Kora and the surviving warriors return to Veldt, believing that Kora had successfully killed Admiral Noble and prevented the forthcoming assault on the planet to claim its food supplies, but Aris, a Motherworld soldier working as a double agent for the village people, informs them that Noble is alive and the dreadnought ship will arrive in five days. Titus commits to training the entire village to fight, harvesting the entire grain supply in three days so the flour can be used as leverage to prevent the Motherworld forces from simply bombing the village from orbit.
Kora and Gunnar become lovers, and she admits that Regent Balisarius compelled her involvement in the assassination of the Motherworld's king, queen, and young Princess Issa, with Kora herself shooting the princess. Balisarius had then attempted to frame her for the coup, but she had instead fled to Veldt in a Motherworld shuttle to hide from the law.
Titus, Nemesis, Tarak, Milius, and Kora train the villagers in combat, preparing a plan involving digging trenches and tunnels in the fields, laying explosives, and preparing Kora's shuttle. The group also reveal their pasts to each other, but Kora declines to share her involvement in Issa's death. When Noble arrives with the dreadnought, his forces scan the village, identifying where the women and children are hiding, protected by Nemesis and Aris, and send forces to capture them to force Kora out. Kora attempts to surrender to him once Noble promises to spare the village, but Gunnar triggers the ambush anyway, and Titus and Tarak lead the villages in successfully repelling the first wave, though Nemesis is killed defending the women and children.
The heavily armored and mechanized second wave of Motherworld troops pushes the defenders back, destroying much of the village, but Kora and Gunnar use the shuttle and stolen uniforms to infiltrate the dreadnought, laying explosives on the engine. Jimmy arrives to help the village defenders push back the assault, and the explosives bring down the dreadnought. In the process, Gunnar kills Noble but later dies from his injuries. Devra Bloodaxe and her rebel forces arrive in ships to destroy the remaining Motherworld troops, leading to victory.
In the aftermath, the village mourns the dead, and Kora admits her past, which Titus reveals he already knew. He also reveals that Issa is secretly alive and in hiding, and the assembled group declare their intentions to find her and restore the royal lineage to the throne in order to depose Balisarius.
