At a nightclub, The Widow, dressed to kill in all black and sultry stiletto-heels, approaches her former Regent about teaming up to take Quinn down. Before he can respond, a group of five Nomads, who have been eyeing them from the corner of the room, attack and kill the former Regent. The Widow dodges their machetes and blows, gracefully taking four of them out. With her shoe on his neck, she asks the last Nomad who hired him. He tells her Ryder did. She thanks him, then slices his throat with her heel.
M.K. sprints through the woods, still on the run from the Fort. As he rests near a stream, he spots a young girl hunting squirrels with butterfly-shaped throwing stars. Aware of his presence, Tilda pins him to a tree and asks where he's running from. M.K. lies and says his parents were attacked. They hear dogs barking in the woods and Tilda tells M.K. to follow her.
In the woods, Sunny, Ryder and a pack of Clippers with bloodhounds search for M.K. Ryder urges them to continue the search through The Widow's territory, but Sunny advises against it. They turn back.
M.K. and Tilda arrive at the Lodge where M.K. learns The Widow is the person Tilda keeps referring to as "Mother."
At the Fort, Sunny reports back to Quinn, who knows someone helped M.K. escape. Quinn says there's a traitor in the Fort and Ryder offers to "root out this turncoat myself." Lydia, knowing, stays quiet. Quinn asks about the Nomad attack on The Widow, but Ryder claims he wasn't a part of it.
At the Lodge, The Widow pries for more information from M.K. while he takes a bath. She deduces that he came from the Fort and tells him about the boy she's been searching for. "There's nothing special about me," M.K. says.
At the Fort, Quinn makes plans with Sunny to ride outside the wall.
Quinn observes the Cogs working in the poppy fields and recounts a story about his father, a Cog, who passively took a deadly beating and moved Quinn to become a Clipper.
At the Lodge, The Widow meets with three Nomads to devise an attack on Quinn, offering them territory in return. When the Nomads hesitate about siding with "a bunch of girls," The Widow proposes a deal: if Tilda can take one of the men down, they'll join her. As one of the Nomads lurches for Tilda, she sidesteps and strikes his throat. M.K. secretly watches as Tilda swings onto the Nomad's shoulders and snaps his neck. The Widow and the other Nomads toast to "new alliances."
Quinn and Sunny arrive at the home of Dr. Vernon and his wife Hannah, Veil's parents. Hannah lets on to Sunny that she knows about Veil's pregnancy. Sunny reminds Hannah about the impending danger, but Hannah says Veil "doesn't want a life without you and that baby."
In his office, Dr. Vernon tells Quinn he has a tumor in his brain and doesn't have long to live. Quinn studies his x-ray.
Quinn leaves the doctor's home, then orders Sunny to go back inside and clip Vernon and Hannah, asserting they have "a weapon that could destroy everything I've built and bring me to my knees." When Sunny refuses, Quinn draws Sunny's sword, steps into the house and slaughters them himself. Quinn steps out of the house covered in the blood of Veil's parents. "You killed them," Quinn says to Sunny.
In his cottage, Sunny cleans the blood from his sword.
Sunny visits Waldo, wheelchair-bound, in his shack, and asks if Waldo has ever considered leaving the Badlands. Waldo warns Sunny that freedom is just an illusion. "You can't ever outrun who you are," he says.
At the Lodge, The Widow asks Tilda to provoke M.K. and cut him to prove he's the boy she's been searching for.
Tilda attacks M.K. She pins him to the ground and pulls out a dagger. M.K. begs her not to cut him and comes clean about his mother. Tilda cuts her own palm and smears a trail of blood down M.K.'s cheek to appear as if he's been cut. The Widow peeks in and assumes M.K. did not transform.
In Veil's clinic, Sunny tells Veil that Quinn killed her parents out of fear of people finding out that he's dying. He comforts Veil, promising to take her and the baby away from the Badlands.
Ryder lies in bed while a prostitute pulls a prosthesis from his foot and massages his mangled toes. He recognizes an armadillo insignia imprinted into her brick of opium and grabs her by the throat, demanding to know where she got it from. She tells him about an old turbine station where Nomads are keeping the opium.
Outside the Doll House, a Butterfly watches the prostitute pin a red dress on a clothesline.
That night, M.K. asks Tilda for help escaping from the Lodge.
Tilda leads M.K. to the library where M.K. learns The Widow plans to use him as a weapon to overthrow the other Barons. Hearing The Widow's footsteps, Tilda leans in to kiss M.K., purposely getting caught in the act. The Widow kicks M.K. out and hands him over to a Nomad. A Butterfly enters and tells The Widow that Ryder "took the bait."
Outside the Lodge, the Nomad shows M.K. a flyer with a sketch of M.K.'s face. "That's one hefty bounty," he says, then knocks M.K. out cold.
The next morning, Sunny meets Ryder and Quinn at the plantation house. Ryder tells Sunny that Nomads are stealing their opium. Sunny plans to scout out the turbine station with Ryder.
Sunny and Ryder follow The Widow's Nomads inside the turbine station, while M.K., gagged and bound outside in a transport, tries to break free using a butterfly throwing star.
"There's no opium here," a Nomad tells Sunny and Ryder, who realize they've been set up. Twenty-five Nomads surround them with an assortment of weapons. A chained noose is swung around Ryder's neck as he's hauled into the air. Sunny springs into action, taking out the swarming Nomads in groups and cutting off limbs as he goes. He takes a few blows, but manages to cut Ryder down. As he tends to Ryder, one last Nomad thrusts a metal bar against Sunny's throat as Sunny struggles. A machete shoots through the Nomad's chest -- it's M.K. With all of the Nomads subdued, Sunny learns that M.K. knows the way out of the Badlands. He offers to train M.K. if he promises to protect Veil. They shake hands.
Sunny arrives back at the Fort with M.K. and Ryder. Quinn grabs M.K. by the throat, but Sunny assures Quinn that M.K. saved both his and Ryder's life, and plans to take M.K. as his first Colt. "Saddle up," Quinn declares. "It's war."