Guest Stars: Larissa Laskin, Sonia Vigneault, Rick Overton as Count Gregory
Screenplay by Gavin Scott
Edited by Jean-François Bergeron, Christopher Wentzell
Directed by Jean-Marc Vallee

Location of Aurora: Over the Atlantic, eventually in Georgia

The Aurora is in pursuit of the Prometheus as it heads across the Atlantic to intervene on behalf of the Confederacy. On board the Prometheus, Count Gregory is busy implanting a device in the head of the countess, who has failed in getting Jules to join the League of Darkness and is being punished. When a storm arises, the Prometheus enters the clouds. The Aurora follows, on Rebecca's decision, but it is soon hit by lightening and crashes. The foursome on the Aurora are slightly injured and accept the kind help offered by Saratoga Browne, a beautiful Southern war widow. As they rest at her plantation in Georgia, Phileas falls in love with Saratoga. Unfortunately, they are under the observation by one of the crew of the Prometheus, who has been sent to keep an eye on the Aurora folk.

As soon as they are recovered enough, the foursome leaves for the Union army which is pinned down at a nearby rail junction. The general in charge is a drunkard and needs to be persuaded by Phileas to listen to their warnings of a terrible flying machine that could change the tide of their war. Rebecca decides to ride to meet a troop train that is headed for the junction, while Jules and Phileas stay with the army. The first attack by the Prometheus is broken off by fire from the Aurora and the ground. In reluctant gratitude, the Union general grants Phileas a written document that will offer some protection for Saratoga's plantation from Union troops. Unfortunately, the observer from the Prometheus reports to the count about Saratoga and her importance to Phileas, and before the Aurora can reach the plantation, the League of Darkness descends, burns the plantation, and takes Saratoga hostage. When Phileas and Jules arrive at the plantation and see the destruction, they realize Saratoga has been taken as a hostage to prevent Phileas from intervening against them in the upcoming battle.

Meanwhile, on the troop train, Rebecca and a young Union soldier get the cannons ready and have a rather meaningful conversation about war and battle and what it all means. On the ground with the army, Passepartout captures a surprise visitor, the observer from the Prometheus, who has come back to reconnoiter. 

When day of the battle dawns, the count orders Saratoga strapped to the front deck of the Prometheus for Phileas to see as a visual reminder to not intervene. The troop train nears the junction and the Aurora takes to the air, as the ground observer once again climbs the ladder into the Prometheus. But things aren't as they seem, and the observer is actually Phileas in disguise, who gains access to the count and forces the evil leader to release Saratoga .  As the troop train fires at the Prometheus, a figure descends on a parachute from the Aurora and is promptly shot down onto the deck of the Prometheus. Phileas and Saratoga are reunited, but the count suddenly calls for 'fusion power'. In moments, the disconnected count becomes whole again and mobile and attacks Phileas. A well-placed shot from the troop train breaks a hole in the Prometheus, allowing Phileas and Saratoga to escape by parachute. But Count Gregory takes one well-placed shot and kills Saratoga as she and Phileas descend together. The figure that had floated on board the Prometheus from the Aurora is a dummy that explodes, the Prometheus is taken out, and the battle is over. But the damage has been done, and the final scene shows Phileas sitting in unmoving shock, holding the body of Saratoga, his friends surrounding him in mourning.

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