Lechero, T-Bag, and Bellick make a run for it; but Michael holds Whistler and McGrady back. The lights pop back on after just fifteen seconds; this was all part of Michael's plan. Lechero still tries to run for freedom, and is shot in the belly. The trio is forced to show Generals Sojo and Mestas the tunnel. As they're about to re-enter the tunnel via Lechero's room, Michael leads Whistler and McGrady out to No Man's Land... and then freedom. They're soon pursued by Sojo and a group of soldiers. Linc unsuccessfully tries to contact Sucre. When he hangs up he gets a call from a stressed and nervous Alphonso Gallego: McGrady's father. Alphonso will be driving the getaway car. Linc retrieves his car, but runs into the passengers from the bus he hijacked. He is recognized, and the cops begin pursuing him. He quickly ditches them.

As they run Whistler tears his ankle. They and Linc arrive at the beach at the same time. As Linc digs for the scuba gear, Whistler warns that the Company will not let this swap happen: they're all dead once he's in their custody. He suggests he contact them, and say he'll turn himself in once LJ is in Linc's custody. Linc doesn't trust him. They're ready to dive. McGrady is terrified of swimming; Michael says to hold on to him, and they'll share oxygen. Susan calls: they'll meet in Panama in 20 minutes. Whistler suddenly discovers that he's lost the bird book. Too bad: it's time to go. They dive just in time as the soldiers reach the beach. At Sona, Bellick, Lechero, and T-Bag are beaten severely by Menjavar as the guards try to get Michael's location out of them.

The escapees swim to a weather buoy, but Sucre's not there with the boat. He's still handcuffed in the General's office in Sona. The prison is locked down, and he's not going anywhere until this is over. They're stranded in open water in the middle of the ocean. Alphonso finds that the boat Sucre reserved is still docked. Sojo realizes where the escapees must be, and calls the Coast Guard. Elsewhere Susan, with LJ and Sofia tied up, begins to lose patience. Whistler begins to cramp. A boat approaches: it's Alphonso, come to rescue them. He brings them back to land. He has Linc's car, which contains changes of clothes for everyone. Alphonso and McGrady, reunited at last, walk off together. The rest take off in the car.

As T-Bag is lead to the General's office, he sees Whistler's bird book lying under a truck in No Man's Land. He pretends to stumble so he can surreptitiously pocket it. It turns out that Susan has a tracking device, and knows the escapees aren't in Panama City. Sedans give chase. The tracking device is in the stopwatch Susan gave Whistler. They throw it out, and then hole up in the shack Linc rented (which is reinforced). Bullets fly as they hide within. Susan arrives at the shack to find nobody there: there's just a recording of gunshots. The escapees are miles away in Linc's car, where Whistler is again begging them not to turn him over. Michael and Linc won't listen.

General Mestas yells at Rafael to get Sucre out of there. If he's not wanted for murder, the General doesn't want him around. As Sucre is getting his personal effects, T-Bag is taken in to be tortured for Michael's location. T-Bag swears he knows nothing, but sells out Sucre. Sucre denies everything, but the General soon finds out his true identity as one of the Fox River Eight. The escapees reach an abandoned warehouse, where Linc plans on doing the exchange on his own terms. He calls Susan, and lets her know this in no uncertain terms. He tells her to come to the warehouse with LJ in 20 minutes.

Alphonso and McGrady find themselves trapped behind a checkpoint. Their car is sure to be searched, and McGrady arrested. What will they do? At the warehouse Mahone tries to leave. Linc, bent on revenge, draws a gun on him. Mahone says it was Linc's family or his own; what else could he do? Linc's about pull the trigger when Whistler uses this distraction to make a break for it, smashing out a window. Mahone uses that distraction to escape himself. Whistler runs for it; the injured ankle was a ruse. He steals a truck and takes off, leaving Linc and Michael in his dust. There's no Whistler to exchange, and Susan's coming. What are they going to do now?