Javi proposes they come clean with the passengers about Mr. Wilford before Layton tells everyone. Cavill and Bennett disagree.
Cavill announces to the train that Miles will be apprenticed to the Engine Car to become an engineer.
Layton is smuggled to Miss Audrey where he convinces her to bring the leaders of Third to meet him to join the revolution.
Miles gets sick and is taken from the school car to the clinic. Bennett has been sent to watch him and goes with Ms. Gilles to the clinic. In the exam room, Josie is disguised as Pelton's assistant and gives Miles the information he needs to know.
Ruth is on a day off and accepts a dinner date invitation from Commander Grey. At dinner, the Folgers join them and they ask Ruth to join their coup.
Cavill interrogates Terence who doesn't give up any information. She goes after Zarah and threatens Zarah's unborn baby so Zarah gives up Josie.
Cavill's interrogation of Josie ends with her freezing off a finger. She leaves to throw up and Till takes the opportunity to get in to see Josie. Josie gives her a message for Layton.
When Cavill returns, Josie's entire hand has been frozen, allowing her to break out of her restraints by shattering the frozen hand. They fight and the room is breached to the outside. Cavill gets out but Josie dies.
Till gets the news to Layton. While Audrey performs, he grieves.
LJ Folger enters the Night Car room and Layton offers to tell her the biggest secret of Snowpiercer.