Tensions run high as chaos continues to erupt behind the walls of Fox River. Military choppers circle the yard as reinforcements on the ground secure the perimeter. On the roof, overlooking the activity, Michael crouches behind an exhaust vent to stay hidden from the helicopter. When it passes, he deftly removes the vent's protective grating and crawls inside.
As National Guard soldiers coordinate behind them, Pope and Bellick walk to the command center. With the water shut off, Pope expects that unbearable heat within the prison will be enough to force the inmates to stand down. Bellick, however, chomps at the bit to march a group of armed guards in and take A-Wing back by force. But Pope is firm; they've got to follow procedure by the book. Pope and Bellick stop their conversation when a shout from the prison catches their attention.
The shouter is Gus, one of Abruzzi's men. He informs Pope that the inmates "got some demands." Yelling through a slotted window of the cellblock, Gus repeats the demands fed to him by Abruzzi. "We need the A/C! And we got a hostage! The new jack!" Bellick sends Mack off to find out which C.O. is trapped inside. Bellick quickly reports back to Pope that Bob is trapped inside. Gus continues, "And we got the girl doctor!" The gravity of the situation sinks in for Pope; the governor's daughter is a hostage in his prison. Pope changes his tack; they must send someone in to retrieve Sara. Bellick evenly replies, "Can't do that sir. It wouldn't be by the book."
Sara screams and pounds against the thick prison glass desperate for someone to hear her, but her voice is muffled by the thick security glass.
Turk continues to lead Lincoln through the back halls of the prison along his supposed "short cut." When Turk disappears, Lincoln casts a confused look at his surroundings. He's been led into the tight maze of pipes that make up the prison steam room. Suddenly, Turk ambushes Lincoln from above. He drops down from a steam tower and chokes Lincoln with razor wire. After a prolonged struggle, Lincoln wrestles free of Turk's choke, and stumbles away dazed and bleeding.
Inmates continue to riot in the cell block. C.O. Bob remains cuffed to Michael's bunk while Sucre prepares to head back into the prison bowels. Eyeing Bob, T-Bag removes Bob's boots and belt. Sucre issues another warning to T-Bag about leaving Bob alive before he crawls back into the hole. Bob begs Sucre to stay, but he has to finish drilling. T-Bag, showing his new-found team spirit, holds the sheet across the bars to cover for Sucre. Once Sucre's through, T-Bag orders Bob to set the toilet back upright.
Michael moves through the ducts above the ceiling, crawling along on his belly, and peering below him through the air vent system. The sounds from the infirmary grow louder.
On a flight destined to Washington, D.C., Nick and Veronica struggle with the mystery surrounding Terrence Steadman's death. They speculate as to who in Washington would have wanted him dead. "You know, before Steadman was killed, EcoField introduced a prototype electric engine at a techno conference. Sixty dollar barrels of oil would be obsolete if this thing ever made it to the mainstream," Veronica says. Oil producers, suppliers, even the government of an oil-based economy (such as the United States) would have wanted Steadman's plans to be stopped.
Sara is crouched behind an examining table, her makeshift shiv in hand. Her eyes dart about to the dozen or so inmates who are trying to break in and get her. She springs up to the window again, screaming for help in vain.
Michael slides along in the ducts, closing in on Sara's position. He reaches another grate that allows him to shimmy across a pipe on the ceiling.
T-Bag sits across from Bob, now tied to the metal frame of the bunk bed. He goes through Bob's wallet and finds a prom photo of Bob's daughter. Bob tells T-Bag to put it back, but T-Bag delights in tormenting Bob with the picture. "You know what they say about a prom dress?" He is interrupted by a furious Abruzzi who seethes with hatred for T-Bag as he orders him to leave Bob alone. Bob's the only leverage they have and is not to be harmed. T-Bag acquiesces, reiterating his team-first mentality, but Abruzzi's interest has drifted to the toilet. He peeks behind it, glimpsing his very first step to freedom.
