Erik and Hanna discover a helper in trainee #249 (Clara), the youngster who provides her kick-boxing and martial arts skills to repel the military unit that is seeking to transport the trainees to a new site. In the process, the old UTRAX center at Darabani is set ablaze.
The filmmakers discovered a gem in the location footage of four hideous pods, which served as the visual image for UTRAX. The ugly architecture and sterile-looking facility were perfect for the dystopian world depicted in the programs.
One of the musical motifs of the film is the song "Don't Sleep," the mournful tune that was originally sung by Joanna to little baby Hanna in Room 12 of the Lint Motel. The music is repeated with a visit of Hanna and Erik to the little gravesite of Joanna, which will be the final resting place for dear Erik as well.
Marissa has not done a very good in keeping Jerome Sawyer in captivity. He gets the drop on her when she is holding him hostage in an SUV. But being strapped in his seat belt was not enough to keep Sawyer from unbuckling and causing the auto accident that frees him. He thereby phones Norris at central headquarters, and a large paramilitary entourage proceeds to UTRAX.
The young trainees have evacuated to a new facility, ironically named after William Wilburforce, the British parliamentarian who was responsible for the abolition of slavery in England.
The two youngsters, Hanna and Clara head off into the sunset, paving the way for Season 2.