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It is 2019, most of humanity has turned into vampires. Axel MIller guards a facility where a mysterious woman called Vanessa is in some kind of coma. She awakes when vampires are attacking the facility, she seems to be special and may hold the key to save the world.

In flashback, we see events leading up to 'The Rising.' Vanessa is attacked and left for dead by an intruder. When Doc discovers anomalies in Vanessa's bloodwork, Axel and the marines come to retrieve the body, only to become marooned in the hospital when 'The Rising' erupts outside the building.

When the hospital's power source is damaged, Vanessa and the survivors only have three hours of reserve power for the UV lights - the only thing keeping the vampires at bay. While Vanessa and Axel head into the ruins of Seattle to scavenge parts, the others are left to fight: against both vampires and amongst themselves.

Vanessa and Mohamad head into the vampire-controlled streets in search of Vanessa's daughter; Cynthia is found dead at the hospital, and Doc thinks her apparent suicide is actually a deliberate murder; Vanessa is captured by vampires.

Vanessa, now in the clutches of Julius and his vampire brood, is forced to demonstrate her powers; the refugees discover a serial killer among the residents, and plot to wrestle control from Axel.

Vanessa and Susan are chased by mutated feral vampires in the sewers, arriving back at the hospital only after a hostile takeover.

Vanessa and Axel lead the hospital's last stand against a siege by Julius and his vampire soldiers; Dmitri's arrival with his vampire "Death Squad" reveals a possible civil war brewing among the two vampire factions.

Axel leads the surviving members of their group towards his old military base for shelter but finds it abandoned and in disrepair. With vampires closing in all around them, Axel decides they need a safer refuge and decides to go underground. Separated from Vanessa and the group, Mohamad tries to catch up while navigating hostile territory.

The group is trapped inside 'The Farm' - an underground lab for military experiments - and Vanessa discovers that Axel has been hiding a secret from her that concerns her past. Outside, Mohamad befriends a beautiful girl who doesn't fear vampires. Meanwhile, Rebecca makes a calculated play against the Resistance leadership.

Still reeling from the dire events of 'The Farm', Vanessa and the group find refuge among a band of humans who have bargained with vampires for peace. Their leader, however, appears to be hiding a terrible secret. Meanwhile, the true serial killer among Vanessa's group is finally revealed.

There are glimmers of hope and reasons for grief when Vanessa and the group take shelter at Susan's family farm. With the serial killer finally outed, Vanessa and Mohamad take drastic action against him. Meanwhile, Rebecca's latest experiment to create Daywalkers fails; and Dmitri's patience grows thin.

Vanessa and Mohamad find themselves in a dangerous game of cat-and-mouse against Sam while heading to a vampire-controlled camp; Sheema discovers a secret that could bring down a cell of the Resistance; Julius takes a meeting with Dmitri.

Now in Dmitri and Rebecca's clutches, Vanessa learns secrets from her past and finds herself at a crossroads; Flesh and the Resistance accelerate their timeline to rescue Vanessa; Mohamad and Sheema finally come to blows over their allegiances.