Pop Pop awakens from the sedative Sara drugged him with earlier. He finds a phone book and shouts to the other inmates to smoke Sara out of the office.
Michael peeks under a ceiling tile to witness the inmates throwing a flaming phone book into Sara's office. Sara must move closer to the door to extinguish the flames, and when she does Stroker grabs her hair. Sara screams as he pulls her towards him with a sadistic smile. Sara stabs Stroker's hand with the shard of glass she's been clutching. She runs towards the center of the room and is grabbed again by another hand, this one emerging from the ceiling. She looks up to see Michael, who pulls her up to the crawl space above the office. "It's okay, I'm not going to hurt you," he tells her.
A limousine surrounded by a convoy of squad cars and SUVs race into the prison yard. Pope and Bellick watch the approaching motorcade with apprehension; the Governor has arrived. His limo pulls up next to Pope's command tent. Pope moves to greet him, instructing Bellick to keep his mouth shut. Governor Tancredi doesn't want to hear anything from Pope; he only wants to see his daughter.
Safe for the moment in the B-Wing crawl space, Michael tells Sara the plan. "See these pipes? We're going to stay on them. They go through the wall and over the hallway, and they're going to get us out of here. All you have to do is follow me." Sara, still scared, follows Michael.
The smoke from the flaming phone book clears enough for the inmates to see that Sara is no longer in the office. Stroker's eyes drift to the ceiling; he knows there was only one way out of that room.
In Dulles airport, Nick and Veronica disembark and head to their meeting with Nick's contact who traced the "eyewitness" call. Veronica interrupts him as they pass a television in the terminal. A news story runs about the Fox River riot.
LJ , glued to the television, watches the same news report back in Illinois. His mother, Lisa, takes a momentary interest in the story, and then sees that LJ's step-father, Adrian, is getting annoyed. Lisa turns off the television, but LJ protests; he wants to watch in case his father is in trouble. "Look, your father's already in trouble, there's nothing we can do about it," she says and LJ sits, stunned. Lisa doesn't want to make a scene in front of Adrian; the situation with Lincoln makes him uncomfortable enough as it is. LJ talks back to his mother, then Adrian steps in to discipline LJ. The situation quickly intensifies and ends with Adrian shoving LJ to the floor. LJ storms to his room.
Turk has reset his sights on Lincoln. He hides in the catwalks with a three foot piece of pipe in his hands. He watches Lincoln stumble through the steam. Turk attempts another ambush, but Lincoln reacts quickly this time. "Why?" Lincoln demands. Turk swings the pipe at Lincoln, but loses his footing near the edge of the platform and falls twenty feet, landing on his back on the concrete floor below. Lincoln kneels over him, demanding to know who sent him. Turk sputters for his last breath, dying without telling Lincoln the name of his assassins.
Sucre continues drilling into the wall, praying in Spanish as he goes. The drill bit breaks through the wall and he smiles. "Who's your friend?" Unexpectedly, Abruzzi's profile appears on the wall. Sucre whirls around to discover that Abruzzi has found his way into the prison bowels. Sucre explains how he intends to bring down the wall. Abruzzi nods his head, but warns, "Sometimes you underestimate the wall. No matter how hard you try, it doesn't give in."
Michael and Sara crawl silently through the ceiling rafters. Michael moves with confidence, but Sara, shaky and exhausted from the strain of her ordeal, stops. "I need a minute, I'm sorry," she says. Below, Pop Pop and the rest of the sick bay inmates wheel Stroker down the hall in an office chair. Stroker stands on the chair, poking the ceiling tiles with a mop handle as he goes.
Michael sees that the shock of events has Sara on a precarious edge. He tries to calm her down by distracting her with stories about Baja and Thailand. Though grateful for his efforts, Sara can't stop herself from asking, "Why are you here?" Michael explains, "When everything went off in A-wing, the C.O.s left the station and I saw you on the monitor. One of the first assignments on P.I., we were up here to clean out toxic mold. Took days, so, I'm kinda familiar with the layout." Sara, still dazed, accepts his explanation and follows him onward. Below them, the inmates are getting closer. Michael hears them and immediately becomes silent.
