighs ]

You can think of me as your doctor, if you want.

Anything you say stays between us.

It's Ben.

Something's up with him.

You know, I mean, I know what all he's been through and everything.

And it's not that. It's like...

He's just not acting like himself.

Like how?

Like he just did 100 push-ups without breaking a sweat.

I mean, he'd have been lucky to hit 10 before the attack.

We don't know what they had him doing all those months.

No, I know.

It's just, uh...

It's just hard to explain it if you didn't know him before.

He was, um...

My bratty little brother.

[ Laughing ] You know?

He was my bratty little brother that was twice as smart as me.

And now...He's like...

A grown-up?

No, he...

A different kid.

Green light!

Red light!

Green light!

Red light!

One of the upsides of losing our electronics... no video games.

Got to make do with old-fashioned imagination.

How are you feeling?

You should see the other guy.

Sorry that I didn't come by last night.

Things got a little crazy.

I know.

[ Grunts ]

Oh, I always hated moving.

I don't see Ben.

Well, he's inside someplace.

Either packing or probably got his nose stuck in a book. Why?

Well, I'm his doctor.

Doctors are supposed to follow up.

How does he seem to you?

He seems 14, a little shy.

[ Grunts ]

Man: I need you two to help me with the barricade in the back.

I'm glad. - Let's get started on that other one, too.

Man: Yeah, yeah, we're on it.

What?

I'm glad.

Do you think they can, uh... do you think we can stop them?

No, this is all about just slowing them down, buying us enough time that we can get everybody out through the tunnel.

Hold that.

[ Grunts ]

Phew.

What about Clayton's offer?

You're thinking about it, aren't you?

I'm trying not to.

See, the thing is, I can't figure out if I'm resisting because I want to protect my kids or if I'm just being selfish because I want to keep them close.

Tom, if... if it doesn't feel right...

Well, that's what makes this so hard.

I honestly don't know.

Man: All right, why don't we head over there?

How many people have we got to handle perimeter patrols?

Enough, barely.

We were 12 hours on, 12 off.

We still couldn't cover all the access points.

What do you need, Jimmy?

I-I want you to put me back in the rotation.

I heard you talking. You're short-handed.

Kid, there's plenty of non-combat work to be done before we're ready to move.

I'm not like all the other kids.

Y-you don't need to send me away.

I can take care of myself.

I'll tell you what, Jimmy.

Parker's all alone out at South post tonight.

I'm sure he could use some company.

Y-yes, sir.

He's a good kid.

Yeah, and he should be in junior high school with his arm around a cheerleader, not fighting a damn war, but there it is.

I think I'm gonna go find some more crates.

You're gonna be okay.

[ Sighs ]

I'm supposed to be the one taking care of you.

Damn it.

[ Gun clicks ]

See?

[ Gun cocks ] It's just like that, only a lot louder.

Shouldn't I, I don't know, like, take a stance?

You're not the Terminator, honey.

You're just looking to protect yourself.

That's it.

Keep your wrist loose

'cause this sucker's got kick.

Where should I aim?

In front of you.

Okay.

I'm sorry. It's not easy.

I never said it was.

At least, not the first time.

Yeah, just imagine that some... you know, someone or something is coming at you.

Imagine that someone you love is about...

[ gunshot ]

There you go.

Oh! Ah!

Oh.

It's not bad, right?

Okay. Do it again.

I never liked guns.

Neither did I.

And after a couple months, it's as comfortable as a credit card.

Don't leave home without it.

[ Both laugh ]

I can only tell you what's worked for us.

[ Coughs ] I don't have kids, so I can't even pretend to understand how you feel especially now, when you've got all these people thinking that our kids are the enemy!

No, you see, you've got them thinking that.

I'm trying to get them to think about the safety of their kids instead of their own comfort.

This is a temporary measure, folks, until... until what? We're attacked? Then what, Terry?

You think the skitters are just gonna give us a pass? - I never said that!

Whoa, whoa, whoa, whoa! Hey, hey, hey!

What's going on?

I know that a lot of you have lost your children.

Okay, don't think that my heart doesn't break for you.

But please imagine that you still have your child.

Would you let anyone take them away from you?

Hey, that hasn't been decided yet.

Everybody here wants the same thing... our kids to be safe.

They'll never be safe!

Safe is over!

We could die any day.

And if that day comes, I'm gonna be by my daughter's side.

I don't want anybody to die.

This is about what it's gonna take to survive. - Yeah?

Well, I swear to God, anybody tries to take my little girl... hey, don't you forget who the enemy is.

[ Sighs ]

Everyone here has had to make hard choices just to make it this far. And we're gonna make more.

