Three years later, Phil now goes by the name of Flesh … and he's human again, thanks to drinking Vanessa's blood (as we saw at the end of Episode 1). The survivors at the hospital are more than a little suspicious, but the transformation seems legit … even though John gets in Flesh's face, asking him how he can live with himself after years of feeding on human blood. "Who says I can?" asks Flesh, obviously haunted and overwhelmed with guilt.
Upon hearing a commotion coming from outside, the survivors run to the roof to investigate. They find John's wife, Wendy, tied to a tree on the street below, being brutally whipped with chains. The vampires demand the survivors hand over Vanessa or they'll torture Wendy to death.
John is, of course, ready to throw Vanessa off the roof to save his wife, but Axel suddenly turns the tide by shooting Wendy in the head. John is enraged and attacks Axel, during which the turbine is knocked over and crashes to the street below. "Great! Now we've got three hours to live!" exclaims Axel.
Y'see, the turbine powers the car batteries that in turn power the UV lights strung all over the hospital, and when those go out, well, the vampires come in. Axel and Vanessa prepare to retrieve the generator located in the hospital basement as Mohamad and Sam hold down the fort, given strict instructions to not harm either Flesh or Doc.
Back at the hospital, Flesh wakes up screaming from a nightmare, which makes everyone uneasy. John proposes they just kill both Flesh and Doc right then and there, but Mohamad and Sam stop him, warning him that he'll end up down the chute if he touches them. Ah, survivor bonding!
Vanessa and Axel watch from across the street as Flesh opens the front door and confronts the vampires head-on, showing them that he's human again thanks to "the dead girl." He preaches the Gospel of Vanessa, which makes the vampires uneasy. They retreat, allowing Vanessa and Axel safe passage back to the hospital.
As Axel gets to work on the generator, Vanessa confronts Flesh for preaching about her being some sort of savior or destroyer. Flesh reveals that when he was turned, he killed his five-year-old daughter and tore the heart out of his infant child … though he spared his wife's life, leaving her surrounded by pieces of her children. Vanessa says he deserve to die for this, and Flesh agrees … though he'll die on his own terms.
Meanwhile, the group of vampires that Flesh scared off, led by Gustov, return to Julius' compound, a sort of Mad Maxian orgy of blood, appetite and industry. Gustov tells Julius that Flesh is now human again because of Vanessa, after which Julius orders to send word to Dmitri.