The other inmates hold Pop Pop high enough that he can look around above the ceiling. The back of his head pops up just in front of Michael and Sara. As Pop Pop turns around, Michael kicks him in the face, knocking him down onto his fellow inmates who land in a heap in the hallway as Sara and Michael run to safety.
Governor Tancredi has lost all patience with Pope and his handling of the riot. Pope defends himself, explaining that he's trying to settle this riot through standard negotiating procedures to avoid taking lives. Tancredi's only priority is his daughter, trapped in the anarchy. He announces, "I don't care if it takes a massacre to get her out of there. If you're not gonna do it, I am." He tells a National Guard Captain to ready his men to go in.
Michael and Sara arrive at a vent where they look out onto an anteroom that Pop Pop and Stroker have just passed. When the room is clear, Michael climbs down and helps Sara. She jumps down and Michael steadies her, grabbing her waist. Neither of them acknowledges the blurring of the doctor/patient relationship that's occurring. But before they can leave, Stroker finds them. Stroker makes a move to grab Sara. Michael jumps on his back, wrapping his arms around Stroker's neck. Stroker starts to pass out as Pop Pop charges in and grabs Michael. Sara kicks Pop Pop's post-op knee and he falls to the ground, screaming in pain. Once Michael's choke hold brings Stroker to the ground, Michael and Sara run for it.
Bellick watches snipers line the prison roof with satisfaction. Seeing Governor Tancredi alone, Bellick approaches him with words of praise. "Good call, Governor. Bringing out the big guns." Bellick introduces himself to the Governor and takes the opportunity to express his views on the situation. According to Bellick, C.O.s need to be tough. Force has to be used to control the inmates. Governor Tancredi nods, though it's unclear how seriously he takes Bellick's comments. Bellick moves on, but not before his little sidebar catches Pope's eye.
Abruzzi takes the egg beater from Sucre, insisting that "demolition runs in the family." Sucre warns Abruzzi about the gas pipes behind the wall. Abruzzi looks concerned, but before he can drill, the devil light burns out.
Michael and Sara reach the hallway that leads to the outside door, but a group of inmates stand in their way. Michael and Sara duck behind a wall before anyone sees them. When Michael wants to go another direction, Sara argues that it's impossible to get out that way. Michael insists. Sara cannot grasp how an inmate can know the layout of these restricted areas. Michael says, "Trust me." He leads her back out the way they came in.
Abruzzi is soaked with sweat as he continues to drill in the dark.
T-Bag continues to verbally torment C.O. Bob, saying that once he breaks out of prison, he's going to drive up to Bob's house in a limousine and he's going to take his daughter to the prom.
Pope asks the National Guard Captain for a status on Sara's location. The Captain says they are working on it, as the Governor walks up behind them. "You should listen to Captain Bellick and gas the whole block." Pope turns to the Governor, stunned at Bellick's betrayal. He firmly asserts his authority in Fox River; whatever happens in there, Pope will take responsibility for it.
Sara and Michael sprint through the halls.
Abruzzi finishes the last hole and hands Sucre a huge metal pipe. "She's all yours now." Sucre takes mighty swings at the wall with concrete breaking away with each swing. The two men peer through the hole in the wall and laugh with delight. Michael's plan worked.
Michael and Sara make it to the visitation waiting room, they're one door away from freedom. Sara doesn't want to leave Michael there, but she doesn't have a choice. Stroker and Pop Pop are back on their feet and closing in on the waiting room.
From the roof tops, a sniper calls in to his commander, "Number eight, affirmative. I've got him in sight." The red laser from the barrel of his gun flashes across Michael's chest. Sara sees the red dot. She realizes that if she leaves, they're going to kill Michael.
