WARNING: If you don't want to know what happened in this episode, don't read this photo recap! 

In exchange for his loyalty, The Lady promised Khlyen "a galaxy." Well, she didn't literally mean his own galaxy: he'll be able to enjoy hers vicariously. She is willing to part with a planet though, and Khlyen wants Qresh. And he'll get it, too, granted her plan goes according to...plan.

On Westerly, Pree and Garrett have saved Turin from his captors. Turin wants to book it off Westerly, but Pree wants to save their people. Well, it looks like their people are coming up the rears now. But something feels off.

Meanwhile, on the Supermax, Johnny and Zeph have come up with a plan: because of the way the factories are built, if they can deactivate one of them, they can deactivate them all. Nice work, you two!

Then, an unexpected arrival: Delle Seyah and Aneela show up on the Supermax. There's a cold reconciliation between the Killjoys and Delle Seyah, and everyone kind of join forces. Only kind of.

Zeph is able to make contact with Pree and the gang, and tasks them with a mission: test the air quality on Westerly and see if anything's changed.

The Killjoys have landed on Qresh to acquire ammunitions for the onslaught on the factory. They hit up the two Qreshi aristocrats they saved from death on the Supermax in the hopes that they'll fork it over. They're obstinate. So Delle Seyah, instead, offers to use her political clout to get them a seat at the table of the Nine. That works.

So the air quality in Old Town? It's getting worse. The factories are pumping a fog into the atmosphere, poisoning people. When Turin and Pree find out, they shepherd everyone into the bar for protection. Meanwhile, Zeph is up at her lab on the Supermax trying to figure out an antidote.

It's time for Dutch's St. Crispin's Day speech to the convict-troops. She rouses their hearts, and offers them jobs as guardians of Westerly if and after they vanquish The Lady.

Zeph finally gets a lock on the gas in Old Town. It looks like it's an atomized vaccine. But for what?

Garrett, who's been bugged by Fancy Lee, infiltrates The Lady's ship to talk to Khlyen. As he's cued in by Johnny, he feeds Khlyen the following story: the rebels are preparing to bomb a factory, but only as a diversion, while they rain missiles on the armada. Khlyen is skeptical.

The rebels make their foray into the factory, and D'av thinks it's the right time to tell Dutch that he loves her. Oh, D'av....

Khlyen quickly figures out that Garrett's been trying to dupe him. He wrests the bug from Garrett's ear, and listens in himself: he hears his daughter on the line. He gets emotional.

Meanwhile, while The Lady's offspring are making mincemeat of passersby outside the bar, Pree is addressing all those smart enough to stay inside. He's pressured by Turin to tell everyone what's really going on. So he breaks the news to them about the mind-control agent they've been under. It's a tough pill to swallow.

After kicking major tail, Johnny and Dutch plant a bomb to blow up the factory. It's a fail-safe plan. Or so they think.

Then along comes Khlyen, who picks up that bomb, and shatters it into a thousand pieces.

Turns out, that was all part of the Killjoys' plan. They wanted to see what side Khlyen was really playing for, and they found out. Garrett was a plant, they knew he would get found out. Upon pain of death, Khlyen tells the Killjoys that the vaccine vapor was meant to innoculate the hatchlings, not the people of Old Town — they're the food. Khlyen recommends taking them all to Qresh, but Dutch knocks him out before he can get a full sentence out.

When they return to the ship, the Killjoys reroute the missiles to destroy all the factories where there are hatchlings. It's the last hope to save Westerly.

The Killjoys have saved as many folks as they could from Westerly and brought them on the Supermax. Once they're on-board, they're relieved of the mind-control agent, and start to remember their real pasts.

While The Lady fumes, one of her henchmen brings her something to calm her ire. They intercepted a UFO, and it turns out to be just what she's been looking for: Jaq, in his glass cube.