Midnight Storm seduces Amy at the Family’s shack. He convinces her to get him a private meeting with Visage. Once alone with Visage, he hypnotizes him with his plans for the concert. His plan progressing well he goes to have sex with Amy.
Vivek shows up outside. He tosses several weaponized hallucinagen grenades inside. Then he runs into Visage, who shoots him with his shotgun. Thinking quick Vivek puts a grenade in his face. Unfortunately it goes off on both of them. Everyone is gassed and incapacitated except Midnight. He pokes his head out and Vivek nearly blows it off. Deciding to calm things down he heads outside, convincing a drugged out guard to let him past. Once there he manages to take Visage’s gun. Then Vivek convinces him to return to the ship (despite the fact he sees snakes coming out of his mouth).
Back on the Starlight, Brace wakes up Captain Farley. The man opens the door only wearing a pair of pants. He evades Brace’s touch but listens to his desire to leave. He explains he’ll only go when the food is on board, Midnight is back and the water filter is installed.
Gale meanwhile needs a lab rat to determine the progress of the toxin. She heads into the base to track down the child Rum. She talks to porn dealer Newton. She trades a bit of medical help for information on where Rum lives. She find him and his uncle in a beat up shack. His uncle, Bob of Bob and Bob‘s, refuses to let Rum help her unless paid, even though he is dying of miner’s lung. Rum however is quite willing. Gale goes to the ship to get some barter.
Vivek and Midnight return to ship and go to the infirmary. Vivek is pretty beat up, run into Tally. looks sick. Try to keep Vivek there but thinks he is a mudfish and crawls off. Tally goes to rest. Midnight watches Skip.
Brace goes to market and buys cat food from Nibbles. Then he seduces the fat man. Returning with crate of food, he encounters Gale who is looking for a bit of barter to help treat the affliction. He agrees but holds up a hand asking to pry into her mind. Gale is insulted and stomps off, leaving Brace puzzled.
Gale wakes up the captain. she convinces him to help her cure the toxin and gives her a music box as barter (though he still owes her for the water filter). On her way out she runs into Morrel and Tia, travelers looking for passage. Brace offers to take them to the captain. Gale then goes into town. She pays off Rum’s father and returns with Rum to do the tests.
Brace, meanwhile, wakes the captain again, just as Midnight shows up. Vivek is on the comm system. Farley glares at both of them for interrupting his sleep. However he agrees to take on Morrel and Tia for 2-barter (They claim to have 3-barter between the two of them). Midnight shows them to rooms and talks with them along the way. They discuss beliefs along the way and Midnight reveals he is open to changing his views.
Brace goes to work on filter. With his help, Tatters and Bigs finish it early. As they congratulate each other, Shiv‘s gloved hand lands on his shoulder. Brace nervously tries to convince Bigs and Tatters to stay and do some gambling, but they are both tired and go to bed. After they leave Shiv smashes his face with a spanner again. But again Brace manages to get skin contact. He uses his in brain puppet strings to directs Shiv to lock himself in cargo bay. As the big man leaves he says, "this isn’t over."
As the others sleep, Gale determines the progress of disease and determines that with Vivek’s help she can cure the disease. It will just take some time or some Gallium Carbide. She goes to check on Tally and finds Midnight at her door. They talk and she is brought up to speed about Vivek and the rescue. Tally opens the door but is clearly very sick. Gale directs her to rest in the medbay. Gale and Midnight start searching for the wounded man. Brace goes to medbay and finds Tally. Shaken that she might die, he tries to help her.
As he searches for Vivek, Midnight realizes Visage’s gang might be coming for him. He hastily locks the doors. Vivek meanwhile wakes up in a shower and after washing up, runs into Gale. Vivik is willing to help with the cure but tells her there is no time to get Gallium Carbide from asteroid.
Brace meets Midnight at the captain’s door. They both wake him up and explain they need to leave. After being assured that everything is in readiness, he tells them to get a head count. Midnight runs around the ship as a banging begins on the ship hull. With all crew accounted for, except for Shiv (Brace assures Midnight he is on board), they take off.
After they are in the air, they find a door opened a little bit. Someone could have slipped in. Vivek and Brace are patched up by Gale, though Gale has a weird moment when fixing Brace where she hears a tolling bell. At dinner, Shiv finally shows up. He doesn’t talk. The captain decides the ship is headed to Megaton.
Finally Vivek and Gale go outside the ship to find a rock with Gallium Carbide. As Vivek grabs the rock, he hears something inside his suit. He is a bit freaked out but returns with the mineral.