Despair is in the air at the start of “Over the Hill With the Swords of a Thousand Men,” as Hughie is still obsessing over Billy Joel’s “You’re Only Human (Second Wind)” music video, and bristling at Billy’s stabs at mending fences. When Billy apologizes for cold-cocking him, he delivers his own fist to Billy’s face (although the punch seems to do more damage to Hughie).

Having nabbed Kenji, the Boys are now on a boat three miles offshore. By phone, Grace tells Billy that a team will arrive in a few hours to pick up Kenji, who's chained to a bed, hands bound with duct tape. Before getting off the call, Grace makes intriguing mention of another supe named Liberty (seen in an old Budweiser print ad) who may have something to do with all of this.

Kimiko attempts to convince Kenji she’ll always protect him, but he believes that if he’s handed over to the Americans, torture awaits. A short while later, Frenchie tries to strike up a connection with Kenji, asking about the secret form of sign language that he and Kimiko use (apparently, they developed it in the wake of their parents’ death, which is when Kimiko stopped speaking). That doesn’t get far, and Frenchie leaves the captive with a can of Homelander-branded energy drink and some Doritos. The former comes in handy for Kenji, who — having extricated one of his fingers from the duct tape — uses his powers to tear the can apart and wields its shards like a knife to free himself.

Homelander’s desire to be an All-American daddy is almost as creepy as the way he drinks milk (and licks his lips afterward), which is on display when he joins Becca and Ryan for breakfast. Taking Ryan up to the roof of the house, Homelander informs the boy that he can fly, and wants him to give it a go. Ryan isn’t interested in taking a leap into the unknown, so Homelander — exhibiting his usual compassion — rudely shoves him off the roof, and Ryan falls like a stone, landing on the ground face-first. It’s the season’s funniest moment to date, but Becca doesn’t think so.

Homelander’s belief that the kid is superpowered is confirmed by the fact that Ryan is unharmed by this incident. And when Homelander violently grabs Becca’s wrist, Ryan manifests his powers by shoving his dad to the ground, his eyes glowing red. The boy screams at Homelander that he’s nothing like him and doesn’t want him around.

The Seven — minus Homelander — endure a presentation about the teaser trailer for their upcoming origin-story movie, Dawn of the Seven. Ashley loves the pitch, and the idea to cast Lin-Manuel Miranda as the voice of Translucent. Ever the vocal critic, Stormfront has issues with the script’s conception of its female characters. “You write all women as either unknowable Hitchcock bitches or Michael Bay f--- dolls,” she says. Maeve notices that A-Train doesn’t seem well, which is astute, since we’ve already seen him suffer severe chest pains (the lingering aftereffects of his heart attack) upon leaving a nightclub.

The trailer meeting is interrupted by breaking news: everyone now knows about Compound-V. Edgar assures Ashley that he’ll handle it, and A-Train confronts Starlight about leaking Compound-V to the press. She reminds him that he let her have the sample — thus making him guilty too. He tells her that the one thing you never do is mess with people’s money. When Starlight claims that there are more important things than cash, A-Train states that the only ones who say that are people who grew up financially well-off.

The Compound-V news hits Black Noir hard; he’s seen weeping on the floor, watching cable TV. The same is true for the Deep, who reminisces about first learning about his powers by hearing the traumatized voices of pet store goldfish. The Deep laments the fact that — had he not been given Compound-V — he could have been normal. While watching her dad spew lies on television, Maeve receives a call from Elena, who thinks this Compound-V revelation might give Maeve the chance she’s been waiting for to leave the Seven. Maeve balks at this, though, because she fears Homelander’s wrath. And right on cue, Homelander asks Maeve who Elena is, and is then clued in about the brewing scandal.

Mother’s Milk and Frenchie are ecstatic to learn that Hughie helped Starlight expose Vought’s Compound-V secret. All Billy can muster is “nice one,” which Hughie takes as another sign that Billy only cares about himself, and his mission to save Becca. When confronted about his lack of enthusiasm, Billy doubles down, saying their focus has to remain on handing Kenji over to the authorities.

