Khlyen asks The Lady to give him Qresh after she conquers the J. Pree and Gared rescue Turin. Johnny and Zephyr determine that they only need to take out one factory to ruin The Lady's terraforming efforts. The Killjoys reunite with Delle Sayeh and Aneela on the prison ship. D'avin suggests going to Qresh to get missiles to blow up the factory. The trio on Westerly finds out the Killjoys are still alive. D'avin and Delle Sayeh visit Silas and Evie to get munitions. They want D'avin in exchange for the weapons. Aneela tells Dutch they have to rescue Khlyen from The Lady. Dutch instead offers to make Clan Rubell a member of The Nine. Pree and Turin are being stalked by a hatchling. The team decides to take out the factory first then rescue citizens afterward. Dutch's speech convinces prisoners to take part in a frontal assault on the factory. Zephyr discovers the fog in Old Town is an immunizing agent. Gared tells Khlyen the resistance's attack on the factory is a distraction while they attack The Lady's ship. The attack on the factory begins. Khlyen determines that Gared is lying and takes his earpiece, then finds out the Killjoys are still alive. Khlyen feeds Gared's lie to The Lady. Pree leads the people in the bar in song to keep them calm. Johnny and Dutch plant the homing beacon for the missiles and the resistance falls back. Khlyen finds and smashes the beacon. But it was a diversion to capture Khlyen. Khlyen says he has a plan, but Dutch knocks him out before he explains it. Johnny increases the target zone to wipe out the hatchlings as well. The bombing also wipes out Old Town. The Lady has captured Jaq.