episode written by Mark Edens and Brooks Wachtel

Quick summary: The ExoFleet is having success in its campaign on Venus. James Burns leads the Venus resistance in an attack on Vesta, and he is severly wounded by Draconus in the process. Knowing that the ExoFleet will take the city, Draconus orders Thrax to detonate a hydrogen bomb, but after much thought Thrax does not obliterate the city. Phaeton arrives with the Olympus Mons II to prepare a counterattack.

Significant events, revelations, and other notes:

• The ExoFleet assault on Venus is going successfully.
• Just as on Mercury, Phaeton does not send any reinforcements. Draconus declares that he intends to retake Venus, but if he didn't have enough troops to hold it, how can he expect to retake it?
• James Burns, Nara's brother, gets severely wounded.
• Takagi returns the favor by sparing Thrax's life. For their first encounter see "The First Step".

Great Quotes:

• Takagi chides Bronski as they land to rejoin Able Squad:
  Takagi: "That was great, Bronski. You had that gun ship right in your sights. Too bad it was ours."
  Bronski: "Hey, I knew it was a friendly. Why do you think I missed?"

• As Draconus prepares to leave Vesta on his shuttle, he tells Thrax to detonate the bomb that will obliterate the city, which prompts:
  Thrax: "Should I rendezvous with the shuttle after I set the detonator?"
  Draconus: "By all means, try." (Thrax leaves)
  Creon: "Do we really wait for him?"
  Draconus: "It would be a long wait. There is no timer, the device will explode when he turns the key."

• When Thrax decides to not detonate the bomb, he says:
  "No. I joined this war for justice for the Neo sapiens. I will not destroy just for the sake of destruction."

• After Takagi has disarmed Thrax, Thrax turns around.
  Takagi: "I know you."
  Thrax: "It's not true, then, that we all look alike to Terrans."
  Takagi: "You were on Mercury, you let me live. Why?"
  Thrax: "It seemed like a good idea at the time." (puts his arms down and walks away)
  Takagi: "Halt! Don't make me fire."
  Thrax: "No one makes you fire. It's a decision you make for yourself. And you have to live with it."
  (Takagi puts his gun down as Thrax enters his e-frame and takes off.)

• When Thrax is later brought to Draconus:
  Draconus: "There was no explosion, Thrax. Vesta has not been destroyed."
  Thrax: "I armed the device, sir. Perhaps the Terrans found and disarmed it before it exploded."
  Draconus: "I see. I would have taken your life for disobeying my orders, but for lying to me I will make you regret that you ever existed."
  Thrax: "Yes, I disobeyed. Even in war there are some things a soldier must not do."

• Draconus asks Phaeton if he is bringing reinforcements:
  Phaeton: "I am bringing a single ship."
  Draconus: "What good is one more ship?"
  Phaeton: "It depends on the ship." (gigantic ship arrives)

Long Synopsis:

Neo sapien ground forces on Venus are retreating from an aerial assault by Able Squad and a few other e-frames, and we learn from J.T. that all Neo sapien forces on the planet are retreating. Marsh decides to not pursue, but rather demolish the weaponry and equipment that the Neos left behind during their withdrawal.

Marsh reports to Winfield that the Neo counterattack has been broken, and says, "it isn't a retreat, they're running." Winfield orders Marsh to go support ground troops trying to take Mount Artemis. Winfield then has the Resolute II fire from orbit on Fort Elizabeth, and Avery Butler observes, and then has his company begin a long range assault. Draconus abandons the fort, leaving orders to hold out as long as possible, saying that he will strike at the heart of ExoFleet.

Able Squad is enjoying a rest in a Venusian forest (while waiting for the artillery to do its job on the fort), and Nara is busy trying to contact her brother in the resistance, but with no success. Torres approaches Weston and asks her to modify some Neo missiles to work on her own launcher. Weston tells her, "I'll try. I guarantee it'll blow something up." to which Torres responds, "Just as long as it isn't me."

James Burns sees Draconus' hoverplane land in Vesta, and he vows to not let him leave. As he and his fellow resistance fighters frame up, he hears his sister's attempts to contact him. James notes that he can't stop now, and has Krueger (who has an important role in "Ultimatum") switch communications frequencies.

Draconus is busy giving a speech to some apparently recent recruits. His audience seems to be filled with mechanics and police officers. When he asks if any of them have had combat experience, Thrax speaks up. Draconus remembers him, and the events at Mercury (see "The First Step"). He promotes Thrax to garrison commander and leads him trough the command complex. On the way Thrax observes that Draconus' staff acts like they have already been defeated, destroying records and codebooks. Eventually the two arrive at a hydrogen bomb, which Draconus orders Thrax to detonate if the ExoFleet does take Vesta. Draconus gives him the key to it and tells Thrax that he will have half of an hour to get outside the fifty mile blast radius, which will kill thousands of Terran laborers.

