In Mexico T-Bag pays a stranger to grab his bag of cash. Bellick and Sucre spot him, but he jumps in a cab and gets away. In Chicago Lincoln and Michael are at the docks. Lincoln tries to cheer Michael up: he's depressed that they're on the run again. Michael calls Sara. He tells her they won't be pardoned, but there's room for one more on the ship. She says she's on her way. Sucre distracts Bellick and grabs his gun, but Bellick shows him Maricruz's necklace. He's buried her somewhere. Unless Sucre leads him to the money, she'll suffocate to death. Lincoln and Michael wait on the freighter for Sara, but she notices a car following her. When Michael calls to ask where she is, she lies to protect him, saying she's on board.

After she hangs up, she pulls over and stops. Mahone arrives, and she surrenders. He demands to know where the brothers are, but she's not talking. A frustrated Mahone has her arrested. The brothers see the police cars, and figure out what has happened. Sullens and Agent Wheeler meet with C-Note, and offer him a sentence reduction if he'll testify against Mahone. C-Note isn't interested. Mahone threatened his family, and he won't talk unless he can be free to protect them. Sullens offers him and his family a clean slate in a witness protection program, and C-Note says he'll testify. Mahone begins going over all the clues on his wall, and shows Lang a picture of a rose with the number 617 from Michael's tattoo. Mahone's sure it's Michael's last step of his escape. Bellick and Sucre aren't having any luck tracking T-Bag's cab. Sucre pleads with an employee, and leaves him his cell number in case he learns anything. T-Bag is at a hotel, and he hires a hooker to role-play. During the game she ruins the illusion by demanding payment, and he attacks her. The brothers make it to Panama, where Michael says they need to see someone. Mahone has his people working on the rose picture. They figure out it has something to do with the brothers' mother, Christina Rose. Mahone wants to know where she's buried, and if she has property in Panama. A maid discovers the hooker's dead body, and alerts security. T-Bag's on his way out when he's spotted. He makes a run for it.

Michael is handed an envelope from an older woman he seems to know, who says he's late. Kim calls Mahone, who tells him he believes the brothers are in Panama. Kim's not impressed, and informs Mahone that C-Note's being released. "That's impossible," Mahone objects: "They would need permission from my office." "Good to know you're on top of things," Kim responds. Mahone hangs up, and spies Wheeler's empty desk. Kim meets with his mystery boss, who brings up SONA again and says it's time for a "change in strategy." Wheeler runs into Mahone, who checks him for a wire and accuses him of being a traitor. Wheeler brings up the Shales DNA in Mahone's backyard, and threatens him right back. Sullens hands C-Note his new identity, and promises that Mahone won't be a problem. In Panama Michael can't stand that he's responsible for so many people being hurt, especially with T-Bag still out there killing people. Lincoln thinks Michael's just upset about Sara, but Michael's adamant. They begin to push and shove, and Lincoln finally walks away to avoid an all-out fight: "We've lost so much, man. We can't afford to lose each other." Mahone's about to skip town when Kim shows up to inform him that T-Bag's been spotted in Mexico, but they don't want him dead; they need him. Kim says they're sending him to Panama. Lang calls Mahone, and says Christina Rose is a sailboat. C-Note is released. He and his family walk away, free at last. Sucre gets a call from the tourism employee. He says T-Bag booked a flight to Panama City. T-Bag looks for an English-speaking hooker while he's being followed by one of Kim's men. The brothers are on board a sailboat, the "Christina Rose." Michael checks the "europeangoldfinch" message board. He tells Lincoln that Sucre has sent him a message.

T-Bag's in Panama City, and "Sucre" wants to know if Michael wants to help catch him. Lincoln says they should leave it to the cops. Michael points out that there's no extradition to the US; that's why he chose Panama. Lincoln wants to know if Michael has a plan. He just says he'll "figure something out." Lincoln protests. That's never been Michael's way. He always has a plan. Lincoln suggests they set sail and talk it over, far, far away. Mahone's at the airport waiting for his flight. He receives a message: "I'm in. Let me know when you get here. Michael." Lincoln goes below deck to get some booze. When he returns he finds that Michael has vanished.