But if we fall apart now and we start turning on each other, then it doesn't matter when the attack comes

'cause we've already lost.

And who's gonna decide what we do if they attack?

Weaver?!

No. I will.

[ Dog barking in distance ]

[ Clatter ] Hey!

Take it easy, Parker. It's just me.

[ Laughs ]

Look who's got a gun.

It's pretty creepy out here, huh?

Yeah.

That's the feeling of skitters coming our way.

Yeah. I was, uh... I was talking about you.

[ Chuckles softly ]

You can pick up where O'Neil left off.

O'Neil plays for crap.

[ Barking continues ]

U sure you want to do that?

Checkmate in three.

[ Thudding ]

[ Whirring ]

[ Machine-gun fire ]

That's mech fire.

Where?

I don't know, but that's close.

They're here!

Keep it together! Everybody stay inside!

If you get the order to move, get ready to move.

[ Metal creaking ]

[ gasps ] Parker?

Parker!

Parker! Aah!

[ Grunts ]

[ Grunting ]

[ Machine-gun fire ]

South?!

I think so.

Jimmy went out tonight, South post!

Mech! There's a mech!

Somebody!

[ Machine-gun fire in distance ]

Mech!

No!

Mech!

Mech!

[ Breathing heavily ]

[ Skitter screeches ]

Clayton, Mike, go find the mech!

[ Machine-gun fire ]

Jimmy! Jimmy!

Any sign of him?

No.

[ Grunting ]

[ Screeches ]

[ Screeching ]

[ Gunshot ]

Skitter!

The mech's retreating!

Skitter! Help!

That's coming from inside.

Fighters got the mech. Let's go!

Skitter!

Take the hall. Go. Go!

Skitter!

[ Clicking ]

[ Screeches ]

[ Clicking ]

[ Hisses ]

[ Gun clicking ]

Come on!

[ Rifle cocks, shell casing clinks ]

Jimmy?

Jimmy.

[ Whimpers ]

Come here.

Are you all right?

Whoa.

It's okay.

It's okay, son.

It's all right now.

It's all right.

And I was running, and it was right behind me. And I went inside, and I...

Steady, let me check you out.

I-I-I knew I had to pull out the gun, so I pulled it out, and I fired... bang, bang, bang.

And I was out of bullets. And then I... I can't stop talking.

Am I in shock? I bet I'm in shock.

Well, if you were a little older, we'd give you some whiskey.

Oh.

[ Door open ] I can't... it's okay. Just take it easy.

I'm telling you, we got lucky taking out that mech.

Damn lucky. Any more patrol ships, signs of skitters?

Not yet.

Well, we might have dodged a bullet on that one, at least long enough for the 3rd mass to get to us.

Yeah. Same thing happened with the 7th.

One skitter, one mech.

Scout patrol sniffing us out.

[ Sighs heavily ]

How long till the next wave?

Long as it takes them to figure out that skitter's not coming back.

Right.

We need to reconsider Clayton's safe haven.

This skitter attack isn't theoretical anymore.

I know.

[ Indistinct conversations ]

Why don't you take one and get out of here?

What's your problem?

I'm not standing in line with this razor-back.

Ones like him are the reason the skitters are coming.

I'm gonna check on your brother.

Which one?

The one about to get his ass kicked.

Hey, take what you want.

Hey. You got a problem?

No problem.

Just glad we're not bringing these harnessed kids back to the 2nd mass.

Oh, nobody's stopping anything.

Soon as we get the drugs Dr. Glass needs, we're gonna rescue as many of them as we can.

You're just inviting a skitter attack.

See, the skitters should know by now... anybody that messes with our families gets their asses kicked... By me.

[ Chuckles ]

All right. All right.

Dad?

Hey. Hi.

What are you looking for?

Oh, a necklace that belonged to your mother.

Gonna wear it?

No, I'm just making sure it doesn't get lost if we have to move fast.

Dad, listen, um...

I-it's okay.

I want to go.

Go where?

With that guy, Clayton.

Um, you're worried about what could happen to us if the skitters come... because of what they did to me.

Now, Ben... you have to be ready to fight if they come.

You can't do that, not really, if we're here.

I've been thinking about something you told us about World War II England.

During the blitz.

Yeah, the, um... the Germans were bombing London, right?

Yep, and the English sent their kids away to the country to keep them safe while the parents stayed behind.

I'm not sure that this is the same thing.

Well, nothing is.

[ Sighs ]

I want to ask you a question, and I want the truth.

Are you...

Are you happy that you're back?

Of course.

Um...

A-are you glad you found me?

[ Scoffs ]

More than you'll ever know.

Then let us do this for you.

[ Indistinct conversations ]

Everybody!