Alas, that plan goes sideways, as an NYPD helicopter shows up, demanding they surrender (their boat is stolen). Before they can calm the situation, Kenji appears and uses his powers to destroy the helicopter. Further proving to Hughie that he’s a me-first sort of leader, Billy refuses to see if there are any survivors from the crash; instead, he speeds them away before the Seven can appear. Hughie leaves Annie a voicemail message saying that he feels like the suicidal kid in Billy Joel’s “You’re Only Human (Second Wind)” video, and that he’s so thankful he found her, because – per the song’s lyrics – she’s his “second wind.”

The Deep learns of Kenji’s massacre from Eagle and Carol, who contend that it’s his chance to rejoin the Seven. His former super-comrades are briefed about it by Edgar in their 99th-floor command center. Edgar makes the case that no matter what’s taken place regarding Compound-V, they’re all partners in a larger venture known as Vought and that they must pull together. Homelander lets Edgar know he doesn’t care about him or Vought, but that he does care about the team, because — having just been rejected by his own biological brood — “You guys. You are my real family.” He rallies them to defeat the supervillain. Afterward, Stormfront lets Homelander know she’s surprised and impressed by his censure of Vought.

A mile from shore, where they intend to make their way to a CIA meeting point, the Boys are attacked by a school of sharks that disable their boat. They get into a smaller craft and race to shore, but their path to a storm drain is blocked by a giant whale commanded by the Deep. Billy responds by ramming the boat straight into the giant beast. The aftermath is a nasty mess, and a shellshocked Hughie refuses to leave the whale carcass with Billy. Mother’s Milk finally persuades him to flee.

Traveling through the storm drain, Mother’s Milk chastises Billy about his treatment of Hughie, who’s falling apart. Billy only cares about his end goal, but Mother’s Milk argues that Hughie is his “canary” (i.e. the person who’ll let him know when he’s gone too far). “What a load of bollocks,” is Billy’s gruff response.

When the Seven arrive at the scene, Starlight is furious to see the Deep, who’s mourning the death of Lucy the whale. Homelander has the Deep stay put while they check things out, and comforts him by saying that he’ll eventually fix his women-related issues and rejoin the Seven. Homelander follows up that supportive comment by calling the Deep’s exposed gills “disgusting,” which hits the image-conscious hero hard.

A-Train’s pounding-chest problems resurface during the search. Starlight finds Hughie and blasts him because she knows Homelander is nearby and can’t blow her cover. Homelander arrives and, stunned by the discovery that Hughie is behind this, orders Starlight to kill him or he’ll kill them both. Finally prioritizing others, Billy steps forward and confronts Homelander, who taunts Billy about his prior breakfast with Becca. Kenji emerges and brings the tunnel crashing down on Homelander, and subsequently flees topside, with Kimiko in pursuit.

Stormfront finds both Kimiko and Kenji, and a brutal battle through an apartment complex ensues. It climaxes with Stormfront breaking both of Kenji’s wrists (neutralizing his power) before snapping his neck and muttering a racial slur. Homelander arrives and tells Stormfront, “I said he was mine.” She responds with, "You snooze, you lose, gramps.” Clearly, she’s his match in ruthlessness and ambition.

At a press event where the supes hand out supplies to residents affected by this fight, Edgar blames Compound-V on Madelyn Stillwell and her cabal of rogue scientists. He casts this incident as proof that Vought’s superheroes are necessary. Stormfront seizes the news-media spotlight and performs Homelander’s schtick of calling regular humans the “real heroes” of the day — a deliberate attempt to steal Homelander’s leadership position that leaves him fuming in the background.

Watching her brother’s murderer on TV pretending to be a sunshiny do-gooder has Kimiko seething with vengeful anger.


  • Homelander’s misogyny is front-and-center in this episode, both via his use of a derogatory term for his son and in a subtle shot of his hand on Starlight’s back during their confrontation with Hughie.
  • Let’s hope that, after three episodes, the tension between Billy and Hughie subsides; they’re a more entertaining pair when not simply at each other’s throats.
  • Stormfront has, so far, proven to be a great addition to the show, especially since her cold-bloodedness and apparent racism are knottily intertwined with her brash feminism.

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