Payback (episode)

"**Payback**" is the season premiere of the third season of *The Boys*. It was released on June 3, 2022 on Amazon Prime. It is the seventeenth episode overall.

## Summary

You and a guest are invited to the premiere of *DAWN OF THE SEVEN* this Tuesday at 7PM in Vought Tower’s Lamplighter Memorial Theater! Screening will be followed by a Q&A with director Adam Bourke and an after-party with Supe DJ Malchemical on the turntables! Join us for the greatest true origin story ever told about America’s number one Superhero team and see how the legend began!

## Plot

The city is in destruction and on fire. In the fictional action movie, Homelander asks Stormfront how she could do this to the world. She tells him that the 4th Reich is in her soul and offers Homelander a chance to reign with her. He tells her no and the Seven arrive to back him up. Homelander calls Stormfront a “Nazi Bitch” and they fight.

Homelander and the other Supes watch this scene in a theater at the world premiere of *Dawn of the Seven*, directed by Adam Bourke.

Starlight kisses Hughie at the premiere and they walk out together to have their photos taken. Victoria Neuman is also at the premiere. Stan Edgar announces that Vought is thrilled to have government oversight. Someone in the crowd screams “Nadia” in Victoria’s direction. Hughie sees and looks confused as to why someone would be calling Victoria Nadia.

Homelander does several interviews about how he fell for the wrong woman and didn’t foresee that Stormfront was a Nazi.

In the bathroom, Adam and Ashley Barrett have aggressive sex. Hughie walks into the bathroom right as they finish. He washes his hands and Billy Butcher shows up - he needs Hughie to give him and the Boys the green light on a mission they’ve been working on. Hughie gives the OK as long as there is no torture or things getting set on fire.

Butcher watches from a hidden camera as Kimiko Miyashiro and Frenchie enter a party. Kimiko sees a woman playing the piano and she starts to sing in her head. The woman introduces herself as Tayler. Meanwhile, a Supe, Termite, miniaturizes himself to have sex with a plastic doll, while the crowd watches. Termite goes into a back room to do some cocaine. There, he shrinks and jumps inside a man’s penis to stimulate it. He unintentionally sneezes, returning him to full-size and causing the man's lower half to explode. Frenchie runs in and the Termite attacks him because Frenchie saw what happened. He shrinks and jumps into Frenchie’s pants. Kimiko manages to grab Termite before he attacks her. Finally, Butcher catches the still-miniature Termite in a bag of cocaine, which subdues him. Reluctantly, Butcher lets him live and tells Frenchie to call the Bureau.

Hughie and Starlight wake up and stay in bed to have sex. Hughie works out and makes a smoothie before FaceTiming with his dad. Hughie goes into work at the Bureau where he helps monitor and regulate Supe activity.

Hughie sees the same one from the movie premiere in the lobby who tells him that he’s waiting to see Nadia and that he and Nadia are best friends. Hughie tells him she’s called Victoria Neuman, not Nadia. Security escorts the man out and Hughie looks confused again. The man tells him that Nadia will remember.

Butcher visits Ryan, who is staying in a protected home with Grace Mallory. They play Connect Four and talk about Ryan’s mom, Becca Butcher. Ryan admits he is still having nightmares about his dad killing him.

At the studio, Homelander runs into the Deep who gives him a big hug. Homelander seems confused that the Deep had an interview slot on *The Cameron Coleman Hour* before him but the Deep explains it’s for his new book, *Deeper*. Homelander asks again, tensely, how he got a slot before him. The Deep cowers to Homelander, telling him that he’s a nobody and that should have never been scheduled earlier.

Mother's Milk attends his daughter, Janine’s, birthday party where his ex-wife Monique is there with another man, Todd. He seems to miss Monique and asks her to dinner on Friday night for “co-parenting” chat. She says it’s not a good idea.

Stan Edgar introduces V24 at Vought Tower to Secretary of Defense Robert Singer, explaining that it gives any person 24 temporary hours of superpowers. Stan explains his plans for turning Vought into a defense and pharmaceutical company - less focused on famous superheroes who need looking after. He wants V24 to be used in the military. Singer balks at the idea of perpetual resupply of V24 for continued soldier performance.

