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Some years later, Charleston falls to the British and a wounded Gabriel returns home carrying dispatches. The Martins care for both British and American wounded from the nearby battle, before British Dragoons led by a ruthless Colonel William Tavington (Jason Isaacs) arrive and arrest Gabriel. When Benjamin's young son Thomas tries to free Gabriel, he is shot and killed by Tavington, who orders the Martins' house burned and wounded American regulars executed. After the British leave, Benjamin gives his next two eldest sons muskets and they ambush the British unit escorting a shackled Gabriel. Benjamin skillfully, yet brutally, kills many soldiers with his tomahawk. A British survivor tells Tavington of an almost unseen man rapidly killing the soldiers, earning Benjamin the moniker of the "Ghost". Benjamin and Gabriel resolve to fight the British, leaving the younger children in the care of Benjamin's sister-in-law, Charlotte (Joely Richardson). On their way to the Continental Army's camp, they witness the southern Continental Army under General Horatio Gates engaging the British Army. Having served with the British earlier in his life, Benjamin knows going muzzle to muzzle with the British is foolhardy. Sure enough, the Continentals are easily defeated and flee in disarray.
Benjamin meets with his former commanding officer Colonel Harry Burwell (Chris Cooper) and is given the rank of colonel to lead the local colonialmilitia due to his combat experience, tasked with keeping Lord Cornwallis's (Tom Wilkinson) British regiments pinned south through guerrilla warfare. French Major Jean Villeneuve (Tchéky Karyo) helps train the militia and promises more French aid. Benjamin's militia harass British supply lines, capture goods including some of Cornwallis' belongings, and burn half the bridges and ferries leading to Charleston. Lord Cornwallis perceives these actions as uncivilized and blames Tavington for creating this reaction with his brutal tactics. Irritated at his lack of progress and insulted by Benjamin's clever ploy to free some of the captured militia, Cornwallis reluctantly allows Tavington to use whatever means necessary.
Tavington learns the identities of some of the militia members and proceeds to attack their families and burn their homes. Benjamin's family flees Charlotte's plantation as it is burned and settle on the coast in a Gullah settlement with former black slaves. There, Gabriel marries his betrothed Anne (Lisa Brenner) and Benjamin commits to Charlotte. Tavington's brigade, seeking Martin's secret hideout, rides into the town that supplies the militia. He assembes all the townspeople into the church, promising freedom for the location of the hideout. But after the location is given the doors are barricaded, trapping the people inside. Tavington orders a horrified Captain Wilkins to burn it, killing all inside including Anne and her family. After discovering the tragedy, Gabriel races to attack Tavington's encampment and is mortally wounded by him. Benjamin arrives to have his son die in his arms.
Benjamin mourns deeply and briefly wavers in his commitment to continue fighting, but is resolved when reminded of his son's dedication to the cause by finding an American flag he sewed together personally. Martin's militia, along with a larger Continental Army regiment, confronts Cornwallis' regiment in a decisive battle. The redcoats seemed to defeating the patriots until Benjamin rallies the troops to push forward against the British lines and Tavington personally targets him. The two dueled where Tavington's sword gain an upper hand over Martin's tomahawk. As Tavington prepares to finish him, Benjamin rises up with a musket, wounds him in the abdomen with the bayonet and delivers the coup de grâce, avenging his sons' deaths. The battle is a Continental victory and Cornwallis is forced to retreat. After many retreats, Cornwallis is besieged at Yorktown, Virginia, where he surrenders to the surrounding Continental Army and the long awaited French naval force. After the conflict ends, Benjamin returns with his family and discovers his militia men rebuilding his homestead, previously destroyed by the British Soldiers, whose orders came from Tavington to burn it down.
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