I've decided to send Matt and Ben along with lieutenant Clayton.

It'll put our kids a few hours ahead of whatever else is coming, and I think that that's a good thing.

By tomorrow, the 3rd Massachusetts will be here.

And if everything goes as planned, we'll be reuniting with our kids by tomorrow night.

We just got hit by a skitter.

If they're still out there, how are you gonna get through?

We're a small group, on foot.

We'll be ahead of the main skitter force.

We'll be way under their radar.

If you're not?

And they're gonna have a security detachment with them.

O'Brian, Fuller.

I'd like Mike to come, too, if that's all right.

We go back.

Okay.

We know the skitters aren't after the youngest ones.

The rest will go because our kids are our future, and their safety has got to come first.

So pack them up. They leave in an hour.

[ Indistinct conversations ]

That's six flags?

Where did you get that?

Had it on me when the skitters took me.

They didn't take it. Forgot I even had it.

Remember that day?

[ Scoffs ] Remember? You threw up on me.

Then Matt threw up on me.

It was one of the most memorable days of my life.

At least dad didn't throw up on you.

I don't know, he was looking a little green at that supersonic.

[ Laughs ]

You look like her.

That's what everybody always said.

Take it.

Why?

Hold on to it for me, till you come back for us.

[ Motorcycle engine revs ]

Hi, dad.

Hey. Thought you weren't on sentry duty until tonight.

Actually, I, um, got Ryerson to take my watch.

What's going on?

I've been thinking, you know, maybe I should go with Matt and Ben.

I'm worried about them, too.

But I think between Mike and the escort, they'll be well-protected.

Oh, it's no big secret that Ben and I never really got along.

Fought like cats and dogs is more like it.

But brothers are like that.

That morning, um, you were, you know, still asleep, but... but Ben and I got into it.

You know, the morning mom went out to get food with Dr. Harris.

I didn't know that.

No big deal.

You know, she just, uh, she broke us up like she always did.

But she told me something... that she knew we were different, and that'd probably never change, but, you know, we had to put that behind us.

We had to start looking out for each other.

[ Clicks tongue ]

That sounds like her.

When we got Ben back, I...

I felt like I, uh, kept this promise to her.

I think if she was here right now, you know, she'd... she'd want me to go with them.

You sure about this?

I am.

Your mom was very proud of you.

She told me to keep an eye on you, too.

How's that going?

It's a work in progress.

[ Birds chirping ]

I'm gonna come for you as soon as I can.

I promise.

[ Smooches ]

I-I just wanted to say thanks... for giving me another chance.

You stay frosty, soldier.

So, you want to go west to here. You want to skirt this road.

Stay away from the river, of course.

And you're gonna come through here, and we're right there.

Okay. Mm.

Got it. Wait for us. We'll be there.

See you soon. Good luck.

Thank you. Let's go.

Here.

I told you to hold on to this.

Well, I decided to come with you.

You might as well hang on to it yourself, dumbass.

You're coming? Yeah.

I'll get 'em there and stay with 'em until you can catch up.

I don't want to go, dad.

I know you don't, but it's just gonna be for a few days, maybe less.

It's gonna get better.

"It's gonna get better"?

That's the best advice a college Professor can pull up?

It's the best I've got right now.

Be safe. I love you.

All right. On me.

Okay.

[ Birds squawking ]

All right, we're gonna go up through here.

Stay on the path.

Lieutenant Clayton.

Yeah?

Aren't we supposed to turn north right here? - No, we're gonna turn here instead.

I mean, I don't want to take the crossing with all the kids. Do you?

Go through here, we get to stay in the woods.

All right. Cool.

Everything all right?

[ Insects chirping ]

Hal: How you doing?

All right.

Good work.

Let's get everybody to bed, and we'll do the tour in the morning.

Through here.

Clayton: Hello, Eli.

Where are my mom and dad? The man who found us said I could see them today.

Oh, you can see them right now, if you like.

All right.

Here, let me take that for you.

My name's Megan.

What's yours?

Eli.

Eli.

I really like your name, Eli.

I can take you to your family, Eli.

I... that... that's okay.

I don't need to see them right now.

We could go in the morning.

It's better if we go now.

They're waiting for you, Eli.

I don't want to!

[ Whirring ]

[ Groaning ]

[ Chittering ]

You're late.

You have to be somewhere?

Yes. How many did you get?

Enough.

We done here?

Yes. And you'll bring more in two days?

That's the deal.

[ Chittering ]

[ Man coughing ]

Well, it turns out you weren't lying after all.

There were a lot of kids in that school.

I half expected to find the place empty.

I knew it was a good idea to keep you alive, Pope.