Victoria Neuman tells Hughie the bad news: they lost Termite because he overdosed on cocaine. Instead of prosecution, Termite is going to a rehab facility, and they get B-lister Supes to convict instead. Hughie breaks the news to Butcher, who is furious they’re letting Termite get away with everything. Hughie confronts Butcher about being mad that he and MM left the Boys.

Stan invites both Starlight and Homelander to a meeting at Vought Tower. Stan commends Starlight on bringing a wholesome energy to Vought and the Seven and he wants to make her co-captain of the team. Stan insists that the partnership will help Homelander too because his popularity numbers are down post-Stormfront. Starlight is very hesitant about this and Homelander is extremely upset about having to share the spotlight.

A commercial for *American Hero* airs, where Starlight has to choose the next Supe to join the Seven. The feature focuses on a Supe called Drummer Boy, now known as Supersonic. It’s revealed that he dated Starlight earlier in his career and even had a top song with his band that hit #1 on the charts.

Hughie watches the commercial and sighs. He sees Supersonic laughing with Starlight and walks up to introduce himself. He tells Hughie a story about Annie getting drunk and puking in front of a crowd of fans back when she was 19. Hughie seems nervous about the two of them reconnecting, especially since they each lost their virginity together.

Annie asks Hughie his opinion about the co-captain proposition. She wants to be a role model for millions of girls out there who might look up to her. Hughie seems hesitant about her accepting the position, thinking Homelander might murder her. Annie ends up accepting the job and takes promotional photos with Homelander.

Homelander confronts A-Train about getting fatter - claiming he’s just eating his feelings and making the Seven look bad. Homelander seems to be taking out his bad mood from the co-captain thing on others. While walking away, A-Train mutters an insult under his breath, causing Homelander to grab him by the throat, threatening him with his laser eyes. Queen Maeve sees it go down and texts Butcher that they need to meet.

Homelander visits Stormfront in a Vought hospital room. She’s in bad condition, horribly burned on her face and has a partially amputated right arm. She consoles Homelander about the co-captain affair, first verbally, then by stimulating him sexually. Stormfront talks about building an army of the master race and Homelander tells her he doesn’t care about a master race because HE is the master race - that's the whole point.

Maeve gives Butcher a file about Soldier Boy. When he asks why, he reads that Soldier Boy was killed by a secret weapon, one that might even be able to kill Homelander. She tells him that Payback, the super team that Soldier Boy used to be a part of, might know what really happened to him. She gives him 3 capsules of V24. Maeve tells Butcher that this is their best chance to kill Homelander and admonishes him to not to mess it up.

Butcher sees Homelander land on his balcony. Homelander asks to come in and Butcher pours him a cup of tea. Homelander asks where Ryan is and threatens to tear him apart if he doesn’t tell him, but eventually relents. Homelander vents his frustration about Vought and suggests a one-on-one fight-to-the-death, to which Butcher accepts before Homelander leaves.

After MM tucks his daughter into bed, he opens a closet that has its walls filled with newspaper clippings about Supes, including Soldier Boy.

Outside the FBSA, Hughie sees the same man scream “Nadia” and follow Victoria. Hughie follows them to an alley and sees Victoria turn and say that she’s not Nadia anymore. The man, Tony, tells Nadia that they used to be best friends and that now that she has a platform, she should tell everyone about Red River. After she spurns him, he pleads, and she ultimately says that she will and gives him a hug. His nose starts to bleed, and he attacks her. She uses her Supe powers to attack back, eventually exploding his head. She tears up and asks Tony why he had to come looking for her. After exploding the remainder of his body into a red rain, she calls a clean-up team on her cell phone. Hughie, hidden behind a dumpster, witnesses everything and is horrified, especially when Tony’s blood rains down on him.

