Flashbacks shed light on the past actions that led to the incarceration of Lincoln, Sucre, T-Bag and C-Note. Basis of Michael's ingenious break-out plan are revealed. Dr. Tancredi memorizes how she ended up in Fox River State Penitentiary.

As Lincoln tries to reunite with Michael, he has to say goodbye to another loved one. Michael attempts to obtain a getaway plane. T-Bag gets revenge. Sara and Kellerman face-off.

Michael's escape may be in jeopardy because of heavy rain. T-Bag and Lechero join forces, while Bellick hopes to do the same with Mahone.