At the Fort, Sunny and M.K. continue training atop the roof. Drained, M.K. warns him to stand down. "You're going to kill me, just like you killed those people on that boat?" Sunny challenges, then grabs M.K. and holds him over the edge of the Wall. Sunny asks if M.K. can control his power now, after refraining from hurting Tilda at the parley. "How do I know you weren't lucky?" Sunny asks. Just then, M.K.'s eyes turn dark as he grabs Sunny's throat. "You don't," M.K. says and throws Sunny over the wall.
Sunny wakes in bed with Veil -- he was only dreaming. He picks up the Azra book, noticing a circular hollow cutout within. He places his compass inside. The dead needle spins to life. Veil wakes and tells Sunny she can't hide her pregnancy much longer. After claiming his compass is broken, Sunny says he knows a way out of the Badlands - "but the price is steep."
M.K. practices in the Colt courtyard. Sunny, still bothered by his dream, informs M.K. that he didn't kill Tilda at the parley in his dark state. "It looked like you were controlling your power," Sunny says. "Does this mean we get to leave soon?" M.K. asks. Sunny says Quinn wants them to find The Widow.
At the Sanctuary, The Widow offers her stolen Cogs food and the chance to leave freely. They stay. She calls one of them, a young boy, forward. She tells him to go inside with the rest of the boys from among Quinn's cogs.
In his study, Quinn worries his crops will rot without the Cogs to work the fields. "We sit here with the largest Clipper force and two territories talking about a woman who's done more damage with no army at all," Jade notes. Jade volunteers to show the remaining Clipper force how to harvest the fields until the new Cogs arrive.
Outside Sunny's cottage, M.K. asks Ryder for his pendant back. Ryder lies and says he traded it. Once M.K. leaves with Sunny to go find The Widow, Ryder pulls the pendant out of his pocket.
At the Fort, Quinn addresses a large assembly of Clippers and Colts. He tells them he needs them to work the fields before the poppy crop spoils. In the middle of his speech, he's struck by a headache and falters. "Lead them," he tells Jade.
Lydia drags a delirious Quinn into the Fort and sends word for Veil.
In the woods, M.K. tells Sunny he knows Veil is pregnant. "Must be strange for you," M.K. says. "Having to care for someone and not kill them." Sunny asks M.K. why he lied about knowing the way to Azra. M.K. says he knows the way, but it's all jumbled in his head. Sunny tells M.K. he got his compass to work and might have a direction towards Azra.
At the Sanctuary, The Widow cuts a male Cog's hand. When nothing happens, she sends him to join the other boys she's cut. Tilda asks how The Widow plans to use M.K. When The Widow questions her sudden interest, Tilda covers and says she just wants "to be more help to you now that Angelica and Valentine are gone." The Widow says there are answers in her missing book, but knows that every time he's cut, his life force weakens. "Without training, he will die," The Widow says.
Ryder visits Waldo's shack. Ryder reminisces about how Waldo saved him from Nomads when he was younger and asks if he'd still have Waldo's support "if things changed around here." Waldo says he's "on the side that wins." He says, however, that Ryder should choose his allies with care. Ryder shows M.K.'s pendant to Waldo, who suggests reacquainting with his grandfather to learn more.
In the woods, Bale tells M.K. he wants his first kill tat in order to impress his Clipper, Petri, even if it means "killing some girls." M.K. notices a Butterfly star lodged in a tree and starts towards it, but Sunny quickly throws him out of the way. Sunny carefully places a stick where M.K. was about to tread as the jaws of a bear trap snap shut. They hear an agonizing scream and rush towards Petri, whose right leg has been crushed by one of The Widow's traps.
Back at the Fort, Jade teaches the Clippers how to harvest the poppies. Lydia arrives and asks Jade to show her as well.
In his study, Quinn agrees to Veil's poison treatment. When Veil asks why he killed her parents, Quinn invites her to turn up the poison and end his life. When she doesn't, Quinn says the two of them are both "prisoners of our natures." Quinn tells Veil that Sunny is to blame for her parents' death. "It was his blade that ended their lives," he says.
In the woods, Sunny sets Petri's broken leg. They plan to camp out in the woods for the night. Tilda hides behind a tree in the distance.
Ryder rides to a Totemist Commune to visit his grandfather, Penrith, who recounts what happened to Ryder as a child. "I told your mother what would happen if she married a man like Quinn, willing to sacrifice his own son over his pride," he says. "He should have paid the ransom." Ryder says he doesn't want to talk about the past and shows him M.K.'s pendant.
Penrith recognizes the design on M.K.'s pendant. He says Azra is just a made-up place that Cog orphans were led to believe they're from and that a Maker probably forged the pendant using a photo from the old world. Ryder tells Penrith that Lydia was never happy in the commune. Ryder says she still practices. Penrith welcomes Ryder back if he wishes to "embark on a different course." After Ryder leaves, Penrith tells an older man, "Send word to the Abbots. We've got a dark one in the fort. He'll need to be cleansed."
In the woods, Tilda signals M.K. away from the others. Tilda tells M.K. he's not safe. "All of these people want to use you," she says. M.K. says that Tilda might be the one who makes him feel safe. He says she's the reason he was able to control it. M.K. suggests running away together, but before she can answer, Sunny appears and slams her to the ground.
M.K. tells Sunny that Tilda is the reason he's able to control himself at the parley. Trying to win points with Sunny and Petri, Bale attempts to interrogate Tilda. In one smooth motion, Tilda lunges towards him and bites his ear. As he screams, she grins, mouth full of blood, and spits out his flesh. Sunny says they are going to the Fort.
At the Fort, Jade applies ointment to Lydia's blistered hands. Lydia notes that Quinn has pitted them against each other. They agree to not be rivals.
The Widow and her Butterflies search for Tilda. They find a strip of Tilda's uniform pinned to a tree by a dagger emblazoned with Quinn's armadillo insignia. The Widow plans to send word to her "friend" at the Fort to gain entry.
Lydia and Quinn share a moment in his study. "I will be by your side when the wolves reach our door, howling for your blood," she says. Sunny walks in and informs Quinn he caught Tilda. Quinn tells him to torture her for information. When Sunny hesitates, Quinn says, "I'd hate for us to have another miscommunication." Just as Sunny is about to leave, Quinn tells Sunny he doesn't want him seeing Veil anymore.
In the dungeon, Sunny forces Tilda into a chair and locks her wrists and ankles in straps. He tries to reason with her, but she spits in his face.
Jade brings soup to Quinn in his study. As he eats, Jade's eyes flutter and the bowl slips from her grip. She falls over, convulses and froths at the mouth. Quinn yells for help.
Outside Tilda's cell, M.K. begs Tilda to give up The Widow. Suddenly, a bola is flung around Bale's neck -- it's The Widow. Sunny charges her and they spring into battle, trading merciless blows.
Meanwhile, M.K. sets Tilda free. Bale tries to stop M.K., but Tilda kicks Bale and they tussle. Bale locks M.K. in the cell, so he can only watch while Bale beats Tilda. At the same time, Sunny slashes a spear across The Widow's torso, spilling blood.
As Bale readies to finish Tilda, M.K. cuts himself and releases his dark energy. He palm-slams the metal cell door, which sends Bale flying into a rusted iron spike, impaling him. The Widow, Tilda and Sunny stare at M.K. in his dark state. While Sunny is distracted, Tilda and The Widow run. Sunny approaches M.K. and M.K. collapses. Seeing The Widow has disappeared, Sunny chases after her down the tunnel.
Outside the wall, Sunny searches the horizon, realizing he's lost The Widow again.
Quinn, having witnessed everything, stares down at M.K.