## Cast

* Jack Quaid as Hughie Campbell
* Antony Starr as Homelander
* Erin Moriarty as Starlight
* Dominique McElligott as Queen Maeve
* Jessie T. Usher as A-Train
* Laz Alonso as Mother's Milk
* Chace Crawford as The Deep
* Tomer Capone as Frenchie
* Karen Fukuhara as Kimiko Miyashiro
* Nathan Mitchell as Black Noir
* Colby Minifie as Ashley Barrett
* Claudia Doumit as Victoria Neuman

* Aya Cash as Stormfront
* Giancarlo Esposito as Stan Edgar
* Charlize Theron as Herself as Stormfront in Dawn of the Seven

Guest Starring* P.J. Byrne as Adam Bourke
* Cameron Crovetti as Ryan Butcher
* Miles Gaston Villanueva as Supersonic
* Matthew Edison as Cameron Coleman
* Frances Turner as Monique Milk
* Katy Breier as Cassandra Schwartz
* Laila Robins as Grace Mallory
* Jim Beaver as Robert Singer

### Co-Starring

* Jarrett Siddall as Peter
* Matthew Gorman as Todd
* Kyle Mac as Tony
* Liyou Abere as Janine
* Jessica B. Hill as Ivy
* Nabil Traboulsi as Simon
* Abigail Whitney as Moonshadow
* Jasmin Husain as Silver Kincaid

* Luca Oriel as Drummer Boy
* Nneka Elliott as NNC News Anchor
* Kelsey Falconer as Cool Girl
* Chloe Wilde as First Reporter
* David Pinard as Another Reporter
* Tatiana Parker as Paparazzi Interviewer
* Trevor Martin as FBSA Security Guard
* Simon Henderson as Husband on Flight 37 Video

## Appearances

### Locations

* New York City, New York
	+ Vought Tower
		- Lamplighter Memorial Theater
	+ Federal Bureau of Superhuman Affairs Headquarters
	+ Flatiron Building
	+ Billy Bucher's Apartment
* Lagos, Nigeria (mentioned)
	+ Hard Rock Cafe (mentioned)
* Malibu, California (mentioned)
	+ Global Wellness Retreat (mentioned)
* St. Louis, Missouri (mentioned)
	+ Voughtland (mentioned)

* Adult Shows Towne Theater (wall mural)
* Wesleyan University (mentioned)
* Grace Mallory's Hideout
* Cafe Delfini's (mentioned)
* White House (mentioned)
* Kansas (mentioned)
* Iowa (mentioned)
* Ohio (mentioned)

### Events

* Massacre at Lagos (mentioned)
* Crash of Transoceanic Flight 37 (footage)

### Items

* *Dawn of the Seven*
* Vought Sonic (advertisement)
* Connect Four
* *Big Crazy Love* (poster)
* Cocaine
* Aquafresh (mentioned)
* Monistat (mentioned)
* *The Cameron Coleman Hour*
* *Deeper*
* Lexapro (mentioned)
* V24
* Cheez-It
* *American Hero*

### Organizations

* WDZT TV
* Nazi Party (mentioned)
* Vought International
	+ The Seven
	+ Vought Studios
	+ Vought+ (mentioned)
	+ Voughtemundo!
	+ Vought News Network
	+ VTV Television for Women
	+ Global Wellness Center (mentioned)
	+ Payback
* WEUB
* Federal Bureau of Superhuman Affairs
* NCC
* News Channel 2
* KWHZ News
* KDJY
* The Boys
* Amazon
* Budweiser (poster)
* Smuckers
* Tri Delta (mentioned)
* ADL (mentioned)
* Jitter Bean
* Church of the Collective (mentioned)
* *The New Yorker* (mentioned)
* United States Department of Defense (mentioned)
* United States Army (mentioned)
* Gestapo (mentioned)
* Terminix (mentioned)
* Super-Sweet (footage)
* TED (mentioned)
* *Vanity Fair* (mentioned)
* Netflix (mentioned)
* Capes for Christ
* Shake Shack
* Stormchasers
* *Men's Recreation*
* *New York Courier*
* Red River Institute (mentioned)

