Lucas arrives at the hospital with Carrie, who is unconscious from her fight with Olek. As the doctors work to stabilize her, Gordon bursts in and demands to know what's been going on between his wife and the sheriff.
Sugar and Job dispose of Olek's body. When Lucas returns, they try to formulate a plan, but Mr. Rabbit is already on his way.
When Carrie regains consciousness, she tells Gordon that their family is in immediate danger and they need to get the kids out of Banshee. Gordon doesn't trust her, but she convinces him to sneak her out of the hospital. When Gordon goes inside their home to check on Deva, Carrie drives on to Max's school, but passes out on its front steps, after her wounds reopen. She wakes up in the nurse's office and spots Max just as Rabbit takes him.
At the sheriff's office, the department is trying to make sense of the mysterious kidnapping in their town when FBI agent Dean Xavier barges in and takes over the investigation.
Proctor buys Rebecca a dress so she can join him at a business meeting; Alex Longshadow is planning on cutting him out of the casino project. When Alex refuses to stand by the deal Proctor had with his father, Proctor blows a whistle and the construction site comes to a halt. Later, Alex meets with Jeffrey Thompson, a former employee of Proctor's who owes a massive debt to the casino. Alex offers to wipe Thompson's debt clean if he'll do some work on his behalf.
Lucas visits Proctor at his slaughterhouse. Before hearing him out, Proctor asks if Lucas had sex with Rebecca, then punches him. Evenly matched, they fight to the point of exhaustion. When they're done, Lucas asks Proctor for help fighting the men who are after him. Proctor agrees, but tells Lucas that Rebecca is absolutely off-limits.
Max has an asthma attack and tells his grandfather he needs his nebulizer. Carrie digs up guns she'd buried in her backyard. When she comes back inside, Rabbit is already there, sitting with Deva. Despite Carrie's pleas, Rabbit reveals the truth to Carrie's family about who she is. He asks Deva to retrieve the nebulizer and tells Carrie that she will receive no mercy.
Rabbit shows up at the police station where Lucas is by himself. He tells Lucas that he wants his face to be the last one Lucas ever sees. As Rabbit leaves the building, Lucas hears the sounds of a machine gun loading.