Voice over explains how war led to the consolidation of power within the hands of 7 powerful barons. Sunny rides his motorcycle on a dirt road until he comes on a pile of corpses near an overturned truck. They are mostly Cogs, and they’ve begun to decompose. He picks up a broken shackle, then pulls out a telescope to survey the area. He sees smoke rising from behind the tree line.
Sunny finds a group nomads camped out in the forest. He gets off his motorcycle and props his sword against it. He asked about the transport that was attacked, and says it belonged to his Baron. Sunny asks what’s in a trunk one of the men is sitting on. The man says it’s none of Sunny’s business. One of the other men picks up a sword and attacks Sunny. Sunny evades his strikes and deals with him easily, snapping his neck. The rest of the men attack, and Sunny fends them off, leaving the leader impaled on a spit.
Sunny finds several coins dropped by the man. There’s a butterfly imprinted on one side. He busts the lock on the trunk and finds a boy inside. The boy runs, but Sunny trips him up with bolos.
Sunny digs a mass grave for the corpses. The boy, M.K., wakes up propped up against Sunny’s motorcycle. He starts walking away, but Sunny tells him there’s nowhere to go. Sunny asks how he ended up in the trunk and not dead. M.K. says the Widow paid the men to find him. M.K. asks what happens next. Sunny plans to bring M.K. back to his Baron’s fort, that he’ll be safer in the poppy fields. M.K. says he’d rather his chances. Sunny gives the shovel to the boy.
Sunny and M.K. arrive at the fort. M.K. looks around at the workers in the field as they enter the fort. Inside, young men are being trained in martial arts. Sunny and M.K. watch some of them, Clippers in training, sparring in a pit. Sunny says every boy gets a chance to join. M.K. politely declines. A horn sounds, summoning the new recruits to meet the baron.
Baron Quinn greets the recruits with a Bible in his hand, talking about how people used to believe it was a holy book. He says there is no god in the Badlands. Quinn says he’s the one who clothes and feeds them. He says the strongest of them will become Clippers, loyal soldiers who he considers his family. In return for their loyalty, clippers are given the best food, clothes, and women. Quinn has Sunny remove his shirt to reveal a torso covered in tattoos. Each represents a kill Sunny made to protect Quinn’s interests. He recalls how far Sunny has come since he was found as a whelp. Now he’s the most feared Clipper in the Badlands. He asks the boys if they want to be clippers, with all that entails, and they chant “yes baron” back. M.K. does not join in the chant.
Quinn asks M.K. why the Widow is so interested in him. The boy says he doesn’t know. Quinn warns the boy not to keep secrets, then sends him to the pit. Quinn tells Sunny to keep an eye on him. Quinn’s son, Ryder, shows up and is angry that Quinn sent Sunny to deal with the Nomads when it had previously been his own responsibility. Quinn tells Ryder that the Widow was behind it. Quinn’s son is eager to strike back, but Quinn and Sunny prefer caution.
M.K. enters the pit. Another boy, Ajax, takes his pendant. They scuffle until Sunny breaks them up. Sunny takes the pendant. He stares at the emblem of a city engraved in it. Ryder oversees this. Another boy, named Bale, introduces himself to M.K. Bale warns M.K. to stay away from boys like Ajax, because they start fights in order to gain the attention of Clippers, hoping they’ll be chosen as Colts. M.K. and Bale agree to watch each other’s backs.
Quinn walks back to his manor. Lydia, his wife and Ryder’s mother, greats him and says a third baron has regretful declined to attend Quinn’s next marriage. Quinn enters his office and is overcome with a headache. Lydia tells him to rest. They discuss Ryder. Lydia says Ryder needs to take over more responsibility, but Quinn doesn’t believe Ryder is ready for that.
Sunny pull out a compass with the same city insignia as M.K.’s pendant. He remembers taking it from a dead man as a child. Ryder Ryder encourages Sunny to change his position on striking back at the Widow. He says Quinn hasn’t been himself, with the headaches, and will listen to anything Sunny recommends.
Lydia watches Quinn with his soon to be new wife, Jade. Ryder says it must be hard to watch. Lydia says Quinn is a Baron and can take as many wives as he likes, but he will always need her.
Sunny goes to town and visits Veil. The two sleep together and Veil continues teaching Sunny to read. Veil reveals to him that she’s pregnant. Sunny says she can’t keep it. When she protests, Sunny reminds her that the punishment is death. She says they need to leave the Badlands. Sunny says Quinn hunts down and kills those who try to escape. Veil says she’s heard stories of places outside the Badlands. She says she knows Sunny is a good man. Sunny says she’s wrong.
Sunny gets another tattoo from Ringo. Ringo reminds Sunny of a time when he used to be excited about each new mark, but doing such work takes a toll on any man.
That night, Ajax attacks M.K. in the barracks. M.K. sees his own blood and his eyes glow. Filled with power, M.K. kicks Ajax into a mirror. The mirror shatters, and M.K. grabs as shard as it flies through the air and whips it back into Ajax’s eye. Sunny watches as M.K. passes out.
When M.K. wakes, Sunny asks what happened, and says he’s never seen anything like that, and it must be why the Widow is after M.K. M.K. says it happens when he bleeds, like something takes control. He says his mother was taking him to see a healer who could fix him, but they were caught by nomads. Sunny shows M.K. the compass. M.K. says the city is his home, Azra, beyond the Badlands. He asks for his pendant back, but Sunny tells him Ryder took it. M.K. says he’s getting it back, but Sunny tells him to go back to the barracks and keep his head down.
Sunny goes back to Veil’s place, but backs away before opening the door. He finds himself surrounded at an intersection. Four men attack while a car sits nearby with its headlights on. They fight around and on top of the car. Sunny kills all four men.
The Widow gets out of the car. She says she’s a baron now, and asks for M.K. Sunny refuses to hand the boy over. The Widow tells Sunny to let her know when he changes his mind.
Bale tries to talk M.K. out of going after his pendant, but M.K. is determined. He sneaks into the Baron’s manor, finds the pendant, and takes it. Ryder finds him there and tries to stop him. Lydia finds them struggling. She sees the pendant and asks where they got it. M.K. says it’s his. Ryder decides M.K. will be executed in the morning.
Sunny finds M.K. in the dungeon. M.K. asks where he got the compass. Sunny says it doesn’t matter, but M.K. infers that Sunny kept it for a reason, that Sunny is also hoping Azra is out there. M.K. asks Sunny to find his mother and tell her that he’s sorry, and that he never gave up. Sunny says he can’t keep that promise. Sunny breaks M.K.’s shackles and tells him to find his mom and tell her himself.
Sunny shows M.K. an underground tunnels that leads out of the Fort. He warns M.K. that if he’s caught he will be killed. Sunny says he’s giving M.K. the choice he never had. Lydia watches from a window as Sunny goes into town. A rider comes for Sunny, says the Baron is looking for him. Sunny enters Quinn’s office. Quinn wants Sunny to move closer to the house. Sunny reluctantly agrees. Quinn says he knows the other barons are coming for him. He says he and Sunny are the only ones capable of defending the farm. Sunny says Ryder won’t be happy. Quinn says Sunny is lucky he’ll never have a family.
In the night, the baron smokes his pipe. Jade goes to Ryder’s room and disrobes. Sunny looks at his compass. M.K. climbs out of the tunnel on the other side of the Fort’s wall.