LJ's voiceover narrates as she watches Miss Audrey perform in the Night Car; her parents are shunned in the First Class dining car; Till and Jinju make love; Zarah examines her ultrasound; Cavill addresses the jackboots in her office; and Layton and Josie share a morning-after kiss.
In the Engine, Javi wants to tell the passengers about Mr. Wilford. Cavill and Bennett argue otherwise.
In the morning announcements, Cavill reveals that Miles has been promoted to Engineer apprenticeship. Ruth is in the office and asks about the promotion. Cavill tells her to enjoy her day off.
Layton warns Josie that she can't make contact with Miles.
Klimpt has done an inventory and reports to Cavill that suspension drugs are missing.
Terence is dragged down and Cavill interrogates him about Layton's escape from the Drawers.
Josie and Layton part ways as she heads back to The Tail and his ride to his next hiding place picks him up.
Layton is delivered to the Night Car in a laundry trolley and talks with Miss Audrey.
Miles is congratulated by his teacher and class. Bennett is at the back of the room, watching, while Miles is rewarded with a fresh orange of his own.
Commander Grey meets Ruth in the corridor and asks her on a date.
Jinju surprises Till by the Brakemen Station and asks her if she had anything to do with Layton's escape. Till lies.
In the classroom, Miles is working on math while the class has circle time. He tells Bennett that he's not feeling well. Bennett tries to reassure him but Miles vomits. Ms. Gilles halts the class, implements health precautions, and calls in a sub so she can take Miles to the clinic. Bennett insists on coming with them.
Layton insists that Audrey bring the Third Class leaders to meet him where he can tell them what he knows and begin the revolution.
Miles is taken into the clinic's exam room. Dr. Pelton insists they shut the door over Bennett's protests but opens the blinds so that he can see Miles. The orange he ate was poisoned to get him sick enough for the clinic. Pelton's orderly is Josie in disguise and she tells Miles to be ready for the revolution and whispers in his ear.
Ruth meets Grey in the sushi restaurant for their date. The Folgers arrive and they propose that Ruth take over when they depose Cavill.
Ruth leaves to find Cavill.
Zarah returns to her quarters to find jackboots and Cavill there. Cavill threatens her pregnancy if Zarah doesn't give up Layton's accomplice.
Layton's meeting with the Thirdies is contentious.
Cavill takes Zarah into the tail with an escort of jackboots so she can point out Josie for arrest.
Josie is taken to an office and Cavill interrogates her alone. Even Till is told to leave. She waits in the hallway, obviously conflicted.
Cavill's interrogation ends with freezing off one of Josie's fingers.
Terence meets with Layton and Audrey. He refuses to join the revolution.
Cavill vomits in a private bathroom after her actions with Josie.
Till takes a chance and gets in to see Josie. Josie tells her that she's one of them and asks her to get a message to Layton.
As Cavill returns to the interrogation room, Ruth finds her with the information about First trying to overthrow her but Cavill won't listen and yells at her. Ruth doesn't push the topic and leaves.
Cavill enters the room and finds that Josie's whole hand is frozen now. Josie rips her arm out of the restraints and they fight. The hose to the outside breaks and the room fills with the outside air. Cavill gets out but Josie is left inside to freeze to death. Grey arrives and Cavill tells him to take the body to compost.
Till arrives at the Night Car and informs Layton of Josie's death.
Bennett brings Miles to the doors to the Engine where Cavill is waiting.
Audrey begins her performance while Layton uses a Night Car room to grieve.
LJ, standing and watching Audrey, is summoned into the Night Car rooms where Layton is waiting for her.