No one is happy Will is already at the prison. Faith arrived 15 minutes later. She asks the warden to talk to Miles.

Will knows that setting bombs isn't James's style but that James has connections within the prison. James swears he doesn't recognize the voice on the tape recorder and states both guards and prisoners sell contraband. He thinks Will is looking for a needle in a haystack.

Faith pleads with Miles to talk. When he says the walls are listening, she writes questions in a notebook, and he confirms his attackers are nearby.

Michael and Gina are hovering over Max. They argue over who should drop off his science project, and then when they learn he didn't finish it, they argue over who was supposed to check his homework.

Max erupts, saying their fighting is hurting his head, so Michael takes charge, saying they'll order pizza and work on his project as a family, but Gina still disappears.

Faith explains that five prisoners near Miles can hear stuff. She and Will explain to the warden that James will sniff those prisoners out by hiring a hit, and they'll catch the guy.

James isn't skilled at playing this game, and the second guy, Mackie, gets suspicious. When he starts beating up James, Will thinks that's the guy. The warden thinks they should intervene, but Will seems to enjoy the show. He reluctantly agrees.

Angie is sponsoring a teen named Joey and asking if he's attending his meetings. He got a job as a groundskeeper, and she's proud of him and encourages him to be proud of himself.

Faith and Will are examining Mackie's room when they find a contraband phone. He admits he runs with Flash aka Ron Flashwood, who the warden says killed five people thirty years ago.

The GBI confronts him in the infirmary, and he swears he's innocent and getting released in six months, but Will thinks he led an extortion ring. Another prisoner, Jack, is getting dialysis nearby.

Will demands Ron be sent to solitary while they check his financials to link him to the extortion ring.

After Angie confronts Amanda about sending Will to the prison, Joey calls her high and says his boss, Coleman Walsh, got him high. Amanda overhears and learns that Coleman had eight sexual assault charges filed. She's going with Angie for backup.

The warden, Will, and Faith find Mackie on the ground dead. Will suspects Ron but finds him in his solitary room with a rope around his neck. There's no video of the stabbing, and the warden and Will hurl insults and blame.

Faith returns, stating that Ron was murdered and choked from behind. They realize he was a scapegoat, and the murder weapon is probably stashed in the yard. A syringe falls out when Faith taps a guard's baton against the brick wall.

Michael tells Max that everyone makes mistakes and the importance of fixing them. It's a sweet father and son bonding scene as he helps him make a homemade gun. Max never looked happier.

Angie and Amanda also bond over letting toxic relationships go on the ride to rescue Joey.

The warden, Faith, and Will watch video footage and realize a nurse has a relationship with the other dialysis prisoner, Jack. Will tries to get more intel about him while Faith and the warden check on Jack since Nurse Adina is missing.

The power goes out as a jailbreak is announced. Will is locked in James's cell, so James thinks they should get acquainted.

Amanda was only inside a minute and returns, saying Coleman has a poisonous snake, which is their ticket inside for a warrant.

James tries to insist he loved Lucy and cares about Will, but Will isn't interested. James hears Adina's voice through the vent but won't share unless Will plays his game.

Amanda called for a team to collect the snake while she and Angie rescued Joey. Angie found him scared in the pantry.

James taunts Will, asking about Angie, and then asks if he wants to kill him after what he did to Angie. James keeps dangling information, including Lucy's brother.

Will panics and wants out, and there's another disturbing flashback of his childhood.  James finally admits that Adina will meet Jack, so Will calls Faith.

As he does, the warden goes into cardiac arrest. Faith appeals to a nearby prisoner to help her, and James helps Will open the door.

Will gets to the ambulance bay just as Jack is about to shoot a syringe into Miles. When Faith arrives with the warden on a gurney, Will pushes Miles out of the way. Faith tells the other prisoner to head for the ambulance.

Faith and Will literally crash into each other as Jack drops the syringe. While they're distracted, Jack strangles Will from behind, and the two men struggle until James arrives and knocks him out to save Will.

The warden comes to, and James sticks a syringe in Jack, horrifying Will.

Amanda offered to write Angie of recommendation since she was impressed with how she handled things. As Angie leaves, she runs into Crystal, who her mom abandoned.

Gina returned home and was torn by how Michael handled things. She thought he was trying to be super dad and she was tired of being the understanding one, but he seemed to be making honest amends.

James thinks family is everything and drops the name of Lucy's brother, Antonio Miranda.

Nico is worried about Will. He's lucky to have them and Betty in his life.