### Mentioned

* Translucent (poster, mural)
* Lamplighter (poster)
* Mister Marathon (poster)
* Ruby the Hacker (poster)
* Bill Pearson (poster)
* Horowitz
* Becca Butcher
* Sam Butcher
* Cold Snap
* Stacker
* Airburst
* Alastair Adana
* Picture Perfect
	+ Closer Tonight
* Donna January
* Tony Avina
* Simon Bowland
* Joe Rybant
* Crimson Countess (comic book cover, picture)
* Soldier Boy (picture)
* Gunpowder (picture)
* Mindstorm (picture)
* TNT Twins (picture)
* Swatto (picture)
* Europo (picture)
* John Cooper
* Louis Milk
* Walter Milk
* Lucy Milk
* Robin Ward (picture)
* Oh-Father
* Groundhawk
* Big Game
* *Blade Runner*
	+ Tyrell Corporation (T-Shirt)
* Tony Gilroy
* Jesus Christ
* Jiminy Cricket
* Billy Joel (T-Shirt)
	+ Piano Man (T-Shirt)
* Malcolm Gladwell
* Leah Remini
* Shia LaBeouf
* Shia LaBeouf’s Ghostwriter
* Flavor Flav
* John Belushi
* Stevie Wonder
* *The Wonderful Wizard of Oz*
	+ Dorothy Gale
* *Little Orphan Annie*
* Ronald McDonald
* John F. Kennedy Jr.
* George Washington (portrait)
* Abraham
* Isaac

## Trivia

* The episode's title is a reference to the superhero group Payback, who were active during World War II.
* As teased the previous season, Vought International has released their latest blockbuster superhero film *Dawn of the Seven*, a crossover team-up film that's a satire of films such as *The Avengers* and *Justice League*.
* Portraying the Nazi supe Stormfront is Charlize Theron, which is her second major cameo in a superhero property, the previous one being Doctor Strange in the Multiverse of Madness.
* Director Adam Bourke had to reshoot *Dawn of the Seven* after Stormfront’s true nature came to light. Thankfully it paid off and has released the film as the “Bourke Cut”, a parody of the Snyder Cut. Zack Snyder himself even had some fun with the concept on Twitter when *The Boys'* marketing campaign revealed this little detail.
* At the *Dawn of the Seven* red carpet premiere Bourke is wearing a “Tyrell Corp” t-shirt under his jacket, which is a reference the fictional company that develops replicants in the film *Blade Runner*.
* All of the television stations that interview Homelander are fictional.
* “Shitty fucking director. Tony Gilroy had to reshoot all your shit!” Ashley Barrett tells Bourke as they aggressively have sex in the bathroom. This is a reference Gilroy having to reshoot the majority of *Rogue One: A Star Wars Story*.
* Creator Eric Kripke has mentioned that the scene where Termite blows up his lover Peter by expanding from inside his body was inspired by the popular MCU fan meme that mused as to why Ant-Man didn’t just shrink, enter into Thanos’ butt, and then expand. *The Boys* had already done a butt explosion in season 1 with Translucent though. “Once you take the butt off the table there’s really truly only so many more orifices you can go with,” Kripke noted.
* Despite Termite's horrendous crimes, Hughie Campbell is told that they can’t prosecute him because he just got a lucrative endorsement deal with Terminix, a real pest control company.
* Victoria Neuman notes that Billy Butcher fed Termite a “metric-Belushi of coke”, referring to the tragic overdose of John Belushi.
* Following his public escape from the Church of the Collective, the Deep notes that Malcolm Gladwell dubbed him the next Leah Remini, an actress who became notable for leaving the Church of Scientology and investigating its alleged misdeeds.
* *Vanity Fair* calls the Deep “the thinking man’s superhero.”
* Mother’s Milk gets his daughter what appears to be an oversized Flavor Flav-style clock necklace for her birthday.
* Mother’s Milk is now taking Lexapro as prescribed. Lexapro is a generic SSRI used to treat depression and anxiety.

## Media

### Photos

Charlize Theron portraying Stormfront in the reshot *Dawn of the Seven*SupersonicThe Deep with Cameron ColemanFrenchie and KimikoHughieMother's Milk and familyButcher and HomelanderQueen Maeve