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After saving a posh traveler's life from two vampires hiding out in the back of his convertible, Axel agrees to letting Max ride with him in his truck — in exchange for his top shelf whiskey in the trunk. As thanks for his saving his life, Max brings Axel back to his swanky pad (the one he's squatting in at least) and hosts his guest to some foie gras and cigars.
Meanwhile, at one of the detention centers, Flesh and Jolene are plotting their escape, made all the more urgent by Flesh recognizing his wife Jennifer tasked with transporting around a mysterious blue powder, an anti-vamp vaccine. (If the end of the world doesn't get her, silicosis will.) But in the dead of night, when they attempt to save her, Flesh's wife sounds the alarm. A guard (Jeremy) approaches, recognizes Flesh as the guy who shot him to break into the compound, and knocks him out with the butt of his rifle.
Oh, and that blue stuff? Max is sniffing it like blow. Probably why he finds the whole being-hunted-by-vampires thing so alluring. Back at the compound, Flesh is separated from Jolene, who's been chained to a pole. Jennifer is sent to give her water and expresses her misgivings for Flesh.
Chad and Tabby have joined the ranks of the vampire killers on the road. Chad is prepping a recon mission with Jack, the group's leader, leaving Tabby in the care of Monica. He also gives Tabby Mike's switchblade, which no young girl should be without. Chad leaves, and Monica heads into the kitchen alone, and Tabby runs off.
Back at the compound, Jeremy prepares Flesh for the arrival of the warden, and some strong questioning. And who is this warden, you ask? Why, it's our blue-nosed friend Max. He gives Flesh a preview of the kind of torture he'll suffer if he doesn't tell them why he broke into the compound. When Flesh is mum, Max brings him out to the middle of the compound and shoots him in front of Jolene. She talks: she says that BlackTech sent the two of them to spy on the compound for a more lenient sentence. This piques Max's interest. What piques it even more is when Flesh wakes up from being shot, so Max has Jeremy lock Flesh in his office.
While trying to break into a supply's depot, Chad and Jack are besieged by vampires. Monica shows up looking for Tabby. Tabby shows up looking for Chad. It's a confusing mess. That's probably why Jack loses focus and gets bitten by a vampire. Refusing to be turned, she takes her own life. The survivors do their due diligence, throw her corpse in a garbage bin, and light it on fire. So, they're not a little surprised to see Jack return, fully-formed, and breathing, just seconds later. After that, she feels this pull to Vanessa, and demands they release her so she can find her. Hard to say no to a woman who's just risen from the dead.
While waiting for the warden to arrive, and commence the torturing, Jeremy tells Jolene that she's outdated on her intel: the Denver branch has been incommunicado for some time now, and no one's told Max. So, there's a risk that her story won't hold water. The guard tries to radio in Denver but gets only static. Then Jolene uses her wiles to convince Max to let her back in the mines to keep up appearances, and monitor Flesh as a kind of experiment. That's when Axel arrives to make a drop off for Max, and they all see each other. Will he help them escape?