Once Emily was done helping the civilians with packing and getting things ready for departure, she started her search for Ben to find out what the current situation was. After a few minutes and accidentally walking down the same hall twice, she saw Ben and his dad talking, more like arguing it seemed.

"Fifteen year olds, fought in the American Revolution..Why can't I.."

"Because your my son!" Tom argued.

"That's exactly why I have to do this!" Ben yelled taking deep breaths before continuing.

"The other reasons down there." Emily didn't catch much after that because she was still a little shocked from their fighting and how negatively Ben thought of himself. Once his dad left Emily carefully, and finally, approached him.

"Hey are you ok?" She hesitantly asked watching him lean against the wall with frustration and fatigue.

"No..I don't know.."

"Well what do you know?" She questioned watching him with interest. It took a moment for him to get his thoughts together.

"That when this all blows over, I'm leaving. I can't keep putting everyone at risk."

"Ben don't think like that. Don't start blaming yourself just because a bunch of stupid aliens put spikes in your back. This whole world is filled with these things so don't go blaming yourself for the planet being invaded." Emily said trying to make him see things from her perspective. He only shook his head.

"I don't know Em. The way Karen looked at us, it scared me. I actually thought they were going to try and harness us again, because of what I know about the Rebellion." Emily put a hand on his shoulder and gave it a comforting squeeze.

"Hey..We'll get through this, together." Ben smiled and wrapped an arm around her giving a side-hug.

"Thanks Emily." Emily nodded in response and pulled away. She bit her lip wanting to tell him about how she felt but thought against it as his dad came towards them.

"Ben I need you to come with me and Weaver to check out the tunnels and see if we can find a way out of this alive." Nodding Ben shouldered his gun and followed his dad. Emily watched the chaos continue. In a way she felt almost useless just standing around watching everybody do their jobs. All she had done so far was pack a few things and run away. Personally it didn't feel very helpful. If Ben truly was planning on leaving, maybe she could go with him. Be of some use for once and help with the Rebellion. Maybe help find some answers to winning the war. Noticing a few struggling people she offered her assistance and was once again helping other grab what they couldn't and load it all. Hearing shouting she noticed Weaver ushering a bunch of people through the door and lock it up. Ben was with them so she tried to figure out what was going on.

"Where you going?" Weaver asked watching Tom walk off.

"To pay a visit to our honored guest." Was his only response.

"Dad!" Ben ran after him.

"Ben wait!" Emily shouted running after both of them. They were both walking down long hallways then turned to a room which led to a bigger room.

"Open it" Tom ordered and walked in just as the door was opened. Ben followed but Emily stayed near the two guards.

Emily watched with amazement and horror as the Overlord stood up breaking the chains that were keeping it down. She didn't realize what was happening until she saw Ben's spikes light up.

"At last we have the chance to speak again. I've been looking forward to it professor Mason." What was happening? Watching the professor look between the two she realized that the overlord was using Ben to speak to Tom. They could do that?! That scared Emily all the more making her wonder if they have her do more than just communicate between the two.

"We don't need your help solving our problems thank you" Tom said loudly breaking Emily out of her thoughts.

"Of course. Once our task here has been completed we will move on-"

"What task..why are you here" Tom interrupted "Ben".

"That is none of your concern. But, disrupting our operations and continuing to obstruct the inevitable can only result in more pain..and suffering." Emily went back to her thoughts remembering the day she was harnessed. The immense pain she felt as the bug launched it's spikes into her spine then felt nothing seconds later. Obeying their every will without a second thought. If only she had been more careful that day helping her dad find food, then maybe she wouldn't have been caught. Emily was brought out of her thoughts again when she noticed that Ben's spikes weren't glowing anymore and fell to the ground.

"Ben?!" Emily rushed forward but was held back by one of the guards that had an arm wrapped around her. She watched him gasp for breath while his nose bled.

"Stop it" Tom said to the overlord.

"Please!" He shouted this time. Looking back at Ben, Emily saw him calm down.

"Sentiment..Weakness..You are in over your head Tom Mason. Now release me before it's too late."

Emily felt pride surge in her as she watched the professor reach for his gun and shoot the fish-head in the shoulder. Watching it go down Emily ripped herself from the guards hold and ran towards Ben and Tom. She helped him up and used the sleeve of her shirt to wipe the blood off his nose.

"Thanks.." He said sounding tired. Emily smiled and helped him stand up while his Father went to get Anne. They still needed the alien alive if they were going to get out of here alive.

"Do you need anything?" She asked watching him with concerned eyes. He only shook his head.

"No I'm ok.." He replied wiping at his nose to get any blood he might have missed. That's when she heard Hal talking to someone as they made their way down the hall. Once they came into view she realized it was Karen.

"Yea well you must have missed a subatomicparticle or two cuz things haven't been going according to plan ever since have they?" Emily could see the different emotions running through Hal as he spoke to Karen.

"There are always unexpected variables that require adjustments. I made them and now you're handing my master over to me."

"Well I guess you got it all figured out don'tcha. Move." Emily smiled but it soon faded as she saw Ben and tried to fake concern. It made her want to gag. Unable to stay in the same room as Karen, Emily slipped away and found Anne and Lourdes. Lourdes looked like she was about to cry so Emily didn't say anything. She sat there silently waiting for something to happen.

Ben and the others approached, Karen wasn't with them.

"Hey what's going on?" Emily asked as she walked with the group.

"We're leaving. Now." Nodding she grabbed all of her things and joined the massive herd of civilians as trucks and cars started up and down the road. Emily walked with others avoiding awkward conversation.

It wasn't until they were a few miles out that they stopped to figure out their plan for Charleston. Emily leaned against a truck chatting with Matt and Hal. Matt kept talking about what he was going to do next time he saw a skitter making the other two laugh. It felt good to Emily, laughing at something again. It almost felt relieving. She picked up one of Hals guns and held it in her hand.

"Careful, accidentally pull the trigger and you might lose a limb, or someone else's" Emily laughed and handed it back to him.

"Do you think you could teach me sometime? To shoot?" She asked keeping her eyes on the ground. Hal seemed surprised.

"Uhh yea, sure."

"Let's move!" Weaver shouted. Emily ruffled Matt's hair and said goodbye heading towards the med bus.

"Mind if I hitch a ride?" She asked climbing on.

"Not at all." Anne replied smiling. Emily took a seat towards the back and looked out the barred window. Hearing footsteps she looked to see Tom get on and sit in front of her. He looked upset.

"Mr. Mason are you alright?" He only shook his head and wiped a stray tear from his eye. She thought best not to ask until later.

"Do you know if Ben is riding with us?" She asked curiously thinking nothing at first until she saw the way Tom lowered his eyes and gave a look of pain and sympathy.

"Ben's not coming with us.."

"What do you mean?" Emily asked getting worried.

"He left..Ben left the 2nd mass.."