- here, gremlin. - yeah. we'll fly up in october. that would be great. yeah. hey, mom, you wanna talk to charlie? charlie. hello. charlie, say hi to grandma. no. okay, i'm sorry, mom. she's zoned out. i know. we've cut back. mom, the kids are great. [door opens] hey, you're home early. mom, call you back. you okay? - we need more water. fill the sinks and tubs. we don't have much time. - ben, stop. it's happening, isn't it?

- bass, why don't you just call her? - call her? nobody calls anybody anymore. come on, man. she's 22. she doesn't even talk on the phone. - wow. - what, you wanna give me some tech advice, huh? you with your big fat casio '80s brick phone. - yeah. [cell phone rings] it's my brother. benjamin, what's up? - where have you been? - what's going on? what's the matter? - i've been calling. where are you? - she's sending photos. - we, uh, went out, had a few. we're on our way back to base. what's going on? what's wrong? - listen to me very, very carefully. - look at that. - shh, shh, shh. - it's all gonna turn off. - what? - it's gonna turn off, and it will never, ever turn back on. - what's gonna turn off? what are you talking about? - everything. everything's gonna turn off. [call cutting out] - ben? did i lose you? - no, no, no. - miles. [electricity crackling]

[tires screech] [danny cries] - what the hell is going on? [woman shouts distantly] [distant shouts]

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- what you gotta understand plus a valuable coupon. is things used to be different. we used electricity for everything, for our computers, our phones, even to grow food and pump water. but after the blackout, nothing worked. not even car engines or jet turbines. hell, even batteries. all of it gone forever. people starved. sickness without medicine. fires without fire trucks. governments fell. militias rose up.

if you were smart, you left the city. if you weren't, you died there. so what the hell happened? what caused the blackout? so what does everybody think? i know that learning isn't as cool as bow hunting or whatever, but still, this should bother you. physics went insane. the world went insane overnight, and nobody knows why. - hey, ben! - hey. morning, caleb. - morning, ben. [dog barks, sheep bleat] - morning, aaron. - hey, ben. - you look terrible. - i was up all night. had a menage-a-raccoon in my backyard.

hmm? - seen charlie and danny? - they left early. they said they were going hunting. - better be. - take a look. - charlie, how 'bout we actually go hunting for once? - no one's stopping you.

really? - the freezer, it doesn't work. it's all gonna melt anyway. - whoa, slow down, kiddo. i want you to really, really remember what it tastes like, okay? - [coughs] - danny? - [gasping] i'm fine, okay? - you're not fine. you're having an asthma attack. - i can't breathe! [gasping]

- all right, now suck this back. doctor's orders. - maggie, this is awful. - yes, it's for the asthma. - you were supposed to watch out for him. - i'm sorry. - you know that road's not safe. - i know. i'm sorry, really. it's just-- - go on. - nothing's safe. everything is off-limits. - i am just trying to look out for you. - i don't need you to. i mean, dad, if it was up to you, you wouldn't even let us leave our street. - fine, you know what, then wander off into the the wild blue. get your throat slit by bandits or get yourself lynched by a militia. does any of that sound good to you? - it's not all like that. - i don't know, it can get pretty rough out there.

- there's other towns like ours, right? other people? - trust me. there is nothing worth seeing, not anymore. - look, i was your age once. i get it. but he's right. things are-- - excuse me, is she a part of this family now? is that what's going on here? she hops into bed with you, and, what, that makes her mom? - no! your mom is gone. she died out there. you wanna end up just like her? i'm sorry. charlie, i didn't--

- here we have some mint. look at this. what we're gonna do is we're gonna rub it between our fingers like this. [dog barks] okay, honey, i need you to go with your mom now. - all right, y'all, come on. come on. - take it. take it. - no-- - don't let anybody know that you have it. if anything happens to me, just do what i told you.

stay off the road, they're gonna be looking for it. keep it safe. do you understand? - ben, nothing is gonna happen to-- - aaron, please. - my god. what a beautiful village. - this must be a mistake. we already paid our spring taxes. - oh, it's not about your crops. we're not here with the local garrison. do you know a ben matheson? - you're looking at him. what's this about? - miles matheson. he's your brother? - that's right. - where is miles? - i haven't seen him in years. what's this about? - i'm here under the orders of general sebastian monroe himself. he personally asked me to find two men. you... and your brother. - hold on just a second. - i'm gonna have to ask you to come with us under the authority of the monroe republic. - why?

- do i have to repeat myself? - i just don't understand. - here's what you need to understand. i have been searching for you for a very long time through mud and filth, away from my home and my wife and my bed. so i'm in a mood. i'm sure you can understand that. so do yourself a favor and climb in that wagon, or so help me, i will conscript all of your children, and i will reeducate them until they no longer remember your names. are we clear? - may i have a moment? maggie, i'm gonna go with them. - no, you can't go. - i need you to look after my kids. - no. - it's gonna be okay. - no, you won't come back. - maggie, it's okay.

