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"The only reason you're around right now is because of me. You see, they're comin' after us both now. That's where you got lucky. See, the way I operate, the way I handle situations like this I kill the enemy before they get to me. That's what I do."
Frank Castle to Amy Bendix

Fight or Flight is the second episode of the second season of the television series The Punisher.


Frank and a reluctant Rachel go on the run as a menacing adversary gives chase. Meanwhile, Madani pays Russo an unwelcome visit.


Leaving Michigan, Frank Castle and Amy Bendix arrives to Larkville, Ohio where Bendix books a room at the Tides Motel. At their room, Castle has Bendix to remove the bullet from his buttocks and stitch the wound, much to her disgust. Having driven all night, Castle decides to get some sleep, but not before tying Bendix to the bed to prevent her from leaving.

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Dinah Madani visits Billy Russo in his room once again, but at this time, he awakens. Much to Madani's skepticism, Russo states that he does not know who she is. Madani is approached by Krista Dumont who treated Russo for several months. Madani believes that Russo is faking the memory loss in order to avoid prosecutions for his crimes. However, Dumont states that Russo's near-fatal injuries caused serious brain damage, and he really cannot remember the last several years of his life.

Recovering in the hospital, Beth Quinn notices John Pilgrim in her room, looking at the cards sent by Rex. Pilgrim threatens to harm Rex and forces Quinn to tell him about the man from Lola's Roadhouse. Quinn tells him Castle's fake name, "Pete Castiglione," and Pilgrim leaves her, satisfied with her answer. With that information, Pilgrim's hacker tracks him to the Good Rest Motel and learns that he is currently hiding in Larkville.

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Later that day, Castle interrogates Bendix, demanding to know why she is being hunted and refusing to believe her cover story. Bendix refuses to talk again, even after Castle found her suspicious film canisters. Knowing that more mercenaries would be upon them soon, Castle ties her back to the bed and books another room at the motel next to their current one. Returning to his room, Castle uses a crowbar to make a hole into the second room.

Dumont organizes another therapy session for Russo to discuss the nightmares that keep him awake. Russo tells her the same story about the incident that broke him and the skull that he sees in his nightmares.

Madani attends the restaurant with Rafael Hernandez, who is unpleased because of her frequent visits to Russo. Despite Madani's objections, Hernandez reminds her that Russo is no longer in the Homeland Security's jurisdiction, as his case was handed over to the New York City Police Department, and Madani can corrupt any prosecution or trial, when Russo will be charged. Hernandez asks Madani to stay away from this case, to her annoyance, as she leaves the restaurant.

At night, Castle spots the car with Marlena Olin's Crew outside the motel and sets an ambush on them. Upon Marlena Olin's orders, a group of three mercenaries storms the room, shooting all places where they could hide, however one male mercenary was killed by Castle who took cover in the second room, whereas the female mercenary and the other male mercenary were either killed or rendered unconscious.

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While Castle was fighting a sniper in the car, Bendix is approached by Olin who threatens her. Castle manages to knock Olin down and attempts to capture her. However, Olin wakes up and shoots Castle in the arm. Castle wounds Olin in the back and tries to interrogate her before Bendix attempts to steal his van and escape. However, Bendix is halted by Larkville Police Department officers who arrest her, as well as Castle and Olin.

The three of them are taken to the Larkville County Sheriff Station where Castle and Olin are having medical treatment, while Bendix explains the situation to Roy Hardin, making Castle her captor. Skeptical about the whole situation, Hardin decides to keep them at the station and orders to enter them into the system. Pilgrim's hacker learns about it and informs Pilgrim that Olin, as well as his targets, were arrested.

Castle uses his call to contact Madani and ask her for help. However, she refuses to deal with him again. Hardin informs Castle that he is charged for four murders and questions Castle about the situation. Castle states that his subordinates are in danger and that he needs to let them go, to which Hardin dismisses. As proof to Castle's words, Pilgrim arrives at the station, intending to complete his mission and eliminate his targets.


Main Cast:

Guest Stars:









Song title Artist Location(s)
Boot Struggle Tyler Bates
  • Amy Bendix comments on how Frank Castle keeps falling asleep while driving.
  • Bendix helps Castle remove his boots.
Restless Ryan Innes
Visions Tyler Bates


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