I thought I could let him go...
over time.
With miles traveled...
I thought I could strip Wilford away...
shed his rules one by one...
and finally...
his mask...
until he was just the logo on the wall.
You're the one Layton told us about, aren't you?
Melanie Cavill.
What's your name?
Don't remember her caring about our names when she ran the place.
No, sir...
neither do I.
For your head.
You don't have to forgive me.
Just take it.
Can I ask you something?
Is it true there's an ocean uptrain?
It's beautiful.
I thought I'd get to see it, you know?
I thought I could create a kinder, gentler world.
Do something.
Hey! Hey, don't touch him.
But the train demanded otherwise.
The train demanded blood.
No, no.
Walter "The Papermaker" Flemming,
you have been found guilty of treason
and are hereby sentenced to death by lung of ice.
No!
I fed her...
and now they will.
-Until we reach our final destination...
...everyone the same, in pain and doubt,
holding their losses close,
on Snowpiercer... 1,001 cars long.
Collect all the gas canisters right here.
-How are the lines holding? -All quiet on the rebel front, sir.
-They're on their heels. Be ready to push. - Sir.
Our supporters tell us the Jackboots are stacking up at the front.
The whole army is gathering.
Yeah, we should move now. Beat them to the punch.
No, we need to reinforce the barricades. Keep what we hold.
Thirty-seven confirmed dead. God knows how many more uptrain.
-No, no, no. Come with me. -Winnie...
I can't find my brother. I looked everywhere.
Um...
He's, uh...
He's gone, honey.
He's with your mother.
Come with me, sweetheart.
Andre...
What's the holdup, Commander? Why aren't we advancing?
Our plan is on track. We go section by section.
Mr. De la Torre will access the Engine and override the doors,
seal an area, and we'll flood it with gas.
Then my men enter and mop up.
If the gas gets in the ventilation system, it could spread trainwide.
-How will you avoid gassing civilians? -We won't.
Oh, dear God.
Jesus Christ.
If they're sheltering rebels, they leave us no choice.
We need a workforce. Our lives depend on it.
We'll train more. We're overpopulated as it is.
We should discuss Melanie Cavill's execution.
It should be a public dethroning.
You don't dethrone pirates. You make 'em walk the plank.
The point is that there are guidelines for an orderly handover of power.
Listen to you people. The Tailie horde is at the gate.
Stamp them out.
Crush every last spark of this mutiny now, forever,
or there will be no train to hand over.
Look at that. Look at that. You let her right in. Unbelievable.
You little shit. Do you have any idea what you've done?
I freed the Tail.
You're not a soldier, Miles. You're a tragic child.
And this? This is trouble you can't even fathom.
You know what? You, my friend, you're gonna sit here,
you're gonna be quiet, and you're not gonna move.
And if you touch anything,
I will cut you into little pieces and put you in the composting toilet.
Do you understand?
Oh, come on.
- Is that a radio? -Shut up!
Come on, be good to me.
It's a comms backup.
Short-range signal, goes tip to Tail.
-Why not use the hard lines? -Because they'll be listening in, kid.
If Melanie's out there, she'll know to use this.
Santiago. Santiago. My grandson.
Santiago. Have you seen him? No?
-Layton. Sí, sí. -Mama Grande.
My grandson Santiago did not come back.
Did you see him in the battle?
Yes. Yes. He was in the Nightcar, on the front.
He's alive.
I feel it.
Layton.
- Pike. -Layton. Oh, man.
Good to see you, brother. You look good.
-You're back. -Yeah.
Where are Strong Boy and Z-Wreck?
Uh...
Could we talk somewhere?
Things went to shit pretty fast, didn't they?
Now there's a whole new group of lunatics running First.
You got the Folgers, and then that... That G.I. Joe guy and Melanie...
Melanie's in line to be executed today.
Good.
Have you seen the food... up there?
Layton, they got this cake, and they use olive oil.
-And the mouthfeel is-- -Why are you here, Pike?
Because I am proud of you, brother.
You damn near pulled this whole thing off.
Then grab a spear.
They're going scorched earth.
Car by car.
Rebels, civilians, they'll gas the lot of you.
They can't. No, they can't... They can't do it.
