Ben and Scott are still at work with the radios, but when Scott is left alone, he is attacked by Rick, who has seen what they're planning with the jamming frequencies. Rick is desperate to return to the aliens and to become harnessed again. Rick flees from the school, with Tom in pursuit. In the woods, Rick meets with Megan, the harnessed girl whom Clayton had dealt with earlier. Megan appears less human now, with her skin covered in skitter-like scales.
Tom catches up with Rick, who is lamenting the fact that he couldn't go back to the skitters. Not alien, and not human. What is he? Rick told the skitters everything about the mission, and now that the aliens know, Weaver and his team are basically on a suicide mission.
Tom has the civilians evacuate the school while the soldiers will try to protect it and make sure everyone else gets out safely. Meanwhile, Weaver and the team find out that the other regiments are gone and they truly are the last ones left. Weaver tells Hal to return to the school with the news that the 2nd Mass is alone in the fight.
Ben wants to keep helping Scott find the correct jamming frequencies against the aliens, and he stays behind at the school against Tom's wishes. Tom is still worried that Ben might be under alien influence, but he allows Ben to help anyway. The soldiers are able to take down one Mech with their mech-metal bullets but others are coming, and they're running out of ammo.
Ben and Scott discover the correct frequency (which hurts Ben tremendously) but they need a way to amplify the signal. Using the school's flagpole, they boost the signal and manage to turn away the rest of the Mechs from the school.
When Hal returns to share the news, Tom wants to hurry back to Weaver's group with the radio. He finds what's left of the team hurt and dying. Pope is still around helping one of the wounded, and Tom discovers that Weaver is still alive. Tom uses the mech-metal tipped RPG to blast at one of the alien ships which is returning to the structure, which causes a chain reaction that heavily damages the structure. It's not toppled, but there was a clear message in that attack.
Tom and Weaver return to the school in a truck, but Karen walks out in the middle of the road to stop them. Karen is now harnessed and speaks as a messenger for the aliens. She tells Tom that the aliens are not done with Ben. A ship lands and one of the tall, silver, bipedal aliens steps out. Karen tells Tom that they didn't expect so much resistance, which makes Tom angry.
The alien makes Tom do what it wants by threatening Ben's life. Tom is invited to join the alien, and they both go aboard the ship, with Weaver staying behind, shocked.