‘Pennyworth: The Origin Of Batman’s Butler’ Season 3 Episodes 2 And 3 Recap And Ending, Explained

Season three of “Pennyworth” debuted on HBOMax with the first three episodes, and like the predominant theme of 60s comics, it offers a more science fiction-based plot progression than previous seasons. The first episode saw the world adjusting to the advent of superpowered beings, and while ghosts of the past haven’t left most of the key characters yet, people like Thomas and Bet are trying to turn over a new leaf. Things are far from being normal, though; a cross-continental conspiracy is simmering, which could change the lives of Alfie and others in the long term.


Spoilers Ahead

‘Pennyworth: The Origin of Batman’s Butler’ Season 3, Episode 2 “Many Clouds” Recap

The gruesome murder that took place at Thistle’s residence is all over the news, and Scotland Yard has arrested Jessica Thistle on the suspicion/charge of murdering her parents, Sir Arnulf and Lady Annabel Thistle. It is also revealed in the televised news that Arnulf was the chief of Thistle Corporation, a chemical giant, and an important enough man to get the PM’s attention after being murdered. Police have nabbed Alfred due to his involvement with the suspect prior to the murder and after. PM Aziz meets Alfred to reveal that the nanny who asked for his help to rescue the girl was a fake. Alfie requests Aziz to arrange a meetup with the girl, which the latter grants, and also insists him to allow him to continue the investigation from his side.


Thomas confronts Martha about the secrecy of her job, which he came to know from Patrick, that her current profession as an on-field MI5 agent still involves life risks. Upon confirmation, he alleges that Martha broke his trust and their daughter’s by not only actively pursuing such a dangerous job as a parent but also by lying to them. Thomas goes to Alfred to inquire about the nature of Martha’s job and to relay the investigation duty of escaped Wayne Enterprise scientist Dr. Glubb to him. Alfie accepts the proposal and, as an answer to Thomas’ inquiries, asks to trust his wife. Martha shares her side of the story with Lucius at an MI5 hideout, almost to convince herself that her cover-up was ethical and the job wasn’t dangerous. Lucius analyses the autopsy report of the dead CIA agent and reveals that the substance found on the corpse links the assailant or the victim to someplace where rich hippies get their substance. As Martha departs, we see Lucius accessing a secret elevator using his retina scan, suggesting he might be involved with something fishy after all.

Alfred and Daveboy go to meet Jessica at the hospital. Daveboy stays to stand watch while Alfie goes to retrieve his gun and confront Sister Susie. Daveboy engages and kills an American government agent sent to kidnap and kill Jessica. During the scuffle, a still unconscious Jessica is put into a Battleship Potemkin-like situation in front of a flight of stairs, sliding in her wheelchair. Daveboy fails to break the fall, but Jessica remains unharmed due to sheer coincidence. She is then taken to Sandra’s penthouse to keep her safe and away from prying eyes. Alfie and Daveboy refuse to believe the girl could have murdered her parents. The ‘fake’ nanny, Elizabeth Vincy, comes to Alfie’s security firm to confess that her staged act was instructed by some shady American agents, who also stabbed her on her way to the security firm.


Mrs. P goes on a blind date she came to know about from lonelyhearts ads but quickly storms off after getting to know the not-so-platonic intentions of the person on the other side. Thomas once again converses with his father, Patrick, trying to mend the rift, but becomes disgusted when he comes to know that Wayne Enterprise R&D allowed Dr. Glubb and the CIA to synthesize psychokinetic drugs under the codename Operation Lullaby, which was formed to create an army of emotionless killers to be used in warfare.

Martha’s investigation leads her to Sister Susie’s hippy joint. Upon enquiring, she comes to know that Susie took money from the CIA in order to let them and Dr. Glubb use her followers as test subjects for an experimental drug. CIA agents return and kill Susie, and just when it seems Martha will share the same fate, Alfie and Daveboy shoot them dead in the nick of time. They speculate that the CIA had experimented on Jessica which made her kill her parents. They deduced that the reason why she appeared normal previously might be because either the reaction was delayed or might have been triggered by external forces. They immediately realize that leaving her with Sandra was a big mistake. Martha discovers Wayne Enterprises’ involvement in all these.


At Sandra’s penthouse, one of her songs is played, which acts as an activating trigger for Jessica’s murderous trance. As the song plays on, in a well-shot macabre sequence, Jessica brutally stabs almost every one of the partying guests to death. As she moves towards Sandra once again, Alfie and Daveboy appear with no moment to spare and shoot her to death. Ironically, the same Daveboy who had saved her from an assailant earlier ends up taking her life; his failure to prevent her fall from the stairs acts as a premonition.