They need people to run the train.
You want to test that theory? 'Cause they're sure keen to.
Lay down your weapons. They'll show mercy.
You really believe that?
The Tailies will go back to the Tail. The Thirdies will go back to work.
-What do you get? -Clean sheets.
Fresh food.
And the pleasure of mopping up your mess,
because after you announce your surrender, you'll be executed.
You have one hour to decide, Layton.
Your life for all of theirs.
If you're half the man you claim to be, you'll take that deal.
It's not going to end with you.
Or with us.
Gas or surrender,
we risk losing everything we fought for.
So there's no surrender, okay?
- You need to speak to Zarah.
This may be your last chance.
Go see her.
Please.
So, there's no way to open this Engine door?
Bennett will hold out as long as he can. He's loyal to Melanie.
You need to get control of those systems, Mr. De la Torre.
Look, maybe Layton will surrender. Maybe we don't have to use the gas at all.
And maybe I'll slaughter every last one of them.
You can handle this position?
I'll tap in downtrain, override the master controls.
They should've been here hours ago...
and I'm stuck here with a bunch of invalids.
We'll never be able to fight.
I think he understands.
I think he can perceive what's being said.
Ugh.
Oh!
Well, your brain might be buggered,
but the warrior's still there, aren't you, Strong Boy?
Z-Wreck, you ready to fight?
-Never better. -Well, that settles it, then. Let's go.
And, Mr. Klimpt, we're gonna need your trousers, my friend.
Oh, God.
Bloody joking.
Ruthie.
Look at this, Nolan.
Audio files.
Old speeches and broadcasts, all by Mr. Wilford.
That's how she did the announcements.
Look, she's got his... his manuals, his journals, his tools.
Claims that she saved us from the man.
Well, all this time, she's been up here, stewing in his juices.
Obsessed with him is what she is. Obsessed.
Is she dead yet, Nolan? 'Cause I'll ice her me bloody myself!
What? You think I've lost the plot, don't you?
Quite the opposite.
You know the soul of this train. I have the army.
That's a potent combination.
Well, what about the Folgers?
Useful in a crisis. They have influence in First.
But once order is restored, natural power exerts itself.
You and me, Ruthie.
My name is Santiago.
You're up, Ms. Cavill.
I will pray for you.
God bless.
Clifford.
So one big inhale. It goes faster that way.
Please.
Melanie Cavill, Hospitality department,
you have been found guilty of treason and are sentenced to death by lung of ice.
Mel, hey. Mel.
Mel. Hey, it's me. You all right?
- Javi? -We have to get you out of here.
I said get up. Quit resisting and get up.
I'm warning you...
This woman's not on my list.
I can't continue without IDing her.
We'll have to go to Archives and get this sorted.
Set her down.
Let's go. Let's go.
Hurry.
Good luck, Mel.
Oh, God. I'm shaking. How did you do that?
Coercion and gifts. How do you think?
But we don't have time. Come on, Mel. We have to go.
Mel. There are still reasonable people uptrain.
We can rally support. Take the Folgers head-on.
First is lost.
The entire train is lost. But we have to try.
Stay uptrain. Be careful.
-Where are you going? -Downtrain.
Mel! Mel!
Is the fighting over?
No.
-What's going to happen now? - You mean our strategy?
Think I'll keep you out of that one.
I don't expect you to forgive me.
Good. Then we on the same page.
What happened to Josie,
I'll have to bear that weight for the rest of my life.
I did what I had to do...
to protect our child.
I have to go.
All right, let's get moving.
It's over, Till.
What do you mean, "It's over"?
No, no, no, no. No, no, no, it's not over.
They will kill everyone.
They will take the whole goddamn world down.
No, you can't just give up. People believed in you. I believed in you.
What changed, Layton?
You look like a man with an answer.
Tell them yes...
I surrender.
He took the deal.
You get his head, and his people get mercy.
Thank goodness.
Can we be sure it isn't a trick?
I told you already that Layton does not have the stomach for bloodshed.
Well, if he tries anything, the gas is in place.
Well, that settles it.
Note the time. The first Snowpiercer war is over in under 16 hours.
I'll tell First and Second what's happened.
Good. I'll arrange the surrender.
