Squad cars and a helicopter race to block the entrance to the tunnel. Michael and Lincoln sprint behind Kellerman. The men explode through an access door and continue their run. They jump into Kellerman’s black SUV and he races away.

A trooper on the ground barks orders into walkie-talkie. He hears the faint ringing of a cell phone. The trooper opens an access door and finds Mahone, slumped over on the stairs. He calls for a medivac team, and answers Mahone’s cell.

Agent Kim answers and tells the trooper he’s looking for Mahone. The trooper apologizes, “Sorry to tell you this sir, but your boy has been shot.” Kim knows this means trouble.

Michael, catching his breath, asks Kellerman who he is. “I used to work for the President.” Michael asks why Kellerman is helping them, but before Kellerman can answer, they pull up on a roadblock. Kellerman orders Michael and Lincoln to the floor.

Kellerman rolls down his window and hands his badge to an officer. The officer informs him that, regardless of authority, they have been ordered to search every vehicle through the checkpoint. Kellerman demands to be allowed through or he’ll have all of their jobs. The officer holds his ground, but another officer speaks up, “Just let him go.” Kellerman steps back into the SUV and speeds away.

Michael and Lincoln sit up in the seats when they’re clear of the roadblock. Michael asks Kellerman again, why is he helping them? Kellerman bitterly answers, “The enemy of my enemy is my friend.” Lincoln sits up straight, remembering the moments after his transportation van accident, he knows Kellerman tried to kill him. Lincoln punches Kellerman in the jaw, sending the SUV sliding off the road. Kellerman hits the brakes and pulls the car to the side of the road. Lincoln jumps from the SUV, races to the driver side where he pulls a dazed Kellerman from the ground. Lincoln grabs Kellerman’s gun. Lincoln points the gun at Kellerman’s head and screams, “Give me one good reason why I shouldn’t blow your brains out!” Kellerman offers, “I know where Terrence Steadman is.” Lincoln readjusts his hold on the gun. Kellerman admits that he helped arrange setting up Lincoln and he tells the brothers that he too, is now being targeted just like everyone he helped set up. He slowly pushes Lincoln’s gun aside and warns, “If I wanted you dead, you’d be dead,” as he reveals another gun stashed in the back of his waistband. “You guys can keep running if you want. But if you want to be free, get in the car. This is the last time I’m gonna make the offer.” Kellerman gets back in the SUV. Michael and Lincoln share a look of concern.

Bellick stands among the other inmates in the yard, looking lost. “What’s up, Fish,” shouts Banks, a physically massive inmate standing near the work out equipment. He approaches Bellick and Bellick tries to leave. Banks grabs Bellick’s arm and tells Bellick that he will watch Bellick’s back, all Bellick has to do is bring Banks his desert after the next meal. But Bellick doesn’t want any trouble. Banks hits Bellick across the face, trying to break Bellick. Bellick quietly agrees to bring the desert.