The Widow enters a seedy establishment. She finds her former Regent there, and accuses him of spending the profits he stole from her oil fields. The Regent reaches for his sword, but the Widow kicks it away. He calls her Minerva, but she says that person doesn’t exist anymore. The Regent is convinced the Widow’s days are numbered. The Widow says all the other Barons recognize, except for Quinn. The Regent says Quinn is the most dangerous. The Widow invites her Regent to come back. Several men enter the establishment and surround the perimeter. One throws an axe, and ti lands in the Regent’s skull. The men attack the Widow, and she finds them off. She asks one of the ones left alive who hired them. He tells her it was Ryder. She kills him.
M.K. runs through the woods. He stops at a stream to drink. Looking up, he sees a line of obelisks with butterfly emblems wrapped around them. He sees and then hears a young girl walking through the woods. Tilda kills a squirrel with a throwing star, then sneaks up behind M.K. M.K. tells her he was a free farmer who survived a Nomad attack. Tilda gives him some food. M.K. says he’s never seen throwing stars shaped like butterflies, and Tilda gives him one. M.K. hears hounds barking. He goes to run, but Tilda tells him to follow her.
Ryder and Sunny ride up on M.K.’s trail. They reach the line of butterfly obelisks and stop. Ryder wants to keep going, but Sunny explains that crossing into the Widow’s territory with a Clipper force would be considered an act of war.
Tilda takes M.K. to the Widow’s home. The Widow, Tilda’s mother, is training inside. Tilda tells the Widow of M.K.’s arrival.
Quinn is eating dinner with his family. Quinn asks Sunny if he’s ever seen anything like M.K.’s pendant before. Sunny lies and says he hasn’t. Quinn suspects that M.K. escaped with help from inside the Fort. Ryder is quick to profess his loyalty to his father.
Tilda bring M.K. to a bath, but her mother told her not to let M.K. out of her sight. M.K. sinks into the bath. When he looks up. Tilda is gone and the Widow is in the room with him. The Widow washes M.K. She expresses sympathy for what happened to M.K.’s family, but quickly reveals that she knows M.K. is lying. She knows M.K. came from the Fort, but promises she’s not like Quinn. She says she was looking for a boy his age. He shows him the back of a card (tarot card?) with Azra’s symbol on it, and says the boy was wearing a pendant with the insignia. M.K. says he’s never seen it. The Widow sees a car drive up to her home and leaves M.K. to his bath.
Sunny is training when Quinn rides to him. Quinn says he’s leaving the fort and tells Sunny to come with him. Sunny says he’ll put together an escort, but Quinn tells him they’re going alone.
Quinn and Sunny ride out of the Fort together. Sunny notices Quinn struggling with another headache. Quinn talks of how his father was a Cog in the poppy fields, and was beaten to death without ever lifting a hand in his own defense. That night, Quinn went to his Baron and said he wanted to be a Clipper. He was put into fight with the biggest Cog the Baron had. Quinn snapped the Cog’s neck, and says it’s the first time he ever felt alive.
The Widow negotiates with some Nomads. She wants their help in taking down Quinn, and offers a territory in return. At first they refuse. She gets them to agree to duel, Tilda against one of their men. If Tilda wins, they agree to help the Widow. If they win, they get to keep Tilda. Tilda kills the Nomad easily, as M.K. watches from behind a curtain. The Nomads and the Widow drink to their new alliance.
Sunny and Quinn ride to a doctor’s home. Quinn sees the Doctor behind closed doors, and Sunny looks around. Sunny sees a photo of Veil. Hannah, the doctor’s wife, says Veil was the best thing that ever happened to them. They couldn’t have children of their own. The baron gave them Veil as a gift, and they raised her from an infant. Hannah says Veil told her about the baby. Sunny looks startled, and walks outside. He tells Hannah to remind Veil how dangerous this situation is. Hannah says she tried, but there’s no talking Veil out of it.
The Doctor tells Quinn he has a brain tumor. He gives him at least through winter solstice, maybe. Quinn thanks the doctor for his discretion.
