Sara is waiting for Michael to answer the phone, but he's staring down the barrel of Mahone's gun. Mahone orders the brothers to turn around, but they refuse. "If you're gonna murder us, Alex, you're gonna have to look us in the eyes while you do it." Mahone just wants his life back. Michael asks him if it's worth killing two innocent men: "Absolutely." Before he can follow through the Border Patrol shows up, and orders him to drop his weapon. Sucre's escape comes to a halt when the pilot informs him, "Border Patrol's on our ass." Sucre's handed a parachute, and told to "Pull the cord and pray." The pilot jumps. Sucre takes a gulp of liquor, crosses himself, and follows suit. Kim and the officials at Fox River watch the news of the brothers' apprehension. In a Kansas bar T-Bag cozies up to a man with a prosthetic hand. The new warden at Fox River promises that Lincoln will be executed, and Michael will spend the rest of his life behind bars. An agent informs Mahone that the Illinois Department of Correction will handle the transfer of the brothers to Fox River. Mahone insists that he ride on the transport vehicle. Michael tells Lincoln that he needs to call Sara, but they won't have access to a phone until they're back in Fox River. Lincoln figures Mahone's going to kill them en route. Mahone gets a call from Kim, who is angry that the brothers are still alive. Mahone protests that they're locked up under armed guard. Kim recites Callie's address as an incentive for Mahone.

T-Bag's now sporting a prosthetic hand, so there's one more victim on his list. He heads into a diner, where he successfully flirts with a redhead named Denise. Bellick's denied bail. Sara leaves a message on Michael's cell phone that ends with, "I need you, please." Mahone tries to get on the transport van, but is denied. Kellerman calls Kim, and offers to help him out. Kim is ordered by a shadowy figure to put the call on speakerphone. Kellerman wants his job back in exchange for his assistance... and he wants direct access to the President. The unseen figure writes "PLAN?" on a paper. Kim asks Kellerman for his plan. He says he's got a guy in the Illinois DOC who'll be in on the transfer. After a satisfying lovemaking session T-Bag sweet-talks Denise, and promises to pick her up after work. Kim brings Mahone up to date on Kellerman's plan. The unseen figure writes "retire" Kellerman. Kim orders Mahone to kill him during the chaos of the brothers' attempted escape. In the transport van Lincoln asks if Michael regrets what he's done: "I don't regret the act, just how it turned out." Bellick, in shackles, is informed by his lawyer that the DA offered a deal: 25 years. If Bellick doesn't take it, he'll be facing the death penalty. He agrees to the deal, but asks to serve his sentence in Illinois so he can be near his mother. Sara hears the news about Michael and Lincoln.

In Albuquerque the transport van heads into a tunnel, and is stopped by a semi that's blocking the end of the tunnel. Several men exit their vehicles to check it out; including the transport guard, who leaves behind his keys. While Mahone watches the van, Michael figures it's a set-up: keys out, door left unlocked. Mahone reports to Kellerman that they aren't taking the bait. Kellerman says he'll take care of it. T-Bag arrives at the post office to pick up Denise. He asks her to look up the forwarding address for his "cousin," because his uncle left her some money. Denise does so, and then spots T-Bag's mug shot on the wall. T-Bag leaves the post office without Denise, adding yet another murder to his name. Bellick's back at Fox River. He tells the guard he figures he'll spend his days playing scrabble. After a year or so he'll be on a work-release program. He knows he'd be a dead man in any other prison since he's an ex-guard, but here he's got his boys to watch his back. The guard says things have changed under the new warden: no more preferential treatment. He's making an example of Bellick and putting him in the General Population. Bellick meets his new cellmate. He realizes the horror his life here will be. Sara enters a bathroom, and takes out a razor blade. In the Mexican desert the pilot is dead, but Sucre has survived the jump. Lincoln convinces Michael to make a run for it. The brothers make it to a maintenance door in the tunnel wall as the police open fire. Mahone goes another way, and tells Kellerman they're heading straight for him. T-Bag approaches a house. His ex- answers the door, and cowers in fear as T-Bag waltzes in: "Don't be frightened, Teddy's home." Michael makes Lincoln promise to find Sara if he doesn't make it. Sara has disguised herself with a short haircut, and empties out her purse. The brothers are boxed in: Kellerman on one side, Mahone on the other. At the moment of truth Kellerman shoots Mahone, and tells the guys: "President Reynolds ruined your life, she ruined my life. You wanna take the bitch down, you just found your inside man, but it's gotta be right now."