You guys should be there, at the surrender.
You know, Wilford's gone and people are looking for the new face of power.
-It will be a historic moment. -Yeah, for Commander Grey.
And for Ruth, if you guys don't go.
The two most cunning minds left on Earth, and you both live in my car.
Can I ask you something?
Why did you keep it so cold and dark in the Tail?
It's complicated.
But the Engine Eternal has unlimited output.
In duration, not in density.
It's working.
At any given time, there's only so much to go around.
So it's not that complicated. Haves and have-nots.
Listen. The fuel might be eternal, but these parts, these things are not.
And someday, the whole lot of us will die for want of a hex nut.
This is the Engine. Come in. Come in.
This is the Engine. I repeat. Come in. Come in.
Is it Melanie?
No, it's not Melanie.
It's just interference.
Right. Come on.
Shit. Hold it.
You! All units to the front.
Come on, boys.
Let's go.
Wait, wait!
Hear me out.
I should kill you right here.
I can get you the train.
I know how to defeat Grey's army.
Why would you do that?
Because Snowpiercer won't survive with him and the Folgers in charge.
But I can't do it on my own, and we have to act fast.
All the Jackboots are gathered together.
If we disconnect a section of the train, we can wipe them out in one go.
How does that work?
Bennett will orchestrate from the Engine,
but we need to release manual safeties from the separation points.
There's a fork in the track ahead.
Bennett will adjust speed so that we hit it at the precise time,
releasing the cars and sending the Jackboot army into the Freeze.
If what you're saying is even possible, we'd be clearing your way back to power.
I won't be in charge.
He will.
-So you're just gonna give up control? -It was never about power.
-Is that what you keep telling yourself? -I saved humanity, Audrey.
My goal has been the same from day one. That's to preserve life.
-And that's what I've done. -Well, everything's forgiven, then.
What do you want me to say?
I'm mean? I'm ruthless? I'm a monster?
Yeah, sure. All of it. And now what?
My way didn't work.
Maybe yours will.
What do you think, Audrey?
I think she's telling the truth.
Till?
I don't see what choice we have.
Keep talking.
Come in, Engine.
-Melanie? - Believe it or not.
-You okay? Where are you? -I'm in Third. I'm okay.
-In Third? -Long story.
-How far are we from the Fremont Junction? -Fremont?
About 100 kilometers. Why?
The "J" indicates a junction link.
Safeties are inside these panels. Access is top-level clearance only.
I'll release the downtrain safety,
but we need someone on the other side, behind enemy lines.
I can get up there, but we're going to need more help.
Brawls, vandalism, looting in the refrigeration cars.
I've been putting out fires all morning.
You know, your new friends,
they're a lively bunch when they got room to roam.
There will be peace when we win.
Oh, please. Don't beat your drum in here, Till.
Roche, Melanie's crossed the lines. She's on our side now.
With you and the Tailies, fighting against First?
You don't believe in the cause, fine. Then fight for what's right.
Fight for your family. Fight for your fricking lunch meat.
It's a travesty they call this lunch meat.
Come on, boss.
There's only one way out of this now. Even Melanie can see it.
It's us.
Biscotti, biscotti, biscotti.
Ladies and gentlemen of First and Second Class,
this is your head of Hospitality speaking.
It is 1:32 p.m., central time.
This has been a troubling period,
but we are pleased to announce that peace in Third is now assured.
The mutinous faction has agreed to surrender,
and all services will soon be restored in full.
As ever, on behalf of the late Mr. Wilford,
we appreciate your patience. Thank you.
-Ah, Ms. Gillies, thank you for coming.
Um...
What a relief.
I just wanted to discuss
-tutoring for the boys... -Yes.
...during this business with downtrain.
Are you sure we still want to do this?
Don't worry. We're on top of it.
Unless you want the Folgers to be in charge.
To hell with that.
And don't worry. Gavin and Murray will be fine with a little bit of tutoring.
That'll give you access to the safety release.
It also opens every door on this train.
We pull this off, you and I, our business isn't finished.
Well, well, well, aren't you two the pair?
Just tell me this, is it possible the train won't reconnect?
If we blow the timing, or if there's damage during the separation,
it could prevent recoupling.
