A pair of prisoners at the Clinton Correctional Facility vie to catch the attention of guard, Joyce Mitchell. When the two inmates escape, Joyce is questioned about her possible involvement.

Matt has an idea to get out of Dannemora, but Sweat is not interested; Matt begins to help Tilly with an inmate she doesn't get along with in the shop; Sweat comes to miss the freedoms that come with Matt's protection.

Matt and Sweat struggle to find a way out, as they continue to run into obstacles. Tilly feels bad about some bad decisions, and finds an odd way of showing her remorse.

Excited by the possibility of a new life, Tilly attempts to avoid Lyle, who is planning something special for their anniversary; Sweat makes progress on the escape route, but feels like he's doing all the work.

On the day of the escape, Matt and Sweat know the smallest mistake can derail their whole plan; Tilly and Lyle have a fateful dinner at an all you can eat Chinese restaurant.

A journey into the minds of Matt and Sweat, and their lives outside of prison walls. Tilly's natural instincts are on show, and they are not very sharp.