Michael, T-Bag, Bellick and Mahone are incarcerated at Sona penitentiary in Panama. Michael is forced to perform in a fight to the death with another inmate. He beats him, but refuses to kill him. Mahone rescues Michael by killing the inmate after the inmate breaks the rules by brandishing a shank. Bellick has become the lowest type of prisoner, and befriends another low prisoner, who is later killed after attempting to escape. Meanwhile, outside prison, the Company wishes Michael to break out another inmate, James Whistler. At first he refuses, until he learns through Lincoln that they have kidnapped L.J and Sara to get him to cooperate.