Orion and Ocala are two poor regions ruled by the strict, wealthy Borderline. However, the greedy Border Forces are wanting more from the people in the regions now, but they have hardly anything anyways, so they decide to fight back. Blue and Max join their region Orion's force that was put together and team up with Ocala's force to rebel. Blue and Max's father was killed by an explosion (or so they've always been told) but while they're on the run, they may well discover what really happened to him...