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.

Bellick gets a taste of the medicine he gave out when he was the Captain and Agent Mahone's ex-wife makes another appearance.

C-Note gets into a tricky situation when a robber holds up the diner he is in and demands everyone go into the storage room until the police arrive. Michael, Lincoln and Kellerman get closer to revealing the conspiracy with the help of Sara. Mahone finds a new ally in Bellick.

Michael and Sara request Henry Pope's help to retrieve the information that will topple The Company.Mahone pins down an escapee. Sucre discovers a new threat while hitchhiking to reunite with Maricruz. T-Bag brings the Hollander family to his home.