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

Dutch worried about Dav's memory of her killing on Arkyn, starts to question herself.

The Killjoys return to the RAC so they can get access to Old Town, and who do they see but their old non-pal Turin. Last we saw him, he was busy getting killed, so understandably everybody thinks he's a Level 6. Until they spot his still-heaving gut wound. Just lucky, then! Turin grumpily arranges a warrant for them to get onto Westerley and re-instates Dav as a killjoy.

At the wall surrounding Old Town, the Killjoys are scanned and have their records projected right in front of them. Pretty cool/pretty creepy. Also Pree was a warlord?!

The wall shoots laser beams at the killjoys, and pretty soon they're here, hanging like sides of beef in a meat locker. They're being held by Liam Jelco and his cronies in a biodome set up just outside of Old Town, in a place called Spring Hill. They're the ones who took out the warrant. They were only expecting three agents, though, so warlord Pree is promptly carted off.

The warrant is to retrieve eight escaped prisoners who are enemies of the Company, including their leader, Tarren Tighmon.

Looks like someone else has been running the Royale while Pree's been gone. And Pree is NOT happy about it.

Time for Dutch to take on Gared, the burly new operator at the Royale. And while Dutch fights, Johnny scans the room for prisoners. Multitasking, killjoys-style!

Johnny spots one prisoner and, after Dutch kicks Gerad's ass, they go to arrest him. But he'd rather die than give up Tighmon or return to prison, so he takes a one way ticket out of there.

The search for the remaining 7 prisoners takes the killjoys to the prison they escaped from, with mummified corpses inside. And Johnny hears some Darth Vader breathing nearby.

Rather than Darth Vader, they encounter Carl, a guard who explains what happened. When the ship crashed into the prison and people started escaping, Carl followed protocol and hit the red button. He figured it would just be a tranquilizer gas. Instead, it instantly corpsified everyone inside. Tighmon made it out, and he also escaped with weapons and a tank of the bad gas. So now everyone's at risk.

The team finds Pawter at long last, tending to the wounded in a makeshift medical facility. They show her one of the mummified corpses, and she concludes that the toxin sucks all the moisture out of your body instantly. You'd have to swallow a lake to counteract the effects.

The team goes to Hills for more information on what he says the Company calls the "Aridity Solution." Pawter's been keeping Hills hidden since anybody associated with the Company is hated in Old Town. He also mentions that Jelco has a Company reputation for being a torture expert.

Dutch seeks out Alvis, since he's got ties to Tighmon. Pawter says Alvis has been in a "dark place" lately.

Gerad, the big dummy, goes to Pawter for painkillers from his Dutch-applied leg injury. When he tries to jack Pawter for the rest of her pills, she literally stomps on him. This is fun!

The team finds Alvis, who takes them to Tighmon. There's a tense standoff, since Tighmon thinks Alvis isn't the revolutionary he used to be. He demands of Dutch a trade: convince the Company to let the other miners and their families go in exchange for the gas and also Tighmon's surrender. Dutch promises to try, but before she can leave to lobby on Tighmon's behalf, a Company drone guns Tighmon down.

Meanwhile, Hills tells Pawter that he can get her on the phone with her mother on Qresh if she's willing to ask for the Nine's help. Hills and Pawter seem like they've bonded over this whole quarantine thing. He calls her "Red" and everything.

So: bad news. After Dutch contacts Jelco with the news that Tighmon has been killed. She wants off Westerley without giving up the tank. Jelco has other ideas. He broadcasts a message to Old Town, placing a sweet bounty on both the tank and on Dutch's capture.

Dutch discovers that Jelco's been tracking them all with chips. She instructs Pree to flush them. "Jelco tracked the shit out of us, we'll shit the track out of him!"

While Alvis and the Killjoys head for the exit point of Spring Hill, Pree tells Dutch that Old Town is his home, and he can't abandon the Royale again.

Hills brings Pawter to Spring Hills to make the call to her mother, but Jelco has other ideas. He accuses Hills of being a traitor for warning Old Town before the bombing. Hills stands up for himself. "I saved people. Doing that saved me." Jelco responds by shooting Hills in the head. "You're safe now," Jelco tells Pawter, as she cries over Hills' dead body and checks out the surroundings of her brand new prison.

Alvis locks Dutch and Dav out while he puts the gas tank into the Spring Hill ventilation system. Dutch begs Alvis not to kill all the people in Spring Hill. When Johnny returns with news that Pawter is in Spring Hills, Alvis tries to pull the tank out, but the gas is already leaking.

With Alvis dying, Dav rushes in to save him: by attempting to drown him. Swallow a lake, right? The toxin dissipates, and after a loooong time where it looks like Alvis may have drowned, he coughs up water and survives. To celebrate, Dutch punches him in the face.

A tense stand-off with Jelco reveals why he's presiding over Old Town: to crush the rebels to the point where they will come crawling back to the Company and teach the rest of the Quad the price of rebellion.

As for Pawter, she's a guest of the Company now. "There's a lot I can do from in here," she tells Johnny. Whether she's staying under duress or not, Johnny gives her one hell of a kiss goodbye. And he secretly leaves her with a communication device - a comm link- so they can stay in touch.

Back at the Royale, Gared makes one last ill-advised attempt to strong-arm Pree out of the bar. After explaining that the Royale is the life's blood of Old Town and even offering Gared free drinks before being rebuffed, Pree sticks Gared's knife through his hand. Cheers!

Dutch convinces Alvis to join them on their search for truth about Arkyn.

Lucy's navigation gets taken over, and the ship touches down on Westerley. They think it's Khlyen, but it's really Turin, who needed a secluded space to speak to them. The RAC is not safe; it's being taken over by Level 6. Turin proposes they team up to figure out just what the hells is going on. An uneasy alliance the killjoys accept.