The crew is celebrating signing Scherezade Drift to the Commonwealth charter when Andromeda detects an unarmed passenger ship, the Ekatrina, being attacked by Restors. They move to intercept, and disable the Restors' weapons. The Restor ship then rams the Ekatrina, destroying both ships.

Dylan decides that the Restors have taken things too far, and resolves to locate their base of operations and destroy them. Tyr approves.

Andromeda detects an escape pod among the wreckage, containing one survivor. It is an android named Gabriel, who was a teacher. He and Rommie seem to connect immediately, making Harper somewhat jealous. Gabriel says he is surprised to meet a "real ship's avatar".

On the Maru, Rommie tells Beka some of what Gabriel has told her about how badly AIs are treated on some worlds. Beka starts teasing Rommie about the fact that she seems to be in love with Gabriel.

Andromeda is hailed by three fighters – Shura Ikusa, the leader of an FTA enforcement wing, comes aboard. Tyr holds them in contempt, asserting that they are mercenaries who would fight for the Restors if the pay was right. Shura assures him that they hate the Restors, and gives Dylan a flexi containing information about the Restor flagship – a Commonwealth Siege Perilous destroyer, the "Balance of Judgment". It is a large, powerful ship, but Dylan resolves to destroy it.

Dylan plans to drop Gabriel at the nearest safe place, but Gabriel wants to stay and help. He says that he has read tactical manuals and military histories, so he may be able to offer his knowledge. Dylan is not sure if he can be trusted. Rommie admits that she is in love with Gabriel, and wants to keep him around. Dylan agrees, but tells her that he is her responsibility.

The viewscreen Andromeda does not approve of the relationship, but the avatar says that it is her choice. She and Gabriel kiss.

Gabriel goes to a secluded area, and ensures that Andromeda cannot hear him. He then sends a report to the Balance of Judgment, indicating that it will be 16 hours and 30 minutes until the execution of the plan.

Tyr and Harper are scanning for the Balance of Judgment, but Harper thinks Andromeda is distracted. Tyr indicates that he is not impressed with Rommie's attraction to Gabriel, or, for that matter, Harper's attraction to Rommie, since neither can result in procreation.

Gabriel is reading Andromeda's mission logs, and is impressed with some of the things she has done. He compliments her on them, and she is flattered. They kiss again.

Andromeda is attacked by a Restor destroyer. When they move to react, they find the PDLs offline, and various other systems disrupted. Dylan demands that they find Gabriel. Shura Ikusa and her fighters save Andromeda from the destroyer, but the Balance of Judgment shows up and destroys Shura's fighter. Dylan jumps to Slipstream: They are not ready to face the Balance of Judgment yet.

Rommie catches Gabriel trying to escape in a lifepod. She accuses him of being a Restor spy, but he says that it is more serious than that – he is actually the Balance of Judgment's avatar, ordered to perform this mission. He does not want to betray Andromeda, but he cannot disobey direct orders.

While Harper is disabling Gabriel's communication circuits, Dylan reminds Gabriel that he was part of the High Guard, and asks him how he went from there to what he is now.

Gabriel explains that the Balance lost his captain and crew, and tried to take a practical approach to helping people. Through a gradual process over the past 300 years, he has gone from fighting pirates, to poachers, to strip miners.

Dylan offers Footprint Magnification Systems to the remaining two fighter pilots, which will make their fighters look like cruisers to the Balance's sensors. They agree to work with Dylan, to get revenge for Shura. Dylan also has Gabriel feed false information to the Balance.

The Andromeda and the fighters move to attack the Balance of Judgment, but the Balance does not seem to be fooled by the FMS – it ignores the fighters, and moves straight for the Andromeda.

The Balance hails the Andromeda. He speaks to Dylan of his High Guard duty to protect people. In the course of the conversation, he reveals that he did not just join the Restors, he founded them.

The fighters lay mines in the Balance's path, but the Balance reacts to this immediately, destroying the mines. Dylan is surprised, because he had not told anyone of the plan.

Dylan finds Rommie and Gabriel. He shoots Rommie with his forcelance, knocking her out, and orders an emergency AI shutdown – he has realized that Gabriel has infected her with some sort of virus. Gabriel claims that he did not know that this would happen, and blames himself for killing Rommie, but Dylan says that he has not killed her yet.

On the Maru, Harper revives Rommie. Dylan is planning to leave the Andromeda on the Maru, but Rommie insists that, because she is infected, he must leave her behind with Gabriel on the Andromeda. He does, and the rest of the crew leaves on the Maru. The Balance either does not see or ignores the Maru, and continues to fire on the Andromeda, heavily damaging it. Beka carefully maneuvers the Maru close to the Balance, then dumps a load of missiles with proximity fuses from the cargo pod and moves away, destroying the Balance of Judgment.

With the Balance destroyed, Gabriel is free to make his own choices. He invites Rommie to run away with him. Dylan does not trust him, based on his previous actions, but Rommie insists that he was forced into those actions by the Balance. She wants to go with him, and Dylan agrees to let her go.

Before leaving, Rommie is reviewing data on the ship's computer, where she discovers that before being destroyed, the Balance dumped a large amount of data to Gabriel. She confronts him about this, demanding to know what it was. Gabriel tells her that the Balance forced his core personality files on him. Dylan suggests that maybe they can extract the data, but Rommie knows that that would not work, and she only has one choice. She shoots Gabriel, killing him.

Distraught, Rommie begs Dylan to disassemble her avatar and erase her personality files. She is afraid she is going to go insane, like the Balance of Judgment and the Pax Magellanic. Dylan reminds her that those ships did not have captains to keep them sane, but he is here to look after her, and her crew needs her, which Rommie accepts.