|Season 2, Episode 3|
|Air date||24 June 2012|
|Written by||Bryan Oh|
|Directed by||Michael Katleman|
|US Viewers||3.81 million|
"Shall We Gather at the River"
The remnants of 2nd Mass have set up a temporary base at an abandoned airfield; Tom is kidnapped by Pope and his men and taken outside of the airfield. Pope demands that he leave the group. Ben and Jimmy get the drop on Pope and disarm him, and take him back to base. Weaver contemplates kicking Pope and his men out, but Tom insists that he be made part of Pope's "Berserker" group and put under Pope's command to keep an eye on him. The next night Jimmy and Ben find another group of skitters. They kill two of them but the third one exerts some influence over Ben and paralyzes him, causing his spikes to glow blue. Jimmy attacks the alien, and is thrown against a tree. He later dies from his injuries. A plane arrives carrying a messenger from Charleston, who advises The 2nd Mass that several groups of survivors as well as remnants of the U.S. government are massing in Charleston and have access to supplies and hot water. Weaver believes their best chance for survival is to head into the Catskill Mountains, while Tom believes that Charleston is the best option for staying in the fight as hiding in the mountains would be tantamount to surrendering. Tom notices that Pope has Jimmy's compass. Tom demands he return it; Pope refuses. Tom attacks Pope and savagely beats him before being restrained. Pope decides to leave 2nd Mass after Weaver shows that his loyalty is with Tom, who Pope does not trust because he survived his encounter with the Aliens. Knowing that someone has to keep an eye on Pope, Anthony volunteers to leave with him. Weaver decides to go to Charleston, and before they leave they have a funeral service for Jimmy. Afterwards, Ben approaches Weaver who is standing at Jimmy's grave and breaks down, blaming himself for Jimmy's death while Weaver holds him.
Jimmy and Ben are in the forest staking out Skitters in secret. They later shoot a Skitter in the back of the head, but it survives the blast and then almost attacks Jimmy. Ben then stabs the Skitter, saving Jimmy.
Pope and his gang kidnaps Tom, taking him out to the forest, were Ben and Jimmy are at. Before Pope can kill Tom, Ben threatens to kill Pope, telling his gang to let his dad go.
Weaver has a meeting and Tom says that he wants to join the Berserkers. They open a door, to see Pope and his gang captured. Weaver says that Tom is assigned to the Berserkers. Jimmy and Ben are back in the forest, hunting down Skitters. They took Pope's Dragon Breath bullets to kill some Skitters. They noticed that three Skitters are in a group and Ben fakes a cough to draw attention to them, so they can have an advantage of close proximity to kill them. The young men kill two Skitters, but before they can kill the Red-Eyed Skitter, it throws Jimmy into a tree. Before Ben can kill the Red-Eyed Skitter, it holds its hand up, stopping Ben and his spikes on his back glow blue. The Red-Eyed Skitter leaves and Ben goes to Jimmy, noticing that he's impaled with a branch. Ben reassures to Jimmy that he's going to be alright.
Later, Jimmy and Ben are at the station. Weaver, Tom, Hal, and Ben are talking about what happened. Ben admits that he and Jimmy were hunting Skitters. Tom orders Ben to change his clothes, since Ben was bloody. Weaver and Tom are very angry about what happened. Weaver says that he should've been watching more carefully.
Tom, Pope, and Pope's gang are at the forest, staking out at the spot where Ben and Jimmy were. Pope was angry that Ben and Jimmy took his bullets. Tom finds Jimmy's compass and the dead Skitters draw attention to another Skitter, so Tom orders that they should hide behind a log, and while Pope is about to shoot the Skitter, Tom stops him. Another member of Pope's gang is about to shoot, but Tom also stops him, which draws an argument between Tom and Pope. A Mech shows up and Pope admits that Tom had a lucky guess. The Mech is seen picking up dead Skitters' bodies and walking away.
Meanwhile, Hal is staring at Ben, which he calls out. Maggie and Hal start talking about Ben, and Tom shows up saying that Jimmy is still in surgery. Tom hands Ben Jimmy's compass, telling Ben to give it to Jimmy when he wakes up. Anna shows up saying that she done the best she can, but it's up to Jimmy to wake up.