‘Pennyworth: The Origin of Batman’s Butler’ Season 3, Episode 3 “Comply Or Die” Recap

Lucius Fox arrives at the secured facility inside the MI5 hideout where PWE, or Persons with Enhancements, are stationed to keep them away from the public eye and also for their own and the public’s safety. He asks the whereabouts of Gully Troy, another PWE who seems to have manifested hypnotic sight powers. Being distanced from the outside world for too long has bored the psychotic savior to the point that he subdues Lucius to gain access to the exit and leaves the wreckage behind. While discussing the investigation with Alfred in a bar, a repentant Daveboy laments the death of Jessica and the subsequent maligning done by the media, given that the innocent girl had no control over her actions as she was being experimented upon. Alfred receives a call from Lucius to bring Troy securely back to the facility.

Meanwhile, an altercation ensues between Thomas and Martha where they exchange respective information regarding Patrick’s true intentions behind his arrival in the UK and Wayne Enterprise, along with the CIA, being involved in the psychokinetic drug-induced murder spree. Later, Thomas meets with his father to inform him how the entire situation has turned into an unsalvageable mess. Martha has knowledge of the entire fiasco and will debrief PM Aziz soon. Thomas urges Patrick to come clean with this to the English government, but fearing non-cooperation, Patrick refuses and requests his son’s support instead.

Following Gully Troy’s rampage trail, MI5 and Alfie reach a betting office where he’s holed up. After having a few pegs with Alfie, Troy gets a dose of a drunken reality check that he’s living a loveless life. His status as a national hero doesn’t mean anything, as people respect him out of fear, not love, and the fact that he’s a disposable tool at the hands of the government adds on to that. He wishes to go to America to make amends with his wife Melanie, but at the same time knows very well that won’t be possible, regretting that even his appearance is less of a man and more of a household appliance. A distraction helps Alfred shut down his mechanical suit, but the bitter betters who lost their money for Gully’s presence want to take that suit in exchange. A brawl ensues, and Alfie manages to rescue Troy from it.


Martha and Mrs. P go to the children’s park with Samantha, where they bond over their mutual secret shenanigans. Martha asks Mrs. P not to get discouraged by one bad date, as she deserves a happy life. Mrs. P gives her a piece of advice regarding married life, which makes Martha reflect on her relationship with Thomas. Doctor Robert Glubb approaches Martha and later meets in a pub to discuss terms. After developing the psychokinetic drug, Dr. Glubb wanted to sell his expertise in the open market, which made him a target of both Wayne Enterprise and the CIA. He offers his service as a scientist and the lullaby drug to the English government in exchange for money, security, and a workplace. Martha gets to know that Arnulf Thistle was the first intended buyer, and that’s why the CIA got him killed. Their conversation is cut short as two agents enter the pub and give Glubb a chase. Before leaving, he warns Martha that the Waynes aren’t the ones she should be worried about. Virginia turns out to be a CBI agent. She is on the lookout and spots Martha coming out of the same pub, and prepares to tie up loose ends.

Remorseful Daveboy, in a drunken state, attends the Thistle family’s funeral and, in his eulogy, blasts out at the sham of the titled aristocracy. This impresses another attendee named Sally Prufrock, who befriends him. Alfred and Lucius ponder over the day’s events and Gully Troy’s miserable condition in a pub when Alfred has a revelation over Lucius’s comment on mutability. He goes to Sandra’s penthouse, kicks the freeloaders out of place, and comforts her.


Meanwhile, Virginia spikes Thomas’ drink during their conversation, and a couple of CIA agents take him away. Patrick is unable to do anything, as it was already revealed that he is merely a pawn. Thomas returns to have dinner with Martha, which seems like a reconciliation at first, but after attending a phone call that plays Sandra’s song “Candlesticks and Caravans,” he goes into a murderous frenzy. During the frenzied state, he hallucinates Martha as some sadistic prison warden and stabs her. Just before he could deliver the killing blow, Mrs. P knocked him unconscious.


Season three of “Pennyworth” starts with a slow note and quickly dials it up to eleven. The pieces that were scattered in Episode One have been arranged by the third episode. The three key players of the show had been written with a different direction in mind so far, which now seems to be leaning more towards comic versions, all the while retaining their uniqueness. The relationship dynamic between them seems strong enough, like in earlier seasons, and we wish fan-favorite ones like Daveboy and Bet would get more impact this time around. Jack Bannon, in his portrayal of Alfred, seems as trustworthy as the revered Butler himself, albeit on a different note. The third episode of the series had nifty little easter eggs name-dropping DC characters like Blue Beetle and Black Baron, as well as the names of betting horses. Lucius’s involvement in gadget making and PWE involvement hints at his role in the future as Batman’s accomplice. Likewise, the psychokinetic drug will remind fans of Joker gas or Crane’s Fear toxin. To sum it up, we are sure that season three of “Pennyworth” will impress its regular fans, and it surely deserves more popularity than it currently has.


Siddhartha Das
Siddhartha Das
An avid fan and voracious reader of comic book literature, Siddhartha thinks the ideals accentuated in the superhero genre should be taken as lessons in real life also. A sucker for everything horror and different art styles, Siddhartha likes to spend his time reading subjects. He's always eager to learn more about world fauna, history, geography, crime fiction, sports, and cultures. He also wishes to abolish human egocentrism, which can make the world a better place.

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