- ben, no, it's not going to be okay. - you can't take him. - danny, stop. - i suppose this is your boy? - my dad, he didn't do anything. - danny, put it down. - we don't want any trouble. just go, please. - easy now. - danny, look at me. - tell him to put his gun down. put his gun--tell him to put his gun down! - danny, i said put it down. - kid's got a point, ben! how 'bout they put theirs down? - sir, owning a firearm is a hanging offense. - so go hang yourself. - caleb. - think about it. - i swear to god, i'll shoot him. - put it down. - can you just leave us alone? please, just go. just forget about it. - danny, listen to me. - put it down! - tell him to stop. - you need to do what they say. - put it down! - stop, stop. - back up! [gunshot echoes] - ben! [screaming] - aah!

- enough. - come here. - dad! dad! dad! dad! - please, no! no! no! - dad! - danny! - dad! dad. what happened? what--what happened? - danny's gone. - danny's gone? who-- - militia. militia took him. - okay, okay, what do we do? what do you want me to do? - listen, my brother miles is in chicago. at the grand on walton place, miles is there. he can get danny.

you need to find miles. - dad, no. no, we'll catch the soldiers. we can go right now. we'll take him back. - no, no, they'll kill you. - but you're gonna come with me. okay? you're gna come with me. - i can't. - yes, you can. please, please. - listen to me, charlie. you're strong. you're so strong. you're like your mom. you can do this. you have to do this.

- at least wait till tomorrow. you need to sleep. - i'm wasting time. this doesn't make any sense. why would they take danny? - i don't know. i guess we'll know when we find him. - maggie, that's, uh... that's really nice of you, but they need you here. - james can take over as town doctor. - i'll be fine. - maybe so, but i'm still coming with you. - you don't seem to understand. i don't want you to come. - and i don't think you understand. i'm not doing this for you.

- you have got to be kidding me. - uh, your dad was my friend. i am going too. - aaron, i mean, come on, you're afraid of bees. - i'm not afraid of bees. i am allergic to bees. there is a big difference. - well, it's your funeral. - probably, yes.

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- son, i'm sorry you're mixed up in all this. but you gotta understand,

if i couldn't have your dad, i had to take you. couldn't go back empty-handed. but make no mistake. it's a mess. bad news for everyone. go. to tell you the truth, when general monroe finds out, he's gonna be irate. might even have my head. - let's hope. - let's not forget, you drew first. that puts your daddy's blood on your hands, son. hi, boy. how's my good boy? [clicks mouth] yeah, you want food? good boy.

- you know, a walk like this, i counted on sore, but not on the, you know, chafing issues. so this brother, miles, what do we know about him? how do we know that he can help us? - all my dad ever said about him was that he's good at killing. - oh. that's comforting.

- you know, most people just say good morning. - i was, um-- good morning. - 'morning. i'm nate. - charlie. - where were you headed, charlie? - none of your business, nate. - that's true. - i'm gonna get some water.

- where have you been? - just getting some water. - aaron, maybe we should camp somewhere else. - no, come on. they usually hide a doctor's kit up front. good meds. - how do you know? - i, uh, owned one, a plane. - seriously? - yeah. i used to work at this place called google. - that was a computer thing, right?

- now...it's nothing. $80 million in the bank, and i would trade it all right now for a roll of charmin. [screw clatters]

[pipe squeaking] - wakey, wakey. - ow! - don't. - you know, you folks should be more careful. i hear there's all sorts of bad men out there on the road. - look, man, just take whatever you want and go. - are you giving me orders? - hey, take it easy, look. side pocket. - oh-ho-ho! you like to have a good time? that's lucky. 'cause we like to have a good time too.

- no! no! - no! no! - hey, leave her alone! - wait your turn. - [screams] - [coughing, choking] what's in the whiskey, bitch? - [screaming] ♪ ♪ ♪

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new yoplait greek 100. - so, nate, was it? where are you headed? - chicago. hoping to get on a fishing crew. you? - we're headed to chicago too. - charlie. - look, we have food, and i do kinda owe you. - can you give us a minute? charlie, i'm telling you, you can't trust anyone. - is that why you carry poison whiskey?

they can't all be monsters. some people have to be all right. don't they? - [coughs] [gasping]

[screaming, grunting] - up, up, up, up. let's just keep moving, all right. - what's wrong? - i know this place. it used to be a hotel. - you stayed here? - i got married here. [overlapping chatter] - hey, blondie. - hey, little girl. come on over, talk to me. come here, come here. where you going? - excuse me.

maybe you can help me. - oh, god, i hope so. - we're looking for somebody. - and that accent. lady, you are classing up the joint. - that shouldn't be too difficult, should it? his name is miles matheson. - never heard of him. - no, he has to be here. - what do you want me to say, kid? - if you know him or if you know anyone that does, can you-- can you please let him know that his brother's dead? he was murdered by militia. - who are you? - charlie. charlotte, i'm-- i'm his niece. - okay. just you, come with me. - whoa, hey, buddy. you're not taking her anywhere.

