On a dirt path, Sunny rides a motorcycle through a vast field of poppies. He slows when he spots an overturned transport beside a collection of dead bodies covered in flies, arranged execution-style. He picks up a set of empty shackles: someone got away. Scanning the horizon with his telescope, he sees smoke rising from the woods in the distance.
In the woods, Sunny approaches a group of nomads and asks about the dead cogs in the field. The men feign ignorance, but Sunny says the transport belonged to his Baron. "A real-life Clipper," a nomad taunts Sunny. "Don't you dogs usually travel in packs?" When Sunny inquires about a locked trunk the nomads are guarding, he is met with the swinging of a blade by a tall brute, but Sunny avoids all blows with ease and snaps the man's neck. The nomads stand to their feet, weapons at the ready. Sunny welcomes the challenge of the surrounding men and takes them all out one by one.
Sunny picks up a fallen coin from the dirt and studies the image of a butterfly and an oil rig imprinted on it. He cuts the lock off the trunk and M.K., the missing cog, bursts out. As M.K. tries to flee, Sunny flings a bola at him, causing him to fall.
In the field, Sunny and M.K. bury the dead Clippers and cogs. Sunny asks M.K. why his life was spared by the nomads. M.K. finally admits, "Someone named The Widow paid those Nomads to find me." M.K. asks Sunny to let him go, but Sunny thinks M.K. will be safer at the Fort.
Sunny rides with M.K. to the Fort where a squad of Clippers trains with military precision on the courtyard. They stop to salute Sunny.
M.K. observes a crowd of teenaged boys practicing martial art moves and beating each other in a pit. "They're Colts," Sunny explains. "Clippers in training." Sunny tells M.K. he'll have the chance to join the ranks, or else he'll spend his life working in the field. An air-raid siren goes off. "You're about to meet the Baron," Sunny says. "He's welcoming the new recruits."
The Colt recruits gather inside the chapel. The Baron, Quinn, strides in with a bible. "There is no god in the Badlands," Quinn proclaims. "A god does not feed you, or clothe you, or protect you & I do." He says that becoming a Clipper means becoming part of his family - of which there can be no other. He beckons Sunny and orders him to take off his vest. Sunny reveals his torso tattooed with 404 black lines. "404 souls all taken for me," Quinn says. "No Clipper in the Badlands is more feared, or more loyal." Quinn shares how he found Sunny as an orphaned boy and raised him. He asks the boys if they want to follow in Sunny's footsteps. "Do you want to kill in my name?" Quinn screams. The recruits holler in excitement.
At the Colt compound, Quinn asks M.K. about The Widow's interest in him, then sends him to the pit. He tells Sunny to keep an eye on M.K. Ryder, Quinn's son, approaches. Observing the butterfly coin Sunny found, Ryder says another Baron is moving against them. Quinn insists that murdering her husband doesn't make The Widow worthy of the Baron title, but Ryder reminds him of her importance: "Our poppy can't be processed without her oil to run the factory." Sunny warns against making a move on The Widow as it would start a war with the other five Barons. Quinn sides with Sunny.
In the pit, Ajax rips a silver pendant from M.K.'s neck. M.K. tackles him, but Sunny tears them apart and takes the pendant. Bale, another recruit, warns M.K. to be careful around aggressive recruits like Ajax who want to show off for the Clippers, who want to become Colts.
In the dining room of the plantation house, Lydia, Quinn's wife handles a declined invitation to a wedding for Quinn and his new bride, Jade.
In his study, Quinn winces in pain from a headache. Lydia suggests he rest and let Ryder take on more responsibility. "Are you planning a wedding or a wake?" he asks. "Power's not inherited, it's taken." Quinn says Ryder is not up to the task. "He's stronger than you think," Lydia says.
In his quarters, Sunny studies his silver compass adorned with a cityscape that resembles M.K.'s pendant. Ryder walks in and asks about the pendant. Hiding his compass, Sunny hands the pendant over. Ryder tells him they need to move against The Widow. Sunny says Quinn already made his decision, but Ryder says Quinn just agreed with Sunny "like always."
Lydia and Ryder watch from a distance as Quinn and Jade embrace near the house. Lydia acknowledges the Baron's entitlement to multiple wives. "Don't pretend it doesn't hurt," Ryder tells her. "I still have his head and his heart," Lydia says. "And I gladly bequeath to her everything to the South."
That night, Sunny leaves the Fort and walks through an enclave of saloons and opium dens on Wall Street. He makes his way to the clinic where Veil fits a prosthetic hand to a patient's wrist. She smiles at Sunny.
In Veil's apartment above the clinic, Sunny and Veil lie post-coital in bed. Sunny practices reading and puts the book down. "Three months ago you couldn't read your own name, and now getting picky," Veil says. They kiss until Veil backs away and tells Sunny she's pregnant. Stunned, Sunny immediately tells her they can't keep it as he'd be put to death. Veil suggests they escape the Badlands, but he says there's nothing "out there." Veil says buried under all of the ink on his back is a good man. "You're wrong," Sunny says, and he leaves.
At a tattoo shop, Sunny drinks and gets new marks for the Nomads he killed.
At the Colt quarters, Ajax attacks M.K. As M.K. bleeds, his wound triggers a chi-enhanced transformation and his eyes turn black. Moving at superhuman speed, M.K. hammer-kicks Ajax in the chest and sends him flying into a mirror. He catches a shard of glass in mid-air and flings it into Ajax's eye. Sunny turns the corner and watches in astonishment as M.K.'s eyes turn back to normal and he passes out.
M.K. awakes in Sunny's quarters. M.K. explains he loses control when he bleeds and was going to see a healer with his mom when they were caught by Nomads. Sunny pulls out his compass and M.K. recognizes the cityscape as his home, Azra. Sunny asks if he knows how to get there, but M.K. doesn't remember.
Quinn watches Sunny through a telescope as Sunny stares out beyond the walls of the Fort. Sunny stands in the rain in front of Veil's clinic, but turns away.
On the street, Sunny spots four black-clad Clippers approaching him, swords drawn. Sunny draws his blade as they all swing at him simultaneously. A woman watches from a white car while Sunny kills all of the men. The car door opens. One woman holds an umbrella for The Widow as she steps out. The Widow asks Sunny to bring her M.K., but Sunny refuses.
Back at the Fort, Bale tells M.K. where Ryder's room is.
M.K. rummages through Ryder's belongings, looking for his pendant. Ryder catches him and pins him. Lydia hears the commotion and asks Ryder about the pendant. Ryder says he wants to execute M.K. in front of the new Cogs to set an example.
Sunny finds M.K. shackled to a wall. Realizing he's going to die, M.K. asks Sunny to promise to find his mom for him. Sunny says he'll never be able to keep that promise. He slices M.K.'s shackles and frees him. "Find your mom and tell her yourself," he says.
Sunny leads M.K. through the dark and shows him the way out of the Fort. "I never had a choice. Now you do," he says. Lydia watches from the house.
Sunny reports to Quinn's study. Quinn tells Sunny he caught him staring beyond the walls and wants him to move closer to the house so he can better defend the Fort. "I know the other Barons are coming for me," Quinn says. "But they will never take this Fort, and you and I are the only ones who can defend it."
Jade tiptoes into Ryder's room, drops her gown and climbs into bed with him.
Lydia studies her reflection in her mirror.
Quinn smokes from an opium pipe.
Sunny lies in bed, staring at his compass.
M.K. runs in the darkness through the poppy field, away from the Fort.