Jim wakes up in prison and goes through the same routing, day after day, until one day the Warden pulls him out of line. He is being moved from protective custody to the general population.
The Dahls and Penguin are having dinner and ghost stories are being told.
Elijah reveals that Penguin is his only true blood relative.
Bullock is on the phone yelling at Dent for not doing anything to help Jim. Nygma overhears. Bullock calls him over to vent.
Elijah tells Penguin he can't drink because of his health. He shares stuff about his past and asks Penguin about Gertrud. Grace is replacing Elijah's heart meds with peppermint candies.
Jim sees all the corruption happening in the F wing. Bullock visits. He tells Gordon Lee lost the baby. Jim returns to F wing and gets threatened, then beat up by another inmate beats him up. A kid, named Puck, tries to help, but he's beat up too. Both are taken to the infirmary.
Penguin wakes up screaming from nightmares. He goes downstairs to find his father sleepwalking. He takes him back to bed. Penguin tells Elijah about his criminal past. Elijah accepts it.
Puck tells Jim his life story. Warden comes in and has the two removed back to F wing.
Grace and kids come in to parlor where Penguin and Elijah are playing cards to drop the news that Penguin is a notorious criminal. Elijah isn't impressed since he already knows. He says Penguin was too modest in detailing his past.
Later, Sasha tries to seduce Penguin, but is rejected.
The good guard wans Penguin that Weaver, the inmate that beat him up is returning from isolation. A few other prisoners are beating up Puck in the corner. Weaver threatens Jim again. The good guard keeps Jim from interfering.
Bullock asks Falcone for help.
Elijah is making a suit for Penguin when he has an episode. The doctor tells Penguin that Elijah doesn't have long to live. Penguin is upset, but Elijah fluffs off the doctor's words.
The good guard warns Jim about movie night.
Grace and kids plan to poison Penguin.
At movie night, Weaver gets into position to kill Jim, but another prisoner interferes and "kills" Jim instead. The good guard declares him dead and he's taken out in a body bag. Outside, he wakes up. Bullock is there with an ambulance. Jim argues the merits of escaping, then decides to go back into bring Puck with.
The Warden catches him, but the good guard shows up and knocks him out. Jim escapes with Puck.
Elijah is sharing the true story of his past with Penguin. The poisoned sherry is waiting to be drunk. Elijah tells Penguin he is going to change his will, then in celebration drinks the poisoned sherry and dies. Grace is shocked. Charles knocks over the decanter and the poison burns the carpet. Elijah is dead. Penguin screams.
Falcone meets with Jim and Bullock on a bridge outside of Gotham. Jim decides to go back to Gotham to clear his name. Puck dies. Falcone will supply Jim with a hiding place in Gotham.