Adebisi (Adewale Akinnouye-Agbaje) tries to figure out what to do with his new gun. Glynn (Ernie Hudson) ends the lockdown, after warning the prisoners that the racial unrest has to stop. With Khan's death, Arif (Granville Adams) takes leadership of the Muslims, and Said (Eamonn Walker) doesn't oppose him. Cyril (Scott William Winters) is tormented by the ghosts of the men he's killed, so O'Reily (Dean Winters) tries to get Sister Pete (Rita Moreno) to arrange for him and Cyril to meet with Dr. Nathan (Lauren Velez) and her late husband's parents. Dr. Nathan refuses. After another solitary prisoner kills himself, it's decided that the prisoners will have one hour of "recreation" time per day. This turns out to mean trouble for Alvarez (Kirk Acevedo), because another prisoner in solitary wants him dead. Beecher (Lee Tergesen) contacts his father (Edward Herrmann), who agrees to help him try to locate Schillinger's (J.K. Simmons) son, Hank. His efforts to help Schillinger cause friction between Beecher and Keller (Christopher Meloni). Shirley Bellinger (Kathryn Erbe) is sent back to death row after miscarrying, and makes a new friend, Moses (Erik King). Governor Devlin (Zeljko Ivanek) is running for reelection, and may want Glynn to run for lieutenant governor. McManus (Terry Kinney) decides to propose to Diane Wittlesey, but he finds out she's marrying someone else in London. New prisoners arrive in Em City, including Mobay (Lance Reddick), who turns out to have a special relationship with Glynn. Also arriving are Galino (Domenick Lombardozzi), who unwisely gives his cell phone to Stanislofsky (Philip Casnoff), and Guillaume Tarrant (Lothaire Bluteau), who is tormented by Wangler (J.D. Williams) and his crew, until Adebisi thinks of a way to use his gun.

Tarrant killed three inmates, including Pierce, Wangler, and a guard, and critically injured Keller. Glynn (Ernie Hudson) tries to figure out where he got the gun. Adebisi (Adewale Akinnouye-Agbaje) and Arif (Granville Adams) conspire to get rid of McManus (Terry Kinney). Glynn also gets pressure from Devlin's (Zeljko Ivanek) campaign manager to find a scapegoat for the recent troubles at Oz. McManus seals his fate when he sings inappropriate song during the guard's funeral service. Glynn fires him. Beecher (Lee Tergesen) has his father (Edward Herrman) track down Hank Schillinger (Andrew Barchilon) and even has him pay Hank to visit Schillinger (J.K. Simmons). Mobay (Lance Reddick) continues his undercover investigation, trying to get close to Adebisi. But Hill (Harold Perrineau) recognizes Mobay's partner when she visits him, posing as his wife. Said (Eamonn Walker) meets with Tricia Ross (Arija Bareikis) again, and tries to subdue her feelings for her. When Said refuses to wear a prison jumpsuit to testify in the riot lawsuit, Beecher accuses him of wanting to lose the case, and testifies in his place. Cramer (Rob Bogue) learns that a juror in his case bullied the others into convicting him because he's gay, and he turns to Said for help. Shirley Bellinger's (Kathryn Erbe) execution date has been set, but that doesn't stop her from flirting with Moses (Erik King). Dr. Nathan (Lauren Velez) convinces her late husband's parents (Dana Ivey and John McMartin) to participate in Sister Pete's (Rita Moreno) program and meet with Ryan (Dean Winters) and Cyril (Scott William Winters). Ryan finds out that Stanislofsky (Philip Casnoff) has a cell phone, but the Russian outwits him when he tries to get his hands on it. Alvarez (Kirk Acevedo) still has the Latinos trying to kill him, until he finds a way out of the situation.

