Back at the U.N. building, Admiral Souther tells Chrisjen that Johnson is lying about Earth's involvement in the attack, though she demands a full investigation into the fusion drives described in Franklin's data. Errinwright interrupts them, claiming that the stealth ships were indeed built at the Bush shipyards … but for "private contractors", not the United Nations. Not only that, all the ships eventually made their way to Tycho Station over the past few years.
What private contractors, exactly? Chrisjen has an idea when Errinwright re-introduces her to his security advisor: Jules-Pierre Mao.
That night, Chrisjen tells her husband, Arjun, that he needs to go to Luna for a while, as it's not going to be safe for him on Earth much longer. It won't be for Chrisjen, either, as she suspects that Errinwright had Franklin killed BECAUSE Franklin figured out that said fusion drives were built on Earth BY Earth. She thinks her boss, Errinwright, is somehow connected to all the incidents that nearly pushed Earth/Mars/Belt to war (i.e., the setting up of the Canterbury to be destroyed, and framing Mars). She begins to reevaluate her position in this increasingly dangerous situation.
Meanwhile, back at Eros Station, Sematimba has caught up with Amos, Alex and Naomi and taken them to the mech shafts, which Naomi says the OPA uses as smuggling routes to get to and from the docks. After a series of frustrating dead ends, they eventually find the service ladder that takes them to the Rocinante. Sematimba wants to take off immediately, but Naomi refuses, saying she promised Holden three hours. Sematimba pulls a gun on her, but Amos shoots him in the back. "You say we wait, so we wait, boss," says Amos to a shocked Naomi.
Miller and Holden mend themselves up to buy some time. Holden estimates they have a couple of hours before they start to melt from the inside out, so they've got to get to the Rocinante and its advanced medical facility before then. When a group of CPM thugs shows up, Miller and Holden hide out in a video arcade and watch them set up a bunch of monitors, cameras and transmitters. After the CPM squad moves on, Miller and Holden see that the transit pods are back online. As they try to board one, they discover even more Eros citizens infected with the protomolecule. "They're spreading it deliberately, the whole goddamn station," growls Miller, realizing that 100,000 people dying from a bioweapon -- or whatever it is -- is a good way to start a war between Mars, Earth and the Belt.
Holden comes across Kenzo, whose wily ways have kept him alive through all this chaos. Kenzo tries to convince Holden to take him along, but Holden is still sore about the treachery that almost got them killed in the lobby of the Blue Falcon — he sends Kenzo running as he empties his weapon in the spy's direction, much to Miller's quiet appreciation and amusement.
Miller and Holden find an elevator that leads to the docks, though they have to go through a CPM squad to get to it. Donning the gear of two goons that Miller gunned down, they appeal to a group of CPM thugs that are being denied exodus from the station by Dresden's men … one of those CPM thugs happens to be Filat Kothari, the guy who impaled Miller's partner, Havelock, to a wall back on Ceres. Miller's rabble-rousing works and there is soon a full-on riot, during which Miller and Holden make it to the elevator … and Miller shoots Kothari in the head.
Miller and Holden make it to the Rocinante, where Miller is disturbed to see the body of his gunned-down friend, Sematimba. As Amos and Naomi administer treatment for their radiation poisoning, Alex detaches the gas hauler facade of the Rocinante, effectively rendering the clamps useless and allowing the ship to leave Eros Station … in hot pursuit of Dresden's craft.
The season ends with Kenzo wandering the rampaged streets of Eros, eventually coming across a space utterly transformed by the protomolecule. He stares in awe at the fantastical growth of fractals and nautilus spirals, thrumming with organic life. Kenzo is stalked by the protomolecule taking on a human shape before he's sucked into the ever-growing vortex.
(See "Notes" section for discussion of split episode versus double episode credits)
- Thomas Jane as Josephus Miller
- Steven Strait as Jim Holden
- Cas Anvar as Alex Kamal
- Dominique Tipper as Naomi Nagata
- Wes Chatham as Amos Burton
- Florence Faivre as Julie Mao
- Shohreh Aghdashloo as Chrisjen Avasarala
- Shawn Doyle as Sadavir Errinwright
- François Chau as Jules-Pierre Mao
- Brian George as Arjun Rao
- Kevin Hanchard as Sematimba
- Daniel Kash as Antony Dresden
- Elias Toufexis as Kenzo Gabriel
- Adam Kenneth Wilson as Extreme Belter
- Alex Armbruster as CPM #14
- Alicia Turner as ND Stunt Civilian #1
- Andrew Butcher as CPM #9
- Ayesha Mansur as Nalida
- Barrington Bignall as CPM #13
- Blair Johannes as CPM #11
- Brian Hamman as Rutger Merc
- Darren Marsman as CPM #8
- Dimitri Pavlokas as CPM #10
- Eli Martyr as CPM #15 A.K.A. "Onudo"
- Emerson Wong as CPM #12
- Esie Mensah as Proto Merc #3
- Goran Stjepanovic as CPM #6 A.K.A. "Menacing Belter #2"
- Hubert Boorder as Proto Merc #6
- John Kaye as ND Stunt Civilian #2
- Jung Yul Kim as CPM #7 A.K.A. "Menacing Belter #1"
- Justin Howell as Proto Merc #5
- Karl Ang as Pilot
- Kayla Culity as Civilian #1's Daughter 
- Madison Oldroyd as Little Girl (Eros)
- Marqus Bobesich as Scruffy Guy
- Martin Roach as Admiral Souther
- Moti Yona as Belter Man
- Ruben de Baat as Young CPM #15
- Peter Yan as CPM #13
- Sarah Scheffer as Dying Woman
- Simon Northwood as Proto Merc #4
- Ted Ludzik as Pock Mark/Filat Kothari
- Tommy Chang as Civilian
- Cast credits on-screen
- See "Notes" section for discussion of split episode versus double episode credits.
- Cast interviews
- The episode title was revealed on the show's IMDB page in November or December 2014.
- The title comes from the name of the first book, Leviathan Wakes.
- The scene where Avasarala meets Jules-Pierre Mao was filmed inside Roy Thomson Hall in Toronto.
- Miller asks Holden what rain tastes like which he'd repeat when he became The Investigator. "(New Terra)"
- The credits for this episode varies depending on editted cuts. This may be primarily due to whether episode 9 "Critical Mass" and episode 10 "Leviathan Wakes" are cut together. Original broadcasts may have used the combined credits for both episodes.[Citation needed] Amazon Video streaming offers the episodes 9 and 10 as separate split episodes (2017-04). The combined double episode credits are shown in the media section of the Season 1 article found here. The split episode credits are shown below in the Cast credits on-screen section of this article. There are a few omissions from the credits when using the "episode 10 only" split episode credits as opposed to using the combined double "episode 9 & 10" credits.
- In September 2017, it was noted that credits shown for streamed episodes on Amazon were revised to include more stunt performer credits plus stunt wire team credits. These additional credits appear on the Amazon Instant Video Ultra HD 4K stream.
- Two actors are credited using the same role name of "CPM #13", Barrington Bignall and Peter Yan. This does not appear intentional as the two are not known to share any physical resemblance
- cast member/role credited for wrong half of double episode. This character credited for episode 10, "Leviathan Wakes", despite only appearing in episode 9, "Critical Mass", when the season finale is edited as two episodes.