In hyperspace, the Earth Alliance Resistance fleet and its alien supporters meet for the push to Mars. The mortally wounded Ivanova (Claudia Christian) is comatose, watched over by the devoted Marcus Cole (Jason Carter). Delenn (Mira Furlan) informs him that the transport is ready to take her to Babylon Five, and he reluctantly assumes his post. On Mars, Doctor Franklin (Richard Biggs) and Lyta Alexander (Patricia Tallman) are coordinating with Number One (Marjorie Monaghan) of the Martian Resistance. Thirty coffin-sized cases, disguised as provisions, containing telepaths that were altered by the Shadows, come in to be transported to the Earthforce ships loyal to President Clark. Garibaldi (Jerry Doyle) is on the Martian surface, coordinating advances on ground stations. At Ground Station Alpha, Earthforce is on watch. The commander is unable to contact Station Bravo. One of his officers pulls a weapon on him as Garibaldi and his team break in and subdue the remaining officers. If the other teams are successful, they control the Spaceport. The shuttles with their deadly cargo take off and will deliver it to the destroyers in 45 minutes.

From the bridge of the Agamemnon, Captain Sheridan (Bruce Boxleitner) contacts the fleet with the battle plan. First Mars, then Earth. All the officers are humans, the aliens waiting in the wings. In Mars orbit, the last of the loyalist ships receive the shipments. The flagship is the Apollo, commanded by General Robert Lefcourt (J. Patrick McCormack), Sheridan’s mentor, who believes in loyalty to the President, no matter what. Thirty-five destroyers are ready.

Franklin applies a psionic amplifier headpiece to Lyta. Marcus Cole can’t stop thinking about Ivanova. The data comes in from Garibaldi at Station Alpha. The data he sends to Cole is that required to jump directly into an atmosphere. The White Star appears above the spaceport and opens fire. Lyta stands and looks out in space. Her eyes turn black as she reaches into the cryo units, awakening the Shadow-altered telepaths. They merge with the ship and take control of it. They can disable as many as thirty destroyers without having to kill the crew.

Sheridan hears that the telepaths are activated and orders the main assault. Most of the Earth fleet’s computers are dead, along with communications. On a Minbari ship, Delenn reports that the telepaths did their job. Sheridan orders the White Stars to attack the few Earth ships that were not disabled, crippling them. Though the telepaths fight back with arcs of electricity, they are killed, but it is too late, and the Earth fleet is out of combat. The Battle of Mars is now over. Sheridan orders Delenn and the aliens to remain at Mars, and the White Stars move on to Earth. Cole does research on Franklin’s alien life-transferring machine and orders a shuttle prepared. Delenn tells Sheridan that Cole is AWOL and headed for Babylon Five. He has no time to pursue Cole and orders the final jump. The President engages the planetary defense grid. Earth Resistance takes action. Senator Crosby (Carolyn Seymour) marches on the President’s office.

Senator Crosby sends a transmission to Sheridan. Clark has committed suicide but had programmed the defense grid to fire on Earth. Sheridan orders all ships to attack the defense grid. Finally, to save the North American Eastern Seaboard, Sheridan orders the Agamemnon to ramming speed. But the Apollo, under the command of loyalist Lefcourt, appears and takes out the last part of the defense grid. Franklin heads for Babylon Five to stop Cole. The real ISN is on the air, describing the imprisonment, torture, and death they endured, and reporting Sheridan’s victory and the liberation of Earth. On Babylon Five, Cole’s lifeforce is transferred to Ivanova.

This is the first and last physical appearance of President Clark and he does not speak. Richard Biggs asked to do the fight scene himself and accidentally knocked out a stuntman. The group’s callsigns are from Snow White. Garibaldi is Grumpy. Sheridan has a number of Sheridanesque speeches. Marcus Cole’s scheme to save Ivanova was set up three seasons ago. Black-eyed Lyta saves the day. The Minbari save Earth. The loyalist Lefcourt turns at the last moment, when there is no longer a President to be loyal to after turning to scorched earth. The telepaths, which the Shadows turned into monsters, saved mankind and never knew it. Lots of good stuff.