Alvarez (Kirk Acevedo) and Busmalis (Tom Mardirosian) have escaped from Oz, which causes embarrassment for Glynn (Ernie Hudson). Governor Devlin (Zeljko Ivanek) warns Glynn that if the convicts aren't caught, he can forget about being lieutenant governor. El Cid (Luis Guzman), sick of Adebisi's (Adewale Akinnouye-Agbaje) taunting, tells Glynn that Tarrant got his gun from Adebisi, who got it from Hughes (Seth Gilliam). Glynn confronts Hughes, who quickly confesses and is arrested. A new prisoner, Enrique Morales (David Zayas) arrives in Em City, and Pancamo (Chuck Zito) tells him he can have El Cid's share of the drug trade if he kills him. Morales threatens Rebadow (George Morfogen) to get him to do the murder. Adebisi gets help from Said (Eamonn Walker) in pressuring Glynn to put a black man in charge of Em City. Said learns that the prisoners and family members have won their lawsuit against the prison. He gets another visit from Tricia Ross (Arija Bareikis), who announces that she's moving. Going against the wishes of the other Muslims, he manages to get Cramer (Rob Bogue) a new trial. Mobay (Lance Reddick) is forced to snort heroin to prove that he's not an undercover cop. Shirley Bellinger, on the eve of her execution, (Kathryn Erbe) has an unpleasant meeting with her ex-husband. Stanislofsky (Philip Casnoff) and O'Reily (Dean Winters) each maneuver to get the other killed. O'Reily goes with Cyril (Scott William Winters) to meet Dr. Nathan (Lauren Velez) and her in-laws, and disrupts the meeting by professing his love for Nathan. Schillinger's (J.K. Simmons) learns that it was Beecher (Lee Tergesen) who found Hank (Andrew Barchilon), misinterprets Beecher's motives, and gives Hank "a mission" on the outside.

FBI agent Taylor (Robert John Burke) tells Beecher (Lee Tergesen) he suspects Keller (Christopher Meloni) in the kidnapping of Beecher's kids, but Beecher tells him Schillinger (J.K. Simmons) is involved. Beecher pays a jailed kidnapper, Zabitz (musician David Johansen) to get information for him. Beecher has a meltdown when he gets a horrifying package in the mail. Mobay (Lance Reddick) finds out that the dealers have another test for him. Pancamo (Chuck Zito) beats on him for a while. Still unsatisfied, Adebisi (Adewale Akinnouye-Agbaje) tells the undercover cop he has to kill someone -- anyone he wants. Cardinal Abgott (Love Boat's Gavin MacLeod) visits Oz and talks to Sister Pete (Rita Moreno) about her decision to leave the church. Rebadow (George Morfogen) warns Said (Eamonn Walker) to drop Cramer's (Rob Bogue) case, because he's had a premonition that he's going to be freed. Said and Cramer later learn that the detective in charge of the case tampered with the evidence. Said drops the case, but Cramer is found not guilty and goes free. Glynn (Ernie Hudson) hires Querns (Reg E. Cathey) to run Em City, and gives him a free hand. Querns meets with the dealers, and tells them they can sell whatever they want, as long as there's no violence. McManus (Terry Kinney) returns, and asks for his job back, but Glynn puts him in charge of Unit B. O'Reily (Dean Winters) is still looking for Stanislofsky's (Philip Casnoff) cell phone. Dr. Nathan (Lauren Velez) returns to Oz after being raped and accuses O'Reily of setting it up. He later confesses to Father Mukada (B.D. Wong) that he had nothing to do with it. Busmalis (Tom Mardirosian) returns, and gets the cold shoulder from Rebadow. Shirley Bellinger (Kathryn Erbe) reveals a couple of shocking secrets on her way to the gallows.

A dirty cop, Bruno Goergen (Harry O'Reilly) arrives in Oz, and immediately recognizes Mobay (Lance Reddick). He threatens to blow Mobay's cover if Mobay tells anyone Goergen is a cop. When Goergen's racist comments get him into trouble, and Mobay doesn't help him out, Goergen threatens him again, and Mobay decides to use Hill (Harold Perrineau Jr.) to eliminate the problem. Glynn (Ernie Hudson) is shoots a PSA, and Jonathan Demme (director of Silence of the Lambs) plays the director of the spot. A depressed McManus (Terry Kinney) accuses Murphy (Robert Clohessy) of disloyalty for not quitting when he was fired. Supreme Allah (rapper Lord Jamar), a Five-Percenter, arrives in Em City, and refuses to kowtow to the Muslims. Querns (Reg E. Cathey) removes all the Aryans and bikers from Em City, and makes the leaders of the drug trade trustees. Moses (Erik King) bickers with the redneck Miles (Michael Quill) and gets Dr. Nathan (Lauren Velez) to check on Ginsberg (Charles Busch), who has AIDS. O'Reily (Dean Winters) and Stanislofsky (Philip Casnoff) continue to plot against each other, with O'Reily finally gaining the upper hand. Rebadow (George Morfogen) feels empowered by the murder he's committed, and asks Morales (David Zayas) to let him kill again. Beecher's (Lee Tergesen) son is found dead. Sister Pete (Rita Moreno) won't see the distraught Beecher because she doesn't know how to comfort him. Beecher grows more suspicious of Keller (Christopher Meloni), and the information he gets from Zabitz (David Johansen) exacerbates the situation.

