Flashbacks shed light on the past actions that led to the incarceration of Lincoln, Sucre, T-Bag and C-Note. Also, the basis of Michael's ingenious break-out plan is revealed, and Sara recalls how she ended up working at Fox River.
Michael and a badly wounded Lincoln try to outmanoeuvre Mahone, who is hot on their trail, and enlist the help of an old friend. Meanwhile, Sara is arrested upon her release from hospital.
With Lincoln's execution now just a day away, Michael looks for a way to get him out of solitary confinement in time for an escape. Meanwhile, Veronica comes out of hiding and gains an ally.
Lincoln worries about Michael's sanity while Michael is having trouble remembering some parts of the prison schematics, and Sucre has to conceal the hole in the guard's break room.
Michael approaches Mahone's ex-wife in an attempt to learn more about his pursuer and finds out something that may prove to be very useful. Meanwhile, LJ and Lincoln run into a few difficulties, T-Bag gets a nasty surprise, and Sara and Kellerman both work out where Michael's rendezvous point is.