LJ sneaks up to the Engine and Miles lets her in so she can see that there is no Mr. Wilford. She steals Cavill's photograph of her baby.

In the Night Car, Layton organizes the revolution's forces. Till goes to see Jinju and warns her to stay out of Third.

Ruth is called to the Folgers' carriage where Commander Grey is waiting. They tell her that Wilford is not on the train and the First Class Committee should be gathered to confront Cavill with this information.

Cavill gives Miles an orientation in The Engine and he points out that this revolution has been the slowest so far. When Miles asks about her daughter, Cavill reveals that Ally didn't make it to the train.

Cavill is summoned to First. They confront her with the rumor that Wilford isn't aboard and insist that he make himself available to prove otherwise, in person. They take Cavill into custody. Grey orders all jackboots to first, pulling the units that have been guarding The Tail.

Roche and Osweiller see the jackboots leaving and Roche assigns double patrols.

Audrey alerts Till and Layton that the jackboots have moved uptrain. The signal, a bit of red cloth, is set out to alert Third and The Tail that the revolution is on. Till and Layton head to The Tail under the guise of her having captured him again.

Grey places First Class under martial law, confining them to quarters.

A team from the Tail infiltrate Third, heading to the Drawers, Electrical, and into the subtrain to set up for an assault by the jackboots.

Cavill hits a hidden alarm button under her desk, signaling the Engine Car to lockdown. Javi sees Grey and jackboots at the door and lets them in instead. Bennett locks him out of the Engine Room where Grey captures him. He reveals to Grey and Ruth that Wilford's been dead since departure. Ruth has a breakdown and Grey insists that they'll restore order.

Till and Layton arrive at The Tail but the jackboot left behind wants to check their story. Lights and Walter are trying to disrupt the coms and manage to pull the connection before the jackboot can make contact. Till knocks him out and she and Layton enter The Tail to start the revolution.

Osweiller catches Walter and Lights and orders a brakeman to go on foot to alert Grey when it's discovered the coms are down.

Audrey takes Aus to Klimpt to start waking the Sleepers, starting with the Tailies from the last uprising.

Ruth confronts Cavill in her detention room and Cavill reveals the truth about Wilford and Snowpiercer. They plan to execute Cavill in the morning.

The brakemen, led by Roche, try to stop the Tailies in The Chains. Layton and Till come in to talk with Roche. Osweiller runs and Roche allows the Tailies to move past.

In The Drawers, Strong Boy wakes up, speaking Mandarin.

In the subtrain, the jackboots meet up with the Tailie weapon which skewers anyone who gets close. Grey chooses to lead a group through the overtrain. As they pass through the Night Car, they find a box with the severed head of the Tail Station jackboot. The Tailies attack and a battle ensues. Grey calls a retreat.

As the Tailies are tending to their wounded, jackboots return with smoke grenades, forcing the Tailies back into Third.

In The Drawers, Klimpt is having second thoughts but Aus insists on continuing to wake the Tailie prisoners. When he goes to wake Pike, the Drawer is empty. Klimpt looks like he knew it would be that way.

Pike is in First Class collaborating with the Firsties and Grey while he eats chocolate cake.