Written by Tom Fontana, Sunil Nayar and Sean Whitesell
Directed by Gloria Muzio
McManus returns from the hospital with an ultimatum for Redding and Morales. Redding tells Hill that he's finished with him after Hill tipped a guard off. Supreme meets with Pancamo and offers to set Hill up to kill Redding. Redding and his new cellmate "The Colonel" develop an delicate alliance. McManus still commits to helping White change, even after White stabbed him. Clayton Hughes, on an emotional rampage, kills Basil. Glynn's secretary discovers him drinking heavily and she decides to drive him home. Sister Pete arranges a phone call between Beecher and Keller after she sees Beecher saddened by Keller's absence. Schillinger meets his new granddaughter but then runs into a new inmate who makes Schillinger question whether or not the baby is really his granddaughter. Said goes to Cloutier and asks him to coerce a confession from Jenkins about Robson's part in the plan to have Tidd murdered. Although it works, Cloutier gets visited by Schillinger and the Aryans and told to stay out of their business.