- she's my niece. i don't know you. come on. - wait. you're uncle miles? - underwhelmed? - no, i just-- i mean, i didn't expect-- - come on. not in here. [gun cocks] - no funny business now. - no, ma'am. i'm not-- what happened? - well, if you're gonna have an asthma attack, at least you had the good sense to have it near me. here. - what is this? - you breathe it in. it stops the attack before it starts. - you're a doctor?

- it was my son's. now you wanna explain this? - i was running away from some soldiers. - monroe's boys? - yes. - did they follow you here? - look, look, i don't mean to put you to any more trouble, and i owe you already, so-- so i'll just-- i'll go. - that's it. he said to come find you and that you'd help us, and, uh... and then he... - yeah. i'm sorry. i wish i could've... - why did monroe want my dad? and why does he want you?

- monroe thinks your dad knew something. something important. and he thinks your dad told me, so i must know it too. - what? - why the lights went out. maybe how to turn 'em back on. if monroe got the power going, that would mean tanks and planes, factories. he'd steamroll the entire continent, and he'd butcher the other republics. - okay. so what do we do now? - what do we do now about what? - how are we gonna get danny back? - i didn't say i was going with you. - what? - in case you haven't noticed, i'm trying to maintain a certain low profile here. - no, look, look, i'm begging you. - your brother is bait.

you understand that? i go after it, not good for him... or for me. i, for one, would like to keep my insides on the inside. - no, no, look, i have-- i have lost everyone that i care about. my mom is dead. my dad is dead. and god knows what they're doing to danny right now. so you are gonna help me get him back. - why's that? - because we're family. - family? kid, i don't even know you. - yeah, you're right. it was stupid of me to ask. sorry to bother you.

- what's wrong? - let's get outta here. - charlie, what's wrong? - nothing, let's go. - tell me. - hey, hey, hey, what happened? - nothing, let's just go. let's just go. - hey, hold on. - step back. - so what'd you say to her, huh? - militia, huh? when'd you enlist?

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guess the galaxy s3 didn't work out. no, i love the gs3. it's extremely awesome. i'm just saving a spot in line for someone. that's not cool. yeah, man. this year, we're finally getting everything that we didn't get last year. yeah. the big screen! true 4g. yup. phone: bing! what is that? hey what did you just do? i just sent him a playlist. by touching phones? yup, simple as that. it's the galaxy s3. hey! hey! mom, dad! oh, thanks for holding our spot. hey, man. hey! how's it going? saved you a spot! i've moved on. you're not going to miss all this? nah, i got the samsung gs3 now. is that a samsung? that's the new samsung. it is... it's pretty cool. i kinda like it. this one's 4g. yeah, we've had that for a while. this one's got a big screen. yeah, this one has a bigger one. and we can share videos instantly. you can watch a video while you're sending an email. well we're going to get that, for sure... ... maybe not this time, but the next time, right?

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i'm--i'm so sorry. - he's probably from the same unit that took your brother. been following you from the get-go, hoping you'd flush me out, which is exactly what you did, isn't it? - so what are you gonna do? - this, as far as i know, is the last bottle of single malt in chicago. my plan is to sit here and drink it. - you can't just stay here. it's not safe. - whose fault is that? your boyfriend. he's gonna go and get the nearest squad. two maybe three hours tops is what you got. so if i were you guys, i'd hit the road. - this is crazy.

just come with us. or don't, that's fine. but go somewhere. you can't just sit here and die. - just go. - uncle miles, come on. - i said go. get out! get outta here! - good morning. may i help you? - sorry to bother you, but we're looking for a dangerous, young fugitive. 19, six-feet, brown hair. - you're the first person i've seen in weeks. - what did you do before the blackout?

- sorry? - just curious. humor me, please. - i taught algebra. - me, i was an insurance adjuster. most of my job was figuring out whether the things people said lined up with the truth. lucky for me, it's a skill that never goes out of style. so take, for example, those tracks that lead right to your back door. - tracks? - fresh ones. about a day old. two people. a woman, who would have to be you, dragging in a man, and yet you say that i'm the first person you've seen in weeks. so tell me, does that sound like the truth to you?

[grunting] - he's gotta be long gone. - if he's here, monroe wants him alive. come on down. we don't wanna hurt you. - i don't wanna hurt them. but i'm not going back. you know, you could just let me go. i'll drink myself to death. - you know we can't do that.

- i know. - take him. now! [grunting] shoot him! [gunshots] - [shouts] [grunting] - [grunts, screams]

[arrow whizzes] [grunting]

- charlie? you okay? [grunting]

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- you know, i didn't ask you to come back. - don't look at me. i wanted to let you rot. - why didn't you? - because we're family, and that's what my dad would have wanted. - kid, if i'm coming with you, you're gonna have to dial it back a notch. - you're coming? - loverboy will just send more troops. i can't stay here. - thank you. - you're welcome. we're all gonna end up with our heads on a stick, but you're welcome.

bass, what the hell is going on? - i don't know, but we should get back to base. this is not good. - halt right there, gentlemen. i.d.'s? - sergeant miles matheson. - you're good. - i-i don't-- well, he knows me. sergeant sebastian monroe. - you're good. - miles.

- general monroe.

[energy surges] [modem beeps]