Sara and Michael enter the cigar club but before they can examine the locked humidor, Sara is recognized and they're forced to flee. Mahone lands in Minneapolis and calls his son who's recuperating in the hospital. Lang calls in and informs him that C-Note was spotted and that Dede is sick so she'll check the local hospitals. Michael discovers that Pope is a member of the cigar club and they drive to Pope's house. Pope is angry that they've come, so Sara brings up the murder and shows Pope the key. T-Bag and his hostages arrive at a rundown house. It's T-Bag's old home. Sucre's car runs out of gas in the middle of the desert. A man pulls over and offers him a ride. Sucre says he's going to the airport to meet his girlfriend arriving on a flight. The man is going to the airport because he's airport security on his way to apprehend an "American fugitive." C-Note brings Dede to a hospital.

Pope threatens to call the authorities until Michael pulls a gun. He pleads with Pope that Lincoln is innocent but Michael's not going to convince him of anything by holding a gun on him. So Michael sets the gun on the counter. C-Note can't get a doctor to look at Dede so they leave just as Mahone arrives. He gives chase and corners them as they board a bus. Mahone orders C-Note to put his little girl down, but she won't let go. As the doors close Mahone warns C-Note, "Don't let her pay for your mistakes." Michael offers Pope a deal, which we don't get to hear. T-Bag recalls his childhood. We learn that his father made him memorize the dictionary so he could show him off to his friends and then molested him as a reward. Kellerman and Lincoln watch the cigar club from a nearby rooftop. Kellerman says there's no way they'll survive this. Lincoln says he has faith they'll make it. Kellerman's sure they'll get caught and plans on taking as many of the Company down as he can. Kim gets the news that Sara was spotted at the cigar club and orders a jet to Chicago. Sucre and the security guard arrive at the airport and part ways. Seconds later, the guard sees a picture of the fugitive he's come to apprehend and realizing it's Sucre, gives chase. Sucre runs up to Maricruz. They have a touching reunion, catch a taxi and speed away.

Sara hands Pope the key and he heads into the cigar club, where he retrieves a flash drive from the humidor and borrows a computer to see what's on it. T-Bag shares with Susan that he "can't procreate." He says it's a good thing because it means the end of the Bagwell line. He sees Zach and Gracie as his "salvation." He asks Susan if she could ever learn to love him and she answers no. T-Bag quietly implodes. C-Note brings Dede to a shabby clinic and offers the doctor four hundred dollars to help her.Pope exits the club just as Kim walks up. Kim threatens him and demands he empty his pockets. Kim's thug shows up and Kim flashes his gun. When it appears all is lost Michael drives the car right into Kim. Lincoln walks up, punches him out and calmly walks back to the car. Kellerman races to the car to get in but Sara locks the doors and the brothers and Sara speed away, leaving Kellerman in their dust. He shoots a glance at a bloodied Kim then takes off. The police show up and let Susan and the kids out of the cellar T-Bag locked them in. They say they got a call about a hostage situation, but Susan points out that no one knew where they were. We see T-Bag sobbing by the side of the road. C-Note is told Dede's in renal failure and needs dialysis. They can't do that at the clinic, but a large needle in her throat will prep her for treatment somewhere else. C-Note says no way, grabs Dede and leaves.

Back at Pope's house, Pope and Michael get out of the car. Michael informs his brother about his deal with Pope. He offered to turn himself in if Pope helped them but Pope says he listened to the recording and it's important. He figures there'll be people out there who will want it destroyed and tells Michael he's kept his part of the deal. Michael thanks him and they leave. C-Note calls Mahone and offers to turn himself in if Kacee is released and Dede gets medical help. Mahone points out that C-Note's not really in a position to make demands so C-Note offers him something else. Dede lies in a hospital bed and Mahone gives her a teddy bear. He informs C-Note that Kacee's been released and reminds him to hold up his end of the bargain. "I will," C-Note promises. "I'll get you Scofield." Michael, Lincoln and Sara stop at a motel, set up a laptop and prepare to play the voice recording.