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.
Kellerman and Hale blackmail Warden Pope, Michael finds out he might get out earlier than anticipated, and Veronica becomes uncertain of her allies.
Michael and Lincoln face the fact that everything they worked for may have been for nothing. Bellick finds himself back at Fox River, and T-Bag continues to leave a trail of bodies in his wake as he hunts down the woman who turned him in.