Mahone is arrested, putting the whole gang at risk… and putting Mahone right in Wyatt's sights; T-Bag is forced to flee as his charade is discovered; and Gretchen visits her estranged family.

The gang infiltrates a horse race; Scylla cardholder Nathaniel Edison owns the horse "Sparklekid." Roland's wireless device is hidden in the office of the Director of Operations for the track. Michael and Linc cause Sparklekid's gate to stall at the start of the race, motivating an angry Edison to confront the Director in his office. The download of the card completes just as they leave the office to inspect the gate. Mahone retrieves the device… and gets trapped in the office, where is he caught. After punching a officer in an attempt to escape, he is arrested. Michael and Linc call Don to ask him to get Mahone and the device out of police custody, but Don cuts the device short as he discovers somebody in his office working on his computer. The man says he's Brian from the IT department doing a routine spot check, and he has level 2 clearance. Don tells him never to come in his office again.

In an ordinary home in Riverside, California, there's a knock at the door. It's a battered and bloody Gretchen. She’s come home to her sister Rita, and her six-year-old daughter Emily. Gretchen, claiming her car broke down in the middle of the desert and her cell was dead, asks Rita for the sculpture she brought back from Germany. She smashes the sculpture open, revealing cash, a cell phone, a new ID, credit cards, a switchblade, and a pistol. Rita's horrified. She always suspected Gretchen didn't really work for the IRS; now it's confirmed. Gretchen says that from now on, she just works for herself.

Wyatt and Pad Man, AKA General Krantz, examine Don Self's file. Brian, the alleged IT guy, shows up; he couldn't find anything on Don's computer because of a tricky firewall. They still don't know why Don is investigating Pad Man. Don is unable to get Mahone released; but he is able to get Mahone's possessions, so they can retrieve the device. Mahone will be in deep trouble once the LAPD runs his prints. Bellick realizes that when the authorities figure out that Mahone's not in the Supermax he's supposed to be in, they'll figure out that the rest of them aren't there either.

T-Bag inspects the bird book; he's found blueprints for an 8x10 room. After once again fending off a suspicious Andy, he finds an 8x10 anteroom next to his office. Don is confronted in the parking garage by Wyatt, who asks him directly why he's investigating the General. Don won't tell him anything. Wyatt warns him that the General likes his privacy. As Don leaves, Wyatt notices a parking stub on Don's dashboard for the city municipal lot where Don went to try to get Mahone freed.

At the warehouse Don suggests that he can have Mahone assassinated before Wyatt finds him. Michael balks, but it's a choice between Mahone and the safety of the rest of them. Meanwhile, Sgt. Salinas offers to get Mahone out sooner if he confesses who is accomplice was: Salinas says Mahone was spotted talking to somebody about robbing the vault at the racetrack. The next cardholder, Howard Scuderi, works from home. Michael knows his security system can be disabled by a voltage spike. Michael wants to break in, and figure out what to do from there; the others want a plan in advance.

Gretchen prepares to leave her family. Rita's concerned; Gretchen's always been able to flip a switch inside, and shut herself off. She did it when their mother died… and with Emily… and with Rita. Gretchen thaws momentarily as she thanks her sister for everything. She reassures Rita that she's not here to take Emily; if Gretchen was capable of being her mother, she'd have never given Rita custody. Gretchen says goodbye to Emily, and aches as her daughter responds with a disinterested "Bye, Auntie." As T-Bag searches the anteroom for clues, Andy confronts him again. He's found many more inconsistencies in Cole Pfeiffer's sales records, and if T-Bag can't explain himself in the next five minutes, Andy will report him to the authorities for fraud. As Andy returns to his office, T-Bag — watched by Trishanne — gathers his things and flees.

Wyatt arrives at the police station just as Mahone's being transferred for his arraignment. Wyatt asks to know which courthouse. Mahone gets a chance to make a phone call, and calls Michael, telling him that Wyatt's found him. It's all over for him. He won't talk. He makes Michael promise that he'll get Wyatt… and then find his wife, Pam, and tell her that he's dead. After they hang up, Michael processes this for a moment… and then tells the gang there's been a change of plans. Gretchen visits a coroner's office, and claims Whistler's possessions, claming to be his wife. When the orderly questions why she and Whistler have different last names, and asks for more identification, Gretchen kicks him in the head and steals Whistler's effects. Later she finds a message on his cell phone for "Cole Pfeiffer," several days old, telling him that his apartment is ready.

The gang is in front of a transformer box by the courthouse; Michael's hoping to blow the whole grid. Meanwhile, Don, after getting a loving message from his wife, checks the GPS for the gang. They're not where he's expecting them to be. He calls Michael, who says he'll call back when this is finished. In the courthouse Sara, disguised as a lawyer, gets Mahone's file; barely avoiding detection by Wyatt. Mahone spots Sara and Sucre in the room… just as the lights go out. Moments later the lights go back on... and Mahone is gone. Sucre leads Mahone down a stairwell, Wyatt in pursuit. The gang makes it back to the SUV, but they get caught in gridlock. Wyatt, gun in hand, is just 30 feet away. As Mahone and Wyatt lock eyes, Wyatt is cut off by two cops who walk in front of him. As he hides his weapon the gridlock finally clears up, and the SUV speeds away.

Back at the warehouse, Mahone expresses his thanks to everybody for rescuing him. Then he goes outside... and calls Wyatt, trembling with emotion, promising to end this the next time they meet. He hangs up before the call can be traced, and then throws Wyatt's number away. Roland has been watching him, and he retrieves the paper. He uses his computer to identify the phone number, and then throws the paper away again. T-Bag returns to his apartment, and frantically begins to pack. He is cracked on the head and knocked to the ground by a waiting Gretchen. She trains a gun on him, and demands to know who the hell he is.