Terrence Steadman is dead and Alex Mahone is alive. The new trio of Kellerman, Lincoln, and Michael were able to evade capture and make it outside state lines. Agent Kellerman then informs Michael that he is willing the help them because they have a common enemy and receives a phone call from Kim about Mahone surviving the gunshot. Kellerman seems surprised but informs Kim that he is in the process of destroying Lincoln and Michael’s corpses and will send him a photo when it’s all over.
However as they drive away into the highway, Lincoln suddenly remembers Kellerman trying to kill him back when his father tried to break him out the first time. He then gets Kellerman to pull over into the road and threatens to kill him until Michael talks some sense back to Lincoln. Meanwhile, C-Note is still hiding out in the woods with his daughter and calls his brother-in-law to learn that his wife is in court and plans to pick her up once she gets bailed. Later we learn the judge denied her bail and she is going to be tried to helping C-Note.
Bellick is in Fox River and gets into a fight with an inmate. In response to the fight, one of his former colleagues warns him that the inmate he attacked is well-connected with the guards on the night shift, who happen to resent Bellick for assigning them to the night shift, and plan to attack him at lights out. To make matters worse, Bellick took the top bunk from Avocado, which left him with no one to protect him from his night guards.
T-Bag finally caught up with Susan and only desires to be with her and her kids as a family. Susan tries to get her gun at T-Bag but she is interrupted by her kids who just returned home from school. She later makes another attempt for the gun, but learns T-Bag took it earlier while she was attending to her children. T-Bag later threatens Susan for trying to pull the gun at him and is attacked by her son after he gets worried about the argument. Susan tries to get her kids to escape through the front door, but T-Bag stops them. His subplot ends with him boarding up the front door, and keeping the entire family hostage.
In regards to Agent Mahone, we learn that Kellerman accidentally missed him and he is recovering at a local hospital. Once he regained conciousness, Agent Kim informs Mahone that he failed to kill Scofield, but he tells Kim that Kellerman double-crossed him. Kim then asks Alex to get back to work, but he tells him he quit and is even willing to confess to killing Shales and burying him in the backyard. Later in the episode, we learn the Company ran over his son, fracturing his thigh, as a way to persuade Mahone to get back to the hunt. He complies but not before killing one of Kim’s agents.
Kellerman, Scofield and Lincoln make it into an airport and take a chartered jet to Montana to pay Steadman a visit. After learning of the chartered flight, Kim orders his men to evacuate Steadman from his “prison”, but they are quickly intercepted by the trio who promptly take custody of Terrence. Kim then orders his men to kill them all, but Kellerman takes out both Company agents and drive off.
They hide out in a local motel where Michael learns that Kellerman and the Company have taken all measures into reducing Steadman into a John Doe with no trace of his original identity. He suggests the only way to end all of this is to go directly to Washington DC, meet-up with the anti-Company groups that Michael’s father worked for and expose the conspiracy for what it is. During this time, we learn from Steadman that Kellerman was in love with President Reynolds, and Lincoln was tempted to kill Steadman because he ruined his life and cost the lives of everyone he knew. For some reason, Michael dislikes the plan and calls the local news agency to turn himself in the hope of quickly exposing the truth without walking into what he saw as a “Lion’s Den”.
While waiting for the police and media, Steadman swipes a gun away from Lincoln and threatens to kill himself. Michael tries to talk him out of it, but he still commits suicide but shooting himself in the head. Just then the local police arrive and Kellerman, Lincoln and Michael are left with just a corpse that has no evidence of Steadman or the conspiracy.