We were promised war at the end of the last episode and the third episode brings Sunny and M.K. to The Widow’s doorstep as Quinn leads his Clippers into battle. While Clippers fight elsewhere to take control of her oil fields, Quinn wants to take the battle directly to the enemy and marches into her house. Sunny takes down a variety of Bowler-wearing Clippers in the Widow’s service while her (girl assassins) whittle the number of Clippers down to size. That is all undercard action though as the main event features a sword fight between The Widow, who is buying time for her girl’s to escape, and Quinn.
Sparks literally fly as the two dance throughout The Widow’s great room matching each other blow for blow until Quinn finally manages to gain the upper hand. He is about to strike her dead when he is crippled by a headache, brought on by his tumor, and drops his sword. Sunny rushes in and in his haste to make sure his Baron is safe, The Widow manages to make her escape through a secret passage that had been opened by Tilda as she led the girls away from the fracas.
While Tilda was herding the girls through the passage, which was in The Widow’s study, she sees M.K. huddled behind a desk. He had been told to stay outside by Sunny with the other Colts but he snuck in to find anything he could about Azra. He had found a book on The Widow’s desk when the girls came running in. Tilda does not alert anyone to M.K.s presence but gives him a harsh look that says “you are really going to need to dazzle me if you expect me to go to the Clipper prom with you!”
Ryder is still unconscious from the Nomad ambush while his mother Lydia and his father’s eighth bride-to-be Jade (who is also Ryder’s secret lover) hover over him. Jade tries to play off her concern for Ryder as just impending family obligations. They are interrupted by the return of Quinn and what is left of his Clipper forces. Lydia and Quinn bicker over The Widow’s escape but really they are bickering about Ryder’s failure to recover from his assault. Something is wrong and there is no doctor that she can can call on since Quinn killed him last episode to ensure nobody would know about his brain tumor. Quinn just walks away from her and beds Jade while Lydia sits in the next room holding her dying son’s hand.
M.K. and Sunny look on as dead Clippers are carried back into The Fort when M.K. shows his mentor the book he stole from The Widow. Sunny is fed up with M.K.’s rebellious nature and M.K. is frustrated that Sunny won’t teach him how to fight. Sunny relents and takes him to see the wheelchair-bound Waldo. If M.K. can manage to strike Waldo then Sunny will train him however M.K. wishes but if he cannot then M.K. needs to… well you know how this works out. Despite being in a wheelchair the former Regent repeatedly flips, throws, and humiliates M.K. Sunny explains that you cannot underestimate any opponent.
Jade tells Quinn that she knows someone who can help Ryder but it is not going to be something Lydia is comfortable. Quinn says she will be fine with anything if it means that Ryder will recover. Jade goes straight to Veil, a childhood playmate, and asks her to help. Veil refuses, not wanting to get drawn into the politics of The Fort. Jade pleads with her and Veil, seeing the love for Ryder in her friend’s eyes agrees.
She explains that Ryder has suffered a head trauma and his brain is swelling. Lydia does not want a “cog doctor” working on her son — especially when she see the large drill bit that Veil is prepared to use to reduce that swelling. Faced with the possibility of Ryder being dead by nightfall, Lydia not only acquiesces but helps with the procedure. It is successful but it catches the attention of The Baron, who Veil knows killed her parents. Baron expresses his condolences and vows to catch the scum that killed them. He also tells her that he knows about her and Sunny’s relationship.
Ryder awakens and his father demands to know who set him up. He says it was Angelica, a girl from The Tick Tock Club. Quinn sends Sunny and M.K. to bring her back alive. Meanwhile that is exactly what The Widow is scared of as she and her girls arrive at a burned out mansion that will serve their hideout. She fears it is only a matter of time before Quinn sends someone after Angelica and she dispatches Tilda to go retrieve her before that can happen.
While Sunny is inside the club Tilda sees him as she approaches the club and punches M.K. They argue about who is worse Quinn or her mother while Sunny is inside fighting with Angelica who puts up much more of a fight than anyone else Sunny has faced in three episodes. Rather than let herself be taken by Sunny she hurls herself head first off the balcony to splatter right in front of M.K. and Tilda. M.K. tells her to run before she is spotted by Sunny.
Sunny and M.K. go to see Veil to patch up the wounds that Angelica inflicted upon him and Sunny realizes that the walls are closing in on him. Veil tells him that Quinn knows about their relationship and both M.K. and Veil begin to fill in the details of each other. Most important to M.K. are all the books in her office which means she can read the book that may contain clues about Azra.
Lydia scolds Ryder for not having the will of his father. She is aware that he attempted to kill The Widow and that it will bring a great cost to The Fort. She also tells him that he does not have what it takes to be his father’s heir and leaves him on his own. She will no longer fight for him. He is on his own. It turns out that by seizing The Widow’s oil fields Quinn has violated the Foundation Treaty and the other barons have demanded a parlay. Sunny suspects that it more likely an execution and Quinn agrees. He needs to forge an alliance with Jacobee, who “hates me less than he hates the others” and asks Sunny to approach Jacobee’s regent Zephyr.
Zephyr and Sunny are old flames and she tries to rekindle things with him but realizes from Sunny’s response that he is in love with someone else. She scoffs at the idea that he believes someone’s love can save him. She also scoffs at the idea of Quinn trying to forge an alliance with Jacobee and suggests that if Sunny were willing to clip Quinn that the other Barons would recognize his act. Sunny firmly rejects all her offers and she agrees to take the proposal back to Jacobee but does not expect it to be a fruitful discussion.
With Sunny out of The Fort, M.K. retrieves his book and goes to visit Veil, who practices out her mothering skills on the young boy with a bowl of hot food. He asks her to read the book but she does not recognize the language it is written in. They are interrupted by an unexpected visit from Quinn. M.K. slips out of sight but is able to overhear as The Baron asks Veil to save him like she saved his son.