June is counting all the muffins sent by the Marthas: there are 52. 52 kids that June can get out, but she’s only been promised a van that holds 10. She’s going to need more help from Lawrence.
Just when she’s about to go talk to him, she hears a disturbance in Lawrence’s office and finds Eleanor holding a gun pointed at his head. “You were raped because of him,” she says. “It’s all his fault.” June softly reminds her that, although she’d love to kill him too, they need to control their impulses because she needs him. She’s got a plan, she tells her, and when Eleanor asks if it will work, June says it has to—it has to all mean something.
Afterwards, June and Lawrence share a drink—as you do right after being threatened at gunpoint by your wife—and June breaks the news that she now has 52 kids to rescue, not just 10. He is stunned, almost amused by how insane she sounds. But she tells him he owes her. He agrees to help, but only if she gets Eleanor out too. Ain’t love grand.
The leaders of the Martha Underground have gotten wind of June’s plan and come to the house to shut her down. They have their own operation that they have been planning for months and there’s no way they’ll let her interfere. She asks them how on earth they could actively prevent children from being saved from this place and they seem to be at an impasse until Beth speaks up and vouches for June with the Marthas, reminding them of all she’s done and all the people she’s saved. This convinces them to let June move forward with her plan, as long as it doesn’t get in the way of theirs. They have a large shipment coming in, they tell her, so if she does something to prompt tighter security, she will pay dearly. They warn her that they will not stand in her way, and make it very clear that they won’t offer any protection or help either. She’s on her own.
Meanwhile, it looks like Fred and Serena are taking a road trip. Fred, in sunglasses, pulls up in a brand new Mercedes convertible, like he’s picking up Serena for the prom. We assume they are headed towards Canada for an off-the-books meeting with Mark about getting Nichole back. During the drive, they listen to music, reminisce and Serena even gets to drive (and floors it!).
They arrive at a farm house in the middle of nowhere to stay for the night. It’s the Gilead countryside and life here is much simpler and purer. The family who welcomes them sits around on the porch singing by candlelight after dinner and Serena is touched. Not a handmaid in sight.
She and Fred take a nighttime stroll and reminisce about their life before the war—when Serena was still allowed to be a writer. “How could you take that away from me?” she asks Fred, as if it’s the first time she’s dared to even mention it. He is taken aback by her candor and actually apologizes, saying, “I didn’t realize how much this would cost you.” The moment passes and they both start fantasizing about what their lives would be like if the war had never happened. They mutually agree that they would probably have ended up disappointing each other and divorcing, which is funny, but then she wonders aloud if he could ever be happy in the country, in a simpler, less ambitious existence. He insists that he doesn’t need all the pomp and circumstance. All that matters to him is being able to watch Nichole grow up. It seems Serena believes him because, that night, she invites him into her bed.
Meanwhile, June pumps Beth for more information about the Martha Network’s operation. They are getting some kind of a shipment by plane, but Beth doesn’t know what. All Beth knows is the plane was arranged by a bartender at Jezebel’s named Billy.
But before June can do any more planning, she discovers that Lawrence and Eleanor have left in the middle of the night. In the office, she finds all of his papers shredded, with a note saying “sorry.” Now June is really up a creek. She has an epiphany, though….maybe she doesn’t need Lawrence to get trucks after all. She asks Beth if she can help her talk to Billy….maybe she can use his plane to smuggle the kids out. Beth thinks June is crazy (of course) and bows out, claiming she regrets having vouched for June.
As June is trying to think of what to do, Lawrence and Eleanor return. When June angrily and emotionally confronts him about leaving and breaking his promise to her, he says that she should have known that his wife was more important to him. June realizes that he didn’t come back because he wanted to, he came back because he couldn’t get out. He admits to her that they changed all the access codes and didn’t tell him, which means he knows it’s only a matter of time before they come to get him. He doubts he can be of any help to her now. All he can do now is try to keep her from being sent to the colonies. But while everyone else has given up, June is still plotting. She tells—not asks, tells— Lawrence to drive her into the city.
He drives her to Jezebel’s and tells her he’ll wait outside for her. June goes inside and Portishead’s “Only You” plays in the background as she tries to look inconspicuous. When she finds Billy and tells him what she wants, he immediately says no, but then she tempts him with the offer of all the prized art that Lawrence has in his basement. “You can have all of it,” she says, as long as his plane stays on the ground long enough to load the kids and fly them to safety. He’s reluctant, but the promise of all that priceless artwork makes him consider June’s proposal.
But before June can get out of Jezebel’s to savor her progress, she runs into Commander Winslow. Thinking quickly, she makes up a story as to why she’s there, but Winslow either sees right through it or doesn’t care, because he’s only interested in using her being there as leverage. He leads her to a private room, where he tells her to strip. June knows what’s coming, so she steels herself, trying to convince herself that she’s done this before, she can take it, just like all the other times. But as soon as he starts to rape her, something snaps and she kicks him away. They struggle violently, he’s much stronger and bigger than she is, and it’s all heading to a very dark place until June grabs a pen from his coat jacket that’s on the floor and stabs him in the chest, over and over again. This manages to slow him down enough for her to grab the nearest heavy object, with which she bashes his brains in, killing him instantly. Realizing she’s got a dead Commander in the room and his blood all over her hands, June is in shock. Before she can figure out what to do, there’s a knock at the door. “Housekeeping!” When there’s no answer, a Martha lets herself in. She sees June, sees Winslow, and understands what has happened. Telling June that she is one of the five that June saved in Chicago, the Martha helps her get out of the building.
Serena and Fred are at the meeting place, an abandoned gas station in the middle of nowhere, presumably near Canada. Mark pulls up and instructs them to follow him to a safe place where they can talk, which is just up the road. Fred is hesitant, so he asks Serena if she trusts Mark, which she says she does. Not wanting to hurt their newly-rekindled bond, Fred accepts Serena’s vouching for him, and they follow Mark deep into the woods. Fred becomes annoyed at how far he’s leading them into the wilderness, but he continues to follow. When they finally stop, Serena and Fred get out, anxious to have the conversation they have come here for, but, instead, dozens of soldiers jump out from the trees and grab Serena and Fred, as Mark says they have crossed into Canada and are under arrest for war crimes. Fred and Serena are led away to separate trucks as the long list of charges are read to Fred. Fred keeps calling out for Serena, pleading with the soldiers that she’s done nothing wrong.
While June wakes up in her bed the next morning, we cut back to Jezebel’s, where the hotel Marthas are cleaning up the room and disposing of Winslow’s body. Kate Bush’s “Cloudbusting” plays over the beautifully-shot sequence that could double as a commercial for steam cleaners. In the last scene, Lawrence gives June a gun, telling her, “they will be coming for us.” The power shift is complete.