On the run and being tracked by the Union, the gen:LOCK team deals with the aftermath of the loss of the Anvil. Valentina Romanyszyn discovers that they can now play Kazu Iida's guitar and have acquired some of his childhood memories, a side-effect of Mindshare, which makes Kazu uncomfortable. Julian Chase gets into his Holon and patrols, only to hear Nemesis mocking him for no longer being a real human. Union Fighters soon ambush the group, forcing them to flee. Cameron MacCloud realizes Nemesis is capable of tracking them because he is still connected to the gen:LOCK network, and as long as they upload to their Holons he will know where they are. Kazu and Valentina argue for abandoning the gen:LOCK technology and even destroying it.
As they contemplate their next move, Caliban initiates the Omega Protocol as soon as he hears that Rufus Weller is dead and begins speaking in Weller's voice. A message from Weller plays, revealing that Caliban is one of the earliest gen:LOCK experiments, possessing an early version of a Mindframe and a small amount of Weller's neural pattern. Weller also reveals that Caliban carries his notes and everything he learned about gen:LOCK over the years. Weller ends the message assuring the team that they were all important to him and apologizes for not being there to the end. The team learns from Caliban that the gen:LOCK program's next destination was the Rogue Technology Aeronautics and Space Administration, RTASA, assembly facility for further research and development. During the trip, Yasamin Madrani tries to comfort Chase as he questions whether he could be considered a real person as his mind is a copy and the original was twisted into Nemesis.
The group arrives at the facility and is greeted by a security force, who are quickly ordered to stand down by Heng Li Wu, one of the scientists they rescued in Atlanta. Wu introduces them to Fatima Jha, Doctor Weller's ex-wife and one of the earlier collaborators on gen:LOCK. The group informs her of the loss of the Anvil and Weller's death. She expresses surprise that the Holon units made it to field-ready status and brings in Marc Holcroft, one of the principal investors in the ESU and RTASA. Holcroft agrees to allow them to stay at RTASA and repair their Holons in exchange for the capture or destruction of Nemesis' Holon. Cammie suggests redesigning the Holons and does so with help from RTASA, giving the upgraded Holons more unique and distinct appearances. Chase changes his Mixed Reality appearance to be more similar to the gen:LOCK team's gen:LOCK Suits, then agrees with Holcroft's suggestion to take down Nemesis once and for all.
- Julian Chase
- Cameron MacCloud
- Kazu Iida
- Valentina Romanyszyn
- Yasamin Madrani
- Nemesis (voiceover)
- Rufus Weller (recording)
- Heng Li Wu
- Fatima Jha
- Marc Holcroft
- The title of the episode refers to the idiom "it never rains, but it pours", which denotes that when something bad happens, other bad things usually happen at the same time.
- The episode title is stated by Marc Holcroft in the episode.
- In contrast to the title, it rains throughout the first half of the episode.
- The specific song Valentina plays is "Fish Story", a song by Gekirin, a fictional Japanese punk band. 
- Cammie's line "I got a bad feeling about this", references a recurring phrase in the Star Wars franchise.
- After Holcroft shows the gen:LOCK team how much information he has about them, Cammie responds with "Now listen here, O great and powerful Oz--", comparing him to the Wizard of Oz from the "The Wonderful Wizard of Oz" novel.