Then what?
Then the back half of the train will freeze
and the front half will starve.
Hmm. Okay. Thought so.
Just wanted to hear someone say it out loud
so we all know how fricking stupid this is.
Let's go.
Open it up.
Time?
-When I release this end... - I'll have three minutes. Got it.
Layton...
good luck.
We're coming in!
Stop. Frisk him.
Ridiculous.
Come forward, please, Mr. Layton.
Have a seat.
Can we get this over with, please?
Right. Where's the... thingy?
Hmm.
-You're kidding, right? - For posterity, Mr. Layton.
It's not enough to win the war.
Someone has to lose.
Keep an eye on that.
-Time? -Eight minutes.
To my left here, Miles.
Wait for my command.
Arm in three, two, one. Arm.
This is a formal declaration of surrender.
You'll be brought forward to say these words to the train.
Now sign here.
Gather round, everyone.
You too, Roche.
-Just one more-- -All right, enough with this!
People are anxious. We gotta get... We gotta get on with this.
All right, all right. As you wish.
Up!
Handcuff him.
Commander.
We're staying here.
When Mr. Layton's announcement goes out,
we'll go back with the troops and accept Third's surrender.
It's important that the citizens see the new power structure in the flesh.
No more fakery. No more theater.
As you wish.
You men, come with me. The rest of you, stay here.
We owe you a debt of gratitude, Mr. Layton.
You removed our blinders.
You crawled up out of the slime and brought the truth with you.
You're welcome.
Go ahead, boys, tell him how you feel.
All right, boys. All right. Enough, enough, enough.
Grey, you want to take your shot at me while they got me chained?
Oh, I'm saving mine.
When it lands, you'll know it.
Stay still.
-Uncuff him. - Whoa, whoa, whoa.
Not you, too, Roche.
Cuffs, quickly.
- Take 'em off. - All right.
You know how much damage a bullet can do down here?
I'm counting on your brainpan to slow it down.
-You two, on the floor.
Now.
What was that?
This is it.
Right. Throttle up. Create separation.
Let Layton do his thing.
That's Agriculture, Poultry.
We can't live without that.
Jesus.
Third's not the target.
Get him up!
Andre Layton, you've been found guilty of sedition.
I hereby sentence you to immediate execution.
Move! Move! Move! Move!
-LJ! LJ! LJ! - Lilah!
Hey, hey, hey. Okay. Enough, enough.
-You guys gotta get uptrain. Now. Go! - What the hell, Layton?
Strong Boy's gone Chinese. We're looking for the front.
There's no time to explain, all right?
Grab the Brakeman. He is one of us now.
Get in the car. Get uptrain! Go! Go!
Where are you, Layton?
Any time, Layton. Come on!
Something bad's happening.
Layton!
You're here!
Come on! Come on!
- Keys. -Hey, come on. We gotta get out of here.
- Where are the keys? - What keys?
Does he have keys? Does he have... Where are the keys?
The keys...
No, no, no.
We'll find another way. We always do.
-Where are the keys? -What is it, son?
Why do you keep looking at your watch?
-There's no time. -What's going on?
-I'm sorry. Santi, I love you, brother. -I love you too, man. What's happening?
-What are you talking about? -There's no time.
-Sorry for what? -There's no time.
But you're right here.
-I love you, Santi. - Layton, what's wrong?
Hey, what's happening?
-I am sorry. I am sorry. - Where are you going?
I am sorry.
- Where are you going, man? - Layton.
Hold on. Where are you going?
- Where are you going? - Layton.
Layton!
Don't walk away.
Go, now!
No!
Get a hold of that. Get a hold of that. Keep it steady.
I'll switch them off, then you slow us down.
-Okay.
Ready to switch tracks.
- Viva la revolución. - Viva, brother.
My daughter! My daughter!
Everyone, everyone, places. Stay at the back. Stay at the back.
Robert...
LJ is all alone.
Lilah...
My Lilah.
Reduce speed, Miles. Take off even more.
Good job.
I got you.
We did it.
Good job, engineer.
You knew I'd have to cut them.
I knew the choice would be yours.
It's what we live with...
every second of our existence.
You have the train, Layton.