As the early June sun begins to set over a calm river in Central Hungary, masses of ghostly shapes emerge from their larval cases to take to the air for the first time. They are mayflies and in a spectacular display, thousands of them demonstrate how the very first wings were used. From the stunning aerobatics of hoverflies in an English garden to the mass migration of purple crow butterflies in the valleys of Taiwan, this episode tells the tale of the first animals ever to take to the air. Unique footage reveals the lightning fast reactions of bluebottles and hoverflies, filmed with one of the world's fastest cameras, and Sir David Attenborough handles the world's largest (and perhaps most ferocious) insect - the Titan beetle.

The world of invertebrates exists in a web of relationships with plants and other animals. Unique footage of the world's smallest insect (a fairy wasp only quarter of a millimetre long) shows it flying underwater to find the eggs of water beetles in which to lay its own brood. Some ants 'farm' the trees that give them shelter, creating areas known as 'Devil's gardens'. To make sure these grow without competition, they kill off other seedlings in the surrounding vegetation. The blister beetle's larvae huddle together on the end of a piece of grass and mimic a female bee. When a male bee tries to mate with the 'female', the larvae grab on to his belly. Confused, he flies away and searches for a real female. When he eventually finds her and mates with her, the beetle larvae hurriedly swap from his front on to her back, and hence get carried back to her nest where they eat her pollen supplies.

Invertebrates don't always operate alone. True society was the last feature to evolve in invertebrates, as recently as the time of Tyrannosaurus. In the last programme see the tensions below the surface in some of the great social structures built by insects, and witness the carnage when an ant colony and a termite colony wage war.

The episode, devoted to the planet Mars, begins with scientific and fictional speculation about the Red Planet during the late nineteenth and early twentieth centuries (H. G. Wells' The War of the Worlds, Edgar Rice Burroughs' science fiction books, and Percival Lowell's false vision of canals on Mars). It then moves to Robert Goddard's early experiments in rocket-building, inspired by reading science fiction, and the work by Mars probes, including the Viking, searching for life on Mars. The episode ends with the possibility of the terraforming and colonization of Mars and a Cosmos Update on the relevance of Mars' environment to Earth's and the possibility of a manned mission to Mars.

The simple act of making an apple pie is extrapolated into the atoms and subatomic particles (electrons, protons, and neutrons) necessary. Many of the ingredients necessary are formed of chemical elements formed in the life and deaths of stars (such as our own Sun), resulting in massive red giants and supernovae or collapsing into white dwarfs, neutron stars, pulsars, and even black holes. These produce all sorts of phenomena, such as radioactivity, cosmic rays, and even the curving of spacetime by gravity. Cosmos Update mentions the supernova SN 1987A and neutrino astronomy.

This episodes the nature of the cosmos on the micro and atomic scales, using the Ship of the Imagination to explore these realms. Tyson describes some of the micro-organism that live within a dew drop, demonstrating parameciums and tardigrades. He proceeds to discuss how plants use photosynthesis via their chloroplasts to convert sunlight into chemical reactions that convert carbon dioxide and water into oxygen and energy-rich sugars. Tyson then discusses the nature of molecules and atoms and how they relate to the evolution of species. He uses the example set forth by Charles Darwin postulating the existence of the long-tongued Morgan's sphinx moth based on the nature of the comet orchid with pollen far within the flower. He further demonstrates that scents from flowers are used to trigger olfactory centers in the brain, stimulating the mind to threats as to aid in the survival of the species. Tyson narrates how Greek philosophers Thales and Democritus postulated that all matter was made up of combinations of atoms in a large number of configurations, and describes how carbon forms the basic building block for life on earth due to its unique chemical nature. Tyson explains on the basic atomic structure of protons, neutrons, and electrons, and the nature of nuclear fusion that occurs in most stars. He then discusses the existence of neutrinos that are created by these nuclear processes in stars, and that detecting such sub-atomic particles which normally pass through matter require subterranean facilities like the Super-Kamiokande that were used to detect neutrinos from the supernova SN 1987A in the Large Magellanic Cloud before light from the explosion were observed due to their ability to pass through matter of the dying sun. Tyson compares how neutrinos were postulated by Wolfgang Pauli to account for the conservation of energy from nuclear reactions in the same manner as Darwin's postulate on the long-tongued moth. Tyson concludes by noting that there are neutrinos from the Big Bang still existing in the universe but due to the nature of light, there is a "wall of infinity" that cannot be observed beyond.