With snipers holding Michael in their sights and the mob of inmates closing in, Michael must get Sara out the door for her own safety. "You go out the door, I hit the floor," he tells her. But Sara knows the sharpshooters will not miss. Michael yells at Sara to go. Stroker runs up behind Michael as he pushes Sara out the door. Michael dives to the ground and the sniper's bullet strikes Stroker in the head and machine gun fire floods the waiting room. Inmates scatter and Michael is able to crawl away. Outside, armed guards escort Sara away.
A beat up van pulls into a Washington, D.C. parking garage. It parks next to Veronica and Nick's car. Nick's contact, Mark Fletcher, steps out and walks over. Mark tells them that it wasn't easy for him to trace the number because it came from a payphone.
At the intersection of 11th and Constitution, Nick and Veronica survey the buildings around them. One building stands empty, also nearby is the Federal Energy Commission. Nick finds a security guard near the empty building to ask what was there. "Yeah. He said it was regional headquarters for a company called EcoField." Veronica tells him that was Terrence Steadman's company. But before they can talk about it, the payphone rings. Veronica answers and the voice at the other end of the line asks, "Is Lincoln Burrows really worth it?" Nick grabs the phone and demands the caller's name. The voice replies, "Nick Savrinn, as of right now, both of you are dead." Nick hangs up and the two quickly move away.
Desperate to find his brother amidst the chaos, Lincoln forces his way through A-Wing, screaming Michael's name. He forces his way into Michael's cell and grabs T-Bag, seeing that T-Bag was holding Bob prisoner. "Whoa, whoa, whoa. I didn't touch the man, you can ask him. Things have changed since we last met," T-Bag frantically explains. Lincoln watches Sucre climb out of the hole, followed by Abruzzi. Lincoln grabs Sucre and throws him out onto the tier. Lincoln is furious that T-Bag knows about the escape. Sucre concedes that T-Bag is a problem. Lincoln demands to know where Michael is. Sucre doesn't know, so Lincoln forces his way back through the rioting inmates.
Michael re-enters A-Wing as inmates begin to scatter. A group of armed guards have arrived and are waiting outside the gate. Lincoln grabs Michael and hugs him, both relieved to find the other alive. They run back up to the cell.
Pope walks across the yard to Bellick. Bellick snidely cracks an insensitive joke about Sara's safe return, but Pope shuts him down with a harsh reprimand. "The next time you badmouth me to one of my superiors, there are going to be serious consequences. Do I make myself clear, Captain?" Bellick, smile wiped from his face, nods his head.
Governor Tancredi spots Sara as National Guard soldiers escort her to the medic station. Sara and her father embrace, but instead of being grateful that she's alive, he begins to lecture her about her decision to work at Fox River. "I told you when you took this job. I knew something like this was gonna happen. I just want you see what you're doing to yourself. Nobody is forcing you to be here." Disappointed, Sara nods her head. "I know." The Governor turns to the crowd and says, "Alright, let's clean this mess up."
The guards storm into A-Wing and Michael organizes the guys in the cell. He wants everyone out, especially C.O. Bob. T-Bag volunteers to take Bob out and Michael orders T-Bag not to kill him, but T-Bag can't accept letting Bob go "after all he's seen." Lincoln grabs Bob and drags him out of the cell. As he's leaving, Abruzzi shows Bob his driver's license, "If we have a problem, we know where to find you." T-Bag still wants to go after Bob, but Abruzzi holds T-Bag back. T-Bag ducks inside another cell, hiding as Abruzzi passes. Then, as inmates shove to get through the narrow tier, T-Bag sets his sights on Bob, moving towards him with a vicious purpose. He reaches Bob on the tier. He spins him around and stabs him multiple times before flipping him off the railing. Bob crashes into the concrete floor of the cell block in front of Westmoreland. Michael watches everything unfold, powerless to intervene. He can only lower his head against the cell wall.
Sara recovers in the back of an ambulance going over a list of all injured and dead inmates. Ron, a prison administrative assistant walks by and Sara asks him, "Why did your department assign inmates on P.I. to do a toxic mold removal project?" she asks. Ron doesn't know anything about it. "We'd never assign inmates to do that." The first inklings of suspicion crease Sara's forehead.