Querns (Reg E. Cathey) transfers more white prisoners out of Em City, and black prisoners take their place. Said (Eamonn Walker) sees Adebisi (Adewale Akinnouye-Agbaje) in his cell, having sex with another prisoner, and complains to Querns about the rampant sex and drug use he's allowing. When Querns is unmoved, Said confronts Arif (Granville Adams) and pushes him to demonstrate his leadership. But Arif doesn't get anywhere with Querns either. Arif is also worried about the influence of Supreme Allah (Lord Jamar) and unsuccessfully tries to convince Adebisi that he's a threat. McManus (Terry Kinney) reconciles with Murphy (Robert Clohessy), who leaves Em City to work with him in Unit B. When Querns responds by replacing all the white guards in Em City with black guards, McManus complains to Glynn (Ernie Hudson), who forces Querns to take on Claire Howell (Kristin Rohde). Ginzburg (Charles Busch) is dying of AIDS, and asks Sister Pete (Rita Moreno) to get his execution date moved up. Mobay (Lance Reddick) can't find out who's supplying drugs to Em City, and, in the throes of his own heroin problem, he almost blows his cover to Hill(Harold Perrineau Jr.). Beecher (Lee Tergesen) finds out that his daughter was returned unharmed, and that Hank was arrested for the kidnapping. He tries to apologize to Keller (Christopher Meloni), who rebuffs him. He gives Beecher's new roommate, Browne (Gano Grills), permission to rape him. Rebadow (George Morfogen), eager to kill again, makes his move on Busmalis (Tom Mardirosian). Stanislofsky (Philip Casnoff), in fear for his life, tells Querns everything about the cell phone. Cyril (Scott William Winters) overdoses on sleeping pills, and O'Reily (Dean Winters) suspects that Dr. Nathan (Lauren Velez) was responsible. When Nathan learns that her rapist has been brutally murdered, she decides to leave Oz.

O'Reily (Dean Winters) gets into it with Schillinger (J.K. Simmons) when the Aryan badmouths the departed Dr. Nathan. O'Reily's comforted by Howell (Kristin Rohde), who grabs him and drags him into the bathroom for some quick oral sex. He uses his sexual relationship with Howell to get her to take care of a problem for him -- namely Stanislovsky (Philip Casnoff). Moses Deyell's (Erik King) death row antagonism toward the racist Mark Miles (Michael Quill) gets more intense. Keller (Christopher Meloni) tells Zabitz (David Johansen) that he's going to kill him for lying to Beecher (Lee Tergesen) about the kidnapping. When Zabitz asks Schillinger (J.K. Simmons) for protection, and threatens to expose him, Schillinger tells Robson (R.E. Rodgers) to off Zabitz. It all proves to be too much for Zabitz. Beecher's anger gets the better of him when he hears that Hank Schillinger (Andrew Barchilon) has been released on a technicality. Beecher pays Pancamo (Chuck Zito) to have Hank killed, but after Beecher meets with his young daughter, he changes his mind. Rebadow (George Morfogen) apologizes to Busmalis (Tom Mardirosian) for trying to kill him, just before being rushed to the hospital with a brain tumor. Adebisi (Adewale Akinnouye-Agbaje) still doesn't trust Mobay (Lance Reddick). Because he's being watched, Mobay arranges to sell drugs to another undercover cop. Hill (Harold Perrineau Jr.) confronts Mobay about murdering Goergen. Arif (Granville Adams) has another run-in with Supreme Allah (Lord Jamar), and this time he turns to Said (Eamonn Walker) for help. More white prisoners, including Pancamo and Morales (David Zayas), are transferred out of Em City by Querns (Reg E. Cathey). Adebisi thinks he's created a sex and drug paradise, but forces are aligning to bring him down. Devlin's (Zeljko Ivanek) gubernatorial campaign is interrupted by a gun-wielding Clayton Hughes (Seth Gilliam).

