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The story opens with Tom Traven, a haggard-looking armed man at an abandoned farm. He walks back into the farm house and wakes up another man, Jesse, for the shift change as guard. Jesse tells him to get some rest as they’re leaving for a rebel base in the morning. Something big is being planned. Tom implies higher rank and seniority over Jesse and asks if Roy will be there, Jesse retorts that he knows neither any Roys, nor does he really know Tom, nor does he recognize his supposed rank. Tom lies down in the cot and opens a diary, covered in the scrawled down notes of a madman “What did she see?”. The main handwriting a neat, delicate hand by contrast. He flips to the end.


We flashback briefly to a woman, Anna, is with another rebel, Olga as soldiers in gasmasks and body armor converge in the hallway outside, breaking down the door before we cut away. Apartment 1608.


Back in the present, Tom lies down reading the diary from the start as Anna’s voice over comes in, saying it’s been six months since the war.


Flashback to a refugee camp somewhere in Europe as a train rolls in. Helicopters and gigantic alien tripod machines, Striders, walk in the distance. Tom and Anna, husband and wife, are among the refugees that are being loaded onto the train for relocation. Her voice over explains that a vastly technologically superior alien race known as the Combine have conquered the earth in what’s known as the Seven Hour War. Some teleportation experiment in a government research facility, Black Mesa, opened a gateway to another dimension, leading the Combine to our doorstep. A scientist, Dr. Gordon Freeman, was blamed but has since mysteriously disappeared. The Black Mesa administrator, Dr. Wallace Breen, negotiated Earth’s surrender and has now become the puppet dictator, backed by UN-led peacekeeping Conscripts. No one’s seen “The Combine” themselves, only their war machines, like the Striders and flying gunships. No one knows why they’re there or what they want.



During the train journey, her voice over explains that the countryside, known now as the Outlands, has been infested with dangerous alien wildlife that seems hostile to both humans and the Combine alike, necessitating the establishment of sanctuary cities in a form of quarantine. The US has been decimated so they’ve been relocated to somewhere in Eastern Europe, they don’t know where exactly, just that they’ve been assigned sanctuary city 17. We see gangs, looters and insurgents all over, but fighting a losing battle against the Conscripts and the creatures.


As they arrive in the City 17 trainstation, thousands are herded by Conscripts around and assigned living quarters as Scanners, flying camera drones with bright lights surveil them all. They get assigned an apartment in a former hotel, the Northern Star. On the way, we see that the city has pretty much been abandoned in place after the evacuation and the center of the city is a huge metal structure with windowless mechanic walls, cutting right into existing buildings. The Combine wall.


Once at the Northern Star, they meet Roy, Tom’s childhood friend. Turns out they’re neighbors now and Roy invites them over for dinner, where they meet Norman, Roy’s older half-brother. During dinner, Norman explains that the Combine’s been assigning work and not just reconstruction either. He’s working in some chemical plant, retrofitting it for Combine technology. The Conscripts are bringing in a Dark Energy reactor into the place. Tom doesn’t like the idea of the Combine settling in and questions the legitimacy of Breen as ruler, but Roy pushes it, saying that they’re not so bad. Anna takes Roy’s side, saying they have no choice but to make the best of it, as resistance would mean certain death with how advanced the Combine is. The only option, Anna says, is to organize and assert themselves as a human rights movement. Tom drunkenly argues for armed rebellion anyway and Roy senses the growing rift between the couple. After an outburst, Tom settles down but Anna notices smoke from a smoke grenade from outside the door. They hear boots in the stairs, pounding on a door and cautiously check the hallway. Conscripts are raiding an apartment down the hall. Gunshots, then silence. A little girl, 6, steps out of the other apartment. Tom and Anna try to coax her into going to them, into the safety of Roy’s apartment, but notice she’s holding a hand grenade. They try to convince her to not let it detonate, but backup Conscripts appear in the stairway, scaring her into the apartment, the Conscripts follow and the grenade detonates.

Shocked, Anna and Tom turn back into the apartment. Roy says raids like this is not an uncommon occurrence and that he’s not actually a Combine/Breen sympathizer. He was testing them, and if they are serious about wanting to do something about it, they should attend an illegal gathering in a church the following night. Norman will take them.