The resistance attacks Vesta, and gets within the city's perimeter. They destroy Draconus' hoverplane, and then begin to wreak havoc in general. James tells his compatriots that when they find Draconus, he wants to handle it personally.

Meanwhile Nara is still frustrated by James' refusal to answer her. Marsala observes that he may want to fight by himself, and it is that which worries Nara. Torres compliments Weston on her adaptation of the Neo missiles. As Marsh, Bronski, and Takagi land to join their fellow squad members, Kaz is busy heckling Wolf. Bronski responds to Takagi's comment, "That was great, Bronski. You had that gun ship right in your sights. Too bad it was ours." with, "Hey, I knew it was a friendly. Why do you think I missed?"

Nara tells J.T. that recon reports heavy fighting in Vesta. J.T. responds that Winfield declared Vesta an open city, and that they (James included) have orders to not attack the city. Nara knows her brother won't let anything prevent him from getting Draconus. Marsh asks her, "Well what do you want me to do? Help James, or arrest him for disobeying orders?" to which she replies, "Either way, he'll be alive." Marsh asks for Marsala for his opinion, he says personal concerns shouldn't interfere with military decisions (which angers Nara) but that reconnaissance is one of their major functions, so perhaps they should go to Vesta for that purpose. That reason is good enough for J.T., who gives the order to frame up.

There is still fighting in Vesta. Thrax is in an e-frame, and is leading an assault that is pushing the resistance back. James stumbles upon Draconus' shuttle, and he takes heavy damage from the Neos guarding it. Draconus joins the battle in his own e-frame, noting that the resistance is trapped and can be destroyed. James notices Draconus and fires at him, hitting instead another nearby Neo frame. A near miss from one of Draconus' missiles throws James a good distance, and he is forced to exit his e-frame. As Draconus is about to finish James off Able Squad arrives, forcing him back.

Thrax barely misses Bronski, angering him. Bronski tries to follow Thrax, but crashes after being unable to match a maneuver through a hangar. Thrax then notices Draconus exit his e-frame (which Marsh had previously hit with a missile) and so he picks him up and drops him off at his shuttle. Draconus declares Vesta lost, and tells Thrax to carry out his orders. Thrax asks, "Should I rendezvous with the shuttle after I set the detonator?" to which Draconus responds, "By all means, try." When Thrax leaves Creon asks, "Do we really wait for him?" and Draconus says as he enters the shuttle, "It would be a long wait. There is no timer, the device will explode when he turns the key." The shuttle then takes off, and leaves.

After destroying an e-frame, Takagi notices another (Thrax) leave the battlefield. Wondering what he's up to, Kaz follows. Thrax enters the dome, lands, and then runs toward his destination. Kaz lands soon after. Thrax enters the chamber with the bomb, pulls out the key, and inserts it. After turning the key (apparently not far enough), Thrax removes it, saying, "No. I joined this war for justice for the Neo sapiens. I will not destroy just for the sake of destruction." as he crumples up the key.

Thrax leaves, and is surprised when he sees the exofighter. He reaches for his gun, but Kaz already has his own pointed at him. Kaz takes Thrax's gun, and is shocked when he sees his face and says, "I know you." Thrax notes, "It's not true, then, that we all look alike to Terrans." Takagi says, "You were on Mercury, you let me live. Why?" Thrax simply states, "It seemed like a good idea at the time." and then puts his arms down and walks away. Kaz is somewhat puzzled, but then shouts, "Halt! Don't make me fire." Thrax says to him, "No one makes you fire. It's a decision you make for yourself. And you have to live with it." Takagi puts his gun down as Thrax enters his e-frame and takes off.

The rest of Able Squad is busy subduing the few remaining Neos. At one point Torres prevents Krueger from killing some that have surrendered. Marsala and Nara finally find James, who is badly wounded.

Draconus' shuttle docks with the flagship of the Venus fleet. They are about to leave when Draconus learns that Thrax is also returning to the fleet. When Thrax is brought to the bridge Draconus says, "There was no explosion, Thrax. Vesta has not been destroyed." Thrax tells him, "I armed the device, sir. Perhaps the Terrans found and disarmed it before it exploded." Draconus gets right in Thrax's face and says, "I see. I would have taken your life for disobeying my orders, but for lying to me I will make you regret that you ever existed." Thrax tells him, "Yes, I disobeyed. Even in war there are some things a soldier must not do."

As Draconus angrily orders Thrax's removal, a holographic transmission from Phaeton comes through. Draconus declares the situation temporary, but Phaeton says that he is arriving to take command himself. When Draconus asks if he has brought reinforcements, Phaeton tells him, "I am bringing a single ship." When Draconus asks, "What good is one more ship?" Phaeton answers, "It depends on the ship." The transmission ends and a ship is detected. It is so huge that one of the bridge officers states that it must be a sensor malfunction. An exterior view shows the ships arrival (it is the Olympus Mons II) and it does indeed dwarf all the other Neo sapien ships.

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