After the shooting, Devlin (Zeljko Ivanek) decides to continue his campaign, but Glynn (Ernie Hudson) drops out. Hill(Harold Perrineau Jr.) figures out that Mobay (Lance Reddick) is a cop, and he lets him know it. Hill says he's not going to tell anyone, but he knows Mobay is a fraud. Mobay threatens his life and beats him up before having a change of heart and confessing to murder. Sister Pete (Rita Moreno) receives her papers to leave the church, but can't decide whether or not to sign them. Cyril (Scott William Winters) complains to O'Reily (Dean Winters) about his affair with Howell (Kristin Rohde), and threatens to expose them. When O'Reily tries to end it with Howell, she tells him it's not over until she says it is. Rebadow (George Morfogen) comes through surgery, and reconciles with Busmalis (Tom Mardirosian). Busmalis is excited about getting a visit from a busty children's television star. (Hill jokingly mentions the possibility of Jerry Seinfeld visiting Oz; Seinfeld once had an unbilled cameo on the show, and later turned up in the prison on a Saturday Night Live sketch.) Deyell's (Erik King) revenge plot against Miles (Michael Quill) comes to fruition. Schillinger (J.K. Simmons) gets a surprise -- a visit from Hank's pregnant wife. Keller (Christopher Meloni) and O'Reily (Dean Winters), nervous about the racial makeup of Em City, plot against Adebisi (Adewale Akinnouye-Agbaje) and Querns (Reg E. Cathey). Their plan also gives Keller a chance to get revenge against Beecher's (Lee Tergesen) sex partners, and they frame Supreme Allah (Lord Jamar) for murder. Said (Eamon Walker) also has a scheme to expose Adebisi and get rid of Querns, and forms a false alliance with Adebisi. It all ends in a violent confrontation and the death of a major character.

The inmates watch a quiz show called "Up Your Ante" hosted by Gordon Elliot (playing himself), and Beecher (Lee Tergesen) seems to know all the answers. A television crew led by producer Lisa Logan (Ally Sheedy) invades the prison with plans to do a three-part series, featuring star reporter Jack Eldridge (Roger Rees, who would later direct an episode of Oz). O'Reily (Dean Winters) remembers a scathing story Eldridge did on him and Cyril (Scott William Winters) when they were teens, and starts plotting his revenge. The TV crew selects Omar White (Michael Wright) as the prisoner they will follow as he enters Oz. Logan heads straight to Em City and interviews Beecher and Keller (Christopher Meloni) about their relationship with each other and with Schillinger (J.K. Simmons). They both opaquely tell her that they "sing in the choir together." O'Reily is worried about Beecher, because Beecher knows about the murders he and Keller committed. Keller warns O'Reily not to hurt Beecher. Logan talks to Schillinger about the kidnapping of Beecher's children, and he clams up. White ends up bunking with Hill (Harold Perrineau, Jr.), and lets him know that he wants drugs and he hates "faggots." O'Reily later tries to use this information to get White to attack Eldridge, but White's erratic behavior spoils the plot. O'Reily later offers to sell Eldridge information about Adebisi's lifestyle and his death. Eldridge tells him off. Eldridge also interviews Said (Eamon Walker), but no one's talking. McManus (Terry Kinney) takes Logan aside and tells her, off the record, to go after Querns (Reg E. Cathey). Querns, in turn, convinces Glynn (Ernie Hudson) to destroy Adebisi's videotapes. The television story ends in disaster after Eldridge decides to spend the night in a cell with the increasingly unstable Cyril.

McManus (Terry Kinney) institutes some new programs in Em City, including a suspended cage in the middle of the cellblock for unruly prisoners. Alvarez (Kirk Acevedo) is finally captured and returned to solitary. O'Reily (Dean Winters) tells Keller(Christopher Meloni) about his thing with Howell (Kristin Rohde), who still refuses to stop seeing him. Dr. Nathan (Lauren Velez) returns to the prison. She confronts O'Reily, who admits that he murdered the man who raped her. She later confesses to Sister Pete (Rita Moreno) that she actually loves O'Reily. Glynn (Ernie Hudson) hires pretty young Floria Mills (Dena Atlantic) as his assistant. She does a great job, and distracts all the inmates and staff. Busmalis (Tom Mardirosian) impulsively asks Miss Sally's secretary, Norma (Michelle Schumacher), to marry him, and she agrees. Adebisi's old buddy, Tidd (Jacques Smith) tells the Aryans he can get close enough to kill Said (Eamon Walker) for them, but Said won't let him join the Muslims. Disgraced televangelist Jeremiah Cloutier (Luke Perry) arrives in Oz and starts preaching. He actually gets Schillinger (J.K. Simmons) to examine his life. He decides to meet with Beecher (Lee Tergesen) and try to put their ugly past behind them. Ronnie Barlog (Brian Bloom), and old pal of Keller's, arrives in Em City, and Beecher makes sexual advances. Badass Burr Redding (Anthony Chisholm) starts planning a takeover of the drug operations in Em City as soon as he arrives, and makes enemies of Pancamo (Chuck Zito) and Morales (David Zayas) in the process. Redding practically raised Hill(Harold Perrineau, Jr.) after Hill's father died, so they are tight. Under emergency conditions, a group of Chinese refugees are housed at the prison, and one of them, Bian Yixue (Ken Leung), quickly finds himself caught in the middle of a turf war between Morales and Redding.