Quinn rejoins Sunny outside. He tells sunny to clip the doctor and his wife. Sunny says they only clip their enemies, and tries to talk Quinn out of it. Quinn says an enemy is anyone he names. Sunny says he can’t. Quinn takes Sunny’s sword and puts it to Sunny neck, then pulls it away and goes into the doctor’s home himself. Sunny listens to the screams from outside. Quinn returns, covered in blood. He says he’s never given anyone a second chance, and as far as he’s concerned Sunny killed them. He tells Sunny to burn the house down. Sunny walks up to the door, sees the bodies, and falls to his knees.
Sunny brings some booze an eccentric older gentleman in a wheelchair named Waller. Waller immediately notices something is bothering Sunny. Sunny asks Waller if he’s ever thought of getting out. Waller says freedom is an overrated illusion. He says there’s nothing but a sack of stories outside their borders, and Quinn and his men would hunt down and kill Sunny for sure if he left. Waller toasts to freedom and cages.
The Widow walks with Tilda. She tells her daughter that M.K. is lying, that he’s the boy she was looking for. Tilda is doubtful. She remembers her bother saying the boy was powerful, and M.K. seems to be the opposite. The Widow explains that’s because his power is sealed, only unlocked by his emotions. She asks Tilda to provoke him, to draw M.K.’s blood and unlock his power. Tilda is hesitant at first, but agrees. The Widow hands Tilda a knife.
M.K. is brought to the Widow and Tilda. The Widow says M.K. will train with Tilda. The Widow and men leave Tilda with M.K. Tilda attacks him and demands to know what M.K. was really doing in the woods. He tells her he was truthfully looking for his mother. Tilda cuts her own hand, tells M.K. to scream, and feigns cutting his face. He plays along. The Widow watches from outside. M.K. walks away, without changing.
Sunny finds Veil, mourning for her parents. She asks Sunny why her good and decent parents are dead. She asks who did it. Sunny tells it was the Baron himself. Sunny comforts her, and says he’s her family now. He says he’s going to protect her and their child. He says he doesn’t know how or when, but they’re getting out of the Badlands.
A woman removes a metal brace from the scarred and deformed foot of Ryder, then massages it. The woman begins stuffing opium into a pipe. Ryder wonders how she could afford it. She says it was a gift, but Ryder grabs her hard. She admits that some Nomads have a stash of it.
M.K. wakes Tilda in the night and asks for her help escaping. Tilda helps him look for a passage. M.K. asks why her mother wanted to cut him, and Tilda explain what the Widow was looking for. The Widow comes through with a Nomad. Tilda kisses M.K to cover for them. The Widow says he’s not welcome any longer. The Nomad agrees to take him. A woman reports to the Widow that Ryder took the bait.
The Nomad takes M.K. outside and shows M.K. the bounty flyer for him. M.K. tries to say it’s not him, but the Nomads knock him out.
Quinn eats breakfast with him family and Sunny arrives. Ryder reveals that Nomads are skimming their Opium. Quinn asks Sunny what he thinks they should do. Sunny suggests he and Ryder scout it out.
Sunny and Ryder observe the turbine factory from outside the fence. They see several Nomads pull up in a car. Inside, M.K. cuts the rope around his wrists using Tilda’s throwing star. Sunny and Ryder finds crates in the factory, marked with Quinn’s symbol. They open one to find it empty. Many Nomads reveal themselves. Sunny and Ryder draw their weapons as the Nomads attack. They wrap a chain around Ryder’s throat and lift him up to hang. The Nomad says the Widow wants Ryder to die slowly. Then she’s going to take the Fort and gut Quinn herself. The Nomads attack Sunny. Sunny defeats the Nomads and cuts Ryder free. As he tends to Ryder, the head Nomad attacks him from behind and starts chocking him out. M.K. stabs and kills the Nomad. Sunny tells M.K. to get going. M.K. says he lied, that he knows the way out of the Badlands, but he can’t get out by himself. Sunny offers to train M.K. and help him control his power if he’ll take Veil out of the Badlands with him. M.K. agrees.
Sunny returns with Ryder and M.K. Lydia immediately takes Ryder inside to tend to his wounds. Sunny says it was an ambush and that the Widow plans to take the Fort. Quinn grabs M.K. by the throat. Sunny says M.K. is the only reason he and Ryder live. Sunny wants to take M.K. as his Colt. M.K. swears fealty to Quinn, and Quinn says he’ll be watching.