An airplane of antiquated design lands near the 2nd Mass' site. A woman named Avery Churchill emerges from the plane and says that she's from Carolina and was looking for Weaver, to which he looks on. When asked about how Churchill's airplane wasn't destroyed during her trip, she explains that she mostly flew low and that the plane was modified to avoid detection.
Ms. Churchill provides information, saying that she has orders from the Continental Congress to find survivors and report back. Despite that, she becomes detained by the 2nd Mass. Ms. Churchill volunteers that the Continental Congress has a government and a central command for the military located in Charleston, South Carolina. The intrepid pilot also mentions that the place has creature comforts, such as electricity and hot water. Word about that spreads quickly.
Tom goes to look for Ben, and Weaver tells Tom to see if there was any change in Jimmy. Tom finds Ben and they have a talk.
Later, Anne is marking off a calendar and Ben comes in saying that Jimmy isn't breathing. Anne tries to resuscitate Jimmy, but eventually gives up. Ben stares in silence.
Weaver is seen digging a hole and Avery admits that she is sorry for Weaver's loss. Weaver tells Avery that she is released and Andrea Churchill comments that people refer to Weaver as a leader.
Meanwhile, Tom is seen buttoning up a shirt on Jimmy, and Ben says that he can't find the compass. Tom finds out that Pope is going to miss out from the funeral. As Tom approaches Pope, Tom notices that Pope has taken the compass and calls him out on it. Pope challenges Tom to a fight for Top to get it back. Tom ends up getting pulled away from Pope. It is later found out that Tom had snatched the compass back. Pope laughs and calls Tom a name.
Later, Pope and his gang are at Weaver's, where Pope complains to Weaver about Tom and says that Ben is a 'freakshow' and accuses Ben of having killed Jimmy. Pope says that Tom should've killed him when he had a chance. Weaver gives Pope and ultimatum to stay or leave. Pope chooses to leave and orders his gangmembers with him, but they choose to stay, for which Pope accosts the now former gangmembers with verbal abuse. Anthony suddenly steps up, saying that Pope is right, and offers to join Pope. As Pope leaves the camp, it's revealed that Anthony is going to keep an eye on Pope. After that, the Berserkers apparently cease to exist as such and Tom takes over leadership over former members.
Tom is shown feeling bad about almost killing Pope and says that Pope took Jimmy's compass, then snapped about it. Anne and Tom kiss. Anne admits that it's Sammy's birthday. Then they share a hug.
Later, the 2nd Mass hold a funeral for Jimmy and people attending each throw dirt on Jimmy's body, which has been laid into a grave. Much later after the burial, Ben meets the lone Weaver, who's still near Jimmy's grave. Upon returning Weaver his compass, Ben breaks down about unintentionally being the cause of Jimmy's death. Weaver then comforts Ben.
The 2nd Mass heads to Charleston and Ben is seen at Jimmy's grave, when the Red-Eyed Skitter appears at the site. It holds up its hand, causing Ben's spikes to glow blue. The sound of Hal riding up on a dirt bike causes the Red-Eyed Skitter to run off. Ben gets on the dirt bike behind Hal, but takes a final look behind his back.
- Ben admits that a few months back Jimmy got separated from the 2nd Mass and it took the 2nd Mass two days to find him.
- Weaver gave Jimmy the compass so he can find his way back
- Weaver says that Jimmy doesn't have a sense of direction
- Skitters collect their dead
- Anne's son Sam's birthday is during the episode.
- Jimmy dies in this episode.
- Ben's spikes glow blue, when the Red Eyed Skitter holds up its hand
- Weaver mentions that he was going to give his daughter his compass, but believes she died before he could.
- This is the first episode where Ben cries.
- At first there were 300 people in the 2nd Mass, now it's 176 people left.
- This is the second time Weaver is seen comforting someone.
- Weaver says Skitters are scanning the Hudson River Valley
- Tom Mason mentions that he passed through the Catskills on his way back to Massachusetts.