A riot ensues after two men begin to fight over a game of checkers.
Schillinger's recovered from his attack and he says it's made him a changed man. His sons paid him a visit and they are now both hooked on drugs. He wants to make his parole in 3 months so that he have a chance at save them. Beecher and O'Reily become podmates and O'Reily asks him to cover his back if a riot breaks out.
McManus catches Diane giving cigarettes to Ross but he says he will not fire her if she stops. She tells Ross that their contraband days are over, but Ross makes it clear that he decides when it ends.
Said begins to organize the Muslims for the upcoming 'jihad'.
Two inmates begin arguing over a game of checkers and a fight breaks out between them and soon the entire prison goes into instantaneous chaos.
Said organizes the prisoners and O'Reily, Ross, Adebisi and Alvarez join him as the "leaders" of the prison.
All access is shut out and many of the C.O.'s are beaten and taken as hostages including Wittlesey, Hunt and Mukada. In the fray of the riot, Dobbins is badly hurt and Hill guilt-trips Vahue into taking him past the gate so that he can get medical attention.
Beecher is enjoying himself for once, and he's obviously digging being crazy. He tells Schillinger that he knows Vern's trying to stay out of trouble to get paroled, but he wonders aloud what would happen if, every time Vern was up for parole, he somehow got into a fight with his old roomie.
McManus watches his vision for the perfect prison slip through his fingers. He wants to talk to the prisoners before Gov. Devlin sends in the SORT team and turns off their water and electricity. The inmates are hungry so McManus offers to bring them sandwiches. This way, he can also see the hostages. He asks the prisoners to release Mineo and Armstrong who are hurt pretty badly, and Wittlesey in exchange for himself, but Adebisi points out that 3 for 1 is a bad trade. In the end, McManus is traded for Mineo and Armstrong, while Wittlesey remains.
McManus tries to reason with Said, proposing that together, they could build a better prison. Said says that they don't need bigger or better prisons, but justice.
The prison's heroin supply is getting low since no shipment has come in and Adebisi and Wangler are starting to fiend. Fights keep breaking out among the separate groups and Said realizes what we already know it's the beginning of the end. The lights go out, the hostages are lined up and everyone runs for cover as the SORT team bulldozes and teargasses its way through Em City.