The following night, Norman leads them to a church where a town hall meeting is being held. At the center, the leader for the resistance, Col. Stanley Jackson, and his men. They’re US Marine Corps from the special unit that tried to stop the invasion already in Black Mesa. The crowd is angry, saying retaliations for resistance actions are becoming a problem, like the raids, leading to innocent civilians getting killed or captured and tortured for information. Stanley argues that it’s not the fault of the resistance but of the leader of the conscripts, Gen. Luther Maxwell, a power-mad sadist, and that the marines need the people’s continued support with food, medical supplies and safe houses to continue raiding Conscript bases in the city. Anna confronts him, asking what kind of resistance gives a grenade to a six year-old. Suddenly, someone takes a shot at Stanley. Tom rushes over and confronts the gunman. A drunken Barney Calhoun. He drags him over to Stanley, who questions him. Barney was Black Mesa security. A man with a prosthetic leg, Eli Vance, steps out from the crowd. Olga, the woman from the other flashback, is there, holding Eli’s young daughter, Alyx, calling for him. Eli tries to get Barney out of trouble, but Barney outs Stanley and the marines as a murderer to everyone. He says Stanley’s idea of containment of Black Mesa was to kill all of the research staff trying to close the gateway and then nuke the site. Stanley argues that he was just following orders and that the nuclear device was “the suits’ decision”. He orders his men to “take care” of Barney but the crowd grows increasingly agitated at the implication that Stanley could’ve stopped the invasion. The marines quickly group around Stanley, aiming at the crowd when another man steps in front of them to defuse the situation. Someone in the crowd recognizes the man as David Zürer, an Israeli-Palestinian actor. David argues to the crowd that now’s not the time to seek blame, but to deal with the situation in order to survive. They need food, medical facilities, schools, infrastructure – he sees it as an opportunity to rebuild society, even if they’re all from different places and countries. Being under the Combine and forcibly relocated, he argues they’re all the same. Anna chimes in that they should listen to him. If the Combine wanted them dead, they’d be dead. Fighting for independence is no longer an option, but they can fight for survival.

Suddenly, Scanners shine in through the windows. The Conscripts have surrounded the church, Gen. Maxwell is outside with a bullhorn calling for Stanley’s surrender. David dissuades the crowd from giving the marines up and instead tries to find a way out as some of the marines stay behind to hold the Conscripts off. Tom finds a trapdoor leading into the catacombs underneath the church and leads them all into the connected sewers. Tom and Anna get separated as Conscripts drop satchel charges into the sewer system. Anna emerges from a manhole into a smoke-filled street outside the church, seeing the church is now on fire. People inside screaming. Gunfire in the streets, chaos. She encounters the woman who called out David shot and tries to wrap her scarf around her wound as she lay dying, the church burning in the background.


Back in the present day, Tom is woken up riding a car with Jesse and Kid, another rebel along a rocky coastline. Jesse says they’re almost at the rebel base New Little Odessa by the coast and denigrates Tom as a “bossie”. Kid asks what that is, Jesse explains it’s Afrikaaner slang for shellshocked. Apparently, some rebels have brain damage and memory loss from Combine-poisoned water supply, and Tom appears to be one of them. It’s to disorient and discourage resistance.



Arriving in New Little Odessa, Tom is introduced to Col. Odessa Cubbage of the resistance. Jesse says they found him wandering around in the Outlands. Odessa likewise has never heard of Tom, but has heard of Anna, as an almost mythical founder of the resistance, alongside Gordon Freeman. Tom explains that they were married until her death at the hands of the Combine, but that someone betrayed her, gave her location to the Combine. That someone being Roy. He’s been looking for Roy ever since. Odessa asks him to be checked out by the rebel medic, Zoe, and to join in during their planning of an upcoming attack on the Combine.


Zoe examines Tom, finding him mostly healthy, but confides in Odessa that she’s unsure of his mental state. Odessa argues for Zoe to stay back during the upcoming attack on account of what happened to her brother. She responds that her brother is dead and she’s the only medic he has.


Tom takes a bath, submerging himself in the water, holding his breath.



We see an extended flashback of Anna’s death in apartment 1608. Olga spots a Combine truck outside the window. Anna warns her that she shouldn’t be there. Olga resists. The gasmask soldiers break down the door. Gunfire.



Tom emerges from the bath, rattled. He wipes off the steam from the mirror and shaves. Zoe enters with fresh clothes, says she heard about him and asks how he knows it was Roy who betrayed Anna. Tom points to the diary, saying Anna herself foresaw it and called him out as her would-be traitor and informant. It says she can see him there, after her own death, “alone and in the dark”. Zoe dismisses the diary as a fake, Tom dodges the assertion. Tom explains he’s been reading it to find out why his best friend would have his wife killed. Zoe asks if he’s already read it, what does he hope to gain from it. He answers that every time he reads it, he remembers a bit more, seeing it play out in his dreams.


A Combine Gunship suddenly attacks the base, Tom recklessly risks his own life to draw its fire as Zoe herds the rest of the rebels down into the basement. Tom manages to use a rocket launcher to take the gunship down, getting injured in the process.


The team of rebels greet Tom as a hero, albeit a crazy one, while Jesse softens up a bit toward him. Tom notes that they have to get out of there as soon as possible, as the Combine are a hive mind – what the gunship saw, all of them saw, so more will be coming. Odessa agrees and hurriedly explains that the planned attack is for the Air Exchange, a combine facility far into the outlands, dedicated to replacing Earth’s atmosphere with a toxic one more conducive to the Combine.


Tom reveals that he was part of the construction of the Air Exchange years ago, and volunteers to lead the expedition inside, as the facility is vast and confusing. Jesse argues against it, but Odessa reluctantly agrees, as they don’t have time to wait for backup. They are to be a reconnaissance force to get in, disable the security systems and wait for the cavalry to secure the facility.


First they have to go on foot, as the roads will be unsafe now, and bring their dead with them so as not to give the Combine any estimates of their numbers. They are to bring them across the outlands to a lake house by a river, where a smuggler will take them up the river to the outlet of the Air Exchange.

They load their dead on a cart and leave, going over the hill into the outlands.

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