Earl packs to leave prison, while Catalina, Darnell, Joy and Randy wait for him in the parking lot. Earl is shocked when Ron tells him that he's not on the list of prisoners being released today, or the extra pudding list. In shackles, Earl confronts the Warden, demanding to know why he reneged on their deal. The Warden has a new deal: Earl scratches his back, it won't itch, and he won't throw Earl in solitary. Earl makes the deal, but knees the Warden instead of his shaking his hand, and is promptly led off to solitary.
The point of solitary is to break down a prisoner's mental state by keeping him alone for 24 hours a day. Earl feels fortunate the state allows him prayer service once a week, and a shower and hour of recreation daily. Still, it's not going very well since the Warden had him locked in a metal box with only a small hole to look out. Earl decides to stay in his cell and find better ways to fill his time, like charades and going crazy. Finally, on day 60, Earl caves to the Warden's demand to get the prison ready for Christmas.
Sensing Earl's delicate condition, Randy offers to take him to the yard or let him lie down, wishing there were more options. Earl decides it's time to bust out, and gets the old gang back together with Randy, Frank and Paco. Frank's had made several failed escape attempts, and warns Earl not to disguise himself as too pretty of an infirmary nurse, or try to hide in a pile of discarded mattresses. While doing the Warden's errands, Earl is inspired by a rat tunneling in the ceiling, and decides to vanish down the rat hole.
In order to find where the rat hole leads, Earl and Randy break into the Warden's office, where Randy draws the prison blueprints on Earl's back. They can get through the ventilation system to the loading dock, but they'll still have to make it past the front gate, where all vehicles are searched. Randy points out that not all the vehicles are searched. Ron refuses to search the local church van, because the last time he did, he got the runs for two weeks, and he's not taking any chances.
Frank has made a zip gun with only one bullet, but Randy accidentally shoots it off. Franks melts down Earl's bedsprings to make another bullet, and the escape plan gets underway. Catalina shanghais the church van, and Darnell and Joy disguise themselves as a nun and priest to sneak into the prison and hold a very loud church service. Randy follows Earl, Paco and Frank into the ventilation shaft. Sadly, Earl and Randy fall through the ceiling onto the Warden's desk.
Earl grabs the gun, and holds the Warden hostage. Randy plays video games while Earl tries to figure out what to do. Meanwhile, Paco and Frank escape to the loading dock, where Darnell has taken out a guard with a Spock pinch. When Darnell goes into the ventilation shaft after Earl, Paco and Frank steal Joy's nun outfit, hijack the van and escape. Earl has taken the Warden's clothes, but can't bring himself to complete his Warden disguise by shaving his moustache, when Darnell falls through the ceiling on top of Randy.
The Warden tells Earl that he will now spend his life in prison, when Darnell recognizes the Warden as a 1980s porn star who once shot a movie in his apartment. Knowing that this information could ruin his wife's career as well as his marriage, the Warden releases Earl, who passes Paco and Frank being returned to prison on his way out. Seems that when Paco caught a glimpse of Catalina on the road, he steered the van into a police car.