The second episode of The Boys Season 5 commences with a funeral for Reggie, presided over by Ashley's deceitful husband, Oh-Father, at Vought. He asserts that Starlight fans were responsible for A-Train's demise. News reports indicate that President Calhoun has given the green light for supes to arrest Starlighters for attempting to eradicate them.
The Boys regroup at Butcher's base, a covert hideout in Pennsylvania, where Sameer has developed the virus as revenge for Homelander's murder of Vicky and Zoe. Butcher had deceived him. As a test run, Butcher intends to administer it to Rock Hard, a 900-pound granite-like supe.
While Butcher is away, Hughie and Kimiko decide to steal the virus so he cannot wipe out all supes. To their surprise, MM and Annie actually join their cause, believing that risking the lives of 10,000 supes is worth saving 8 billion humans. Frenchie agrees with them, which angers Kimiko.
Hughie observes that Annie has grown hardened and is fine with whatever she had to do. However, she chooses not to discuss it and instead hooks up with him. Frenchie then approaches Kimiko and explains that the virus will be used regardless of their efforts. Therefore, he wants to learn about it so he can find a way to protect her. They also hook up.
Alone, Homelander rants to A-Train's corpse about how he didn't want to kill him and trusted him. He laments that the strong are always alone since no one can understand them. Despite his hesitation, he ultimately frees Soldier Boy.
Rock Hard resides with Teenage Kix, young supes under contracts with Vought. While the others go on patrols, The Boys sneak in. However, Rock Hard has grown due to his frequent volcanic "release," making it impossible to move him. Annie and Butcher decide to seal the room and test the virus there. Suspicious of Butcher's intentions, Hughie heads out with him and Kimiko to retrieve the virus.
Soldier Boy awakens to find Homelander offering him a deal: track and report on Butcher in exchange for a restored reputation and perfection as a superhero. The deal hinges on Soldier Boy's hatred for Butcher, who betrayed him for Ryan.
Sage is briefing President Calhoun on a plan to arrest 10,000 Starlighters for their online activism. Noir's disappearance is of little concern to anyone. Calhoun is skeptical of Sage's plan due to financial constraints, and a voice urges Ashley to support him.
The meeting is interrupted by Homelander, who announces that Soldier Boy will capture Butcher and Annie. The Deep is offended that Homelander doesn't trust him to do the job. Homelander also orders Calhoun to grant Soldier Boy a full pardon and provide them with drinks. Homelander's power over the POTUS impresses Soldier Boy.
At the Kix base, Annie, Frenchie, and MM are busy sealing Rock Hard's room. Frenchie gets Annie to open up, and she expresses her guilt for leading so many Starlighters to their deaths. She believes she needs to die for them. Frenchie advises her to honor them by living for them.
MM, meanwhile, gets drunk and explores the house. He runs into Countess Crow, who has been relegated to making makeup TikToks. He drags the Countess downstairs and is shocked when Annie reveals she needs to die for having seen their faces.
On the road, Butcher stops Kimiko from trying to save a group of civilians being arrested for allegedly supporting Annie.
At the Vought Tower, Sage catches Homelander trying Soldier Boy's cryotank and smelling the restraints. She warns him not to fall apart when Soldier Boy tries to go after Butcher and dies. Homelander claims it's purely tactical but looks shocked afterwards, realizing he never considered the virus when he made the offer to Soldier Boy.
Back at Kix's, the boys hit a brick wall, literally and figuratively. There's no way to get the virus into Rock Hard, apart from his nose. He stops breathing, with his slow heart rate allowing him to hold his breath for hours. They try to drill through him and rile him, but to no avail. Nearby, MM tries to reason with Countess, begging her not to waste her life for a company that will discard her. He reaches her as she starts crying for her parents and lets her escape.
Once the virus is retrieved, Hughie holds onto it. Sameer warns them that the virus may not only kill supes but also all humans. Of course, on the way back, Butcher keeps messing with Hughie. Having easily tracked down Butcher's alias, Soldier Boy shows up and attacks them. Butcher decides to make Soldier Boy the guinea pig and they all split up. Homelander riles up Soldier Boy by mentioning the virus and claiming that Homelander is using him. While chasing Butcher, Soldier Boy runs into the Kix patrol and recruits them. Jetstreak grabs Hughie and drops him from the sky. Annie saves him while Kimiko knocks out Sheline.
The boys lead Soldier Boy and Jetstreak to Kix's home. Soldier Boy takes the virus from Hughie and throws him aside. Now safe, Rock Hard starts breathing again. But the virus had been sneakily handed to Frenchie who releases it. Kimiko, Annie, and Butcher are outside while MM, Frenchie, and Hughie put on masks and trap the supes. Jetstreak and Rock Hard die immediately, while Soldier Boy takes more time.
At Vought, Ashley tries to stop Sage from arresting so many Starlighters. Sage simply laughs at her and reveals that she knows Ashley cannot read minds. As Ashley leaves, a voice berates her for being a failure. Alone, she takes off her wig and we see that she has a second face at the back of her head, her voice of reason. The voice reminds her that she wanted to save the world, but Ashley is scared that the government won't listen to her because they don't actually like Homelander.
Back at the base, Frenchie asks Kimiko to run away as he has realized he cannot protect her from the virus. However, she wants to stay and fight. She believes it's the only way they can redeem themselves from their sins, and he agrees. Similarly, Hughie begs Annie to confide in him about whatever is troubling her. He promises to fight for both of them but asks her not to turn into Butcher. She looks sad but holds his hand.
As for Butcher, we see that he has kept his brother's trophy and has brought along his dog, Terror, looking after him with care. Deep clears out the Kix place, wanting to look competent. When Homelander arrives, Deep praises him for being strategic and sacrificing Soldier Boy. He mocks Soldier Boy, and an upset Homelander threatens Deep who freaks out and leaves.
Alone, Homelander cries and beats himself up, upset that everyone keeps leaving him and apologizing to Soldier Boy's body. Once he leaves, Soldier Boy gets up.
