The scene opens with an inmate walking around with a map in his hands. Other inmates see this and gather around him. They ask him if he is lost. The inmate says that he just wanted a little sun. Suddenly a truck breaks through the prison wall and inmates crawl inside the back the guards try to stop them but they are too late and a car that was in the back of the Semi-Truck, drives off and they escape. Later at headquarters, Deputy Wendle, the new head of the U.S.Marshalls, talks to Charlie. He tells him that he likes what they have, but tells that he knows cons that would be better for the job. Charlie tells that change is not a good move. Wendle says that he is not going to let them burn him. The rest of the team arrives and Lloyd tries to tell Wendle a joke, but stops when he finds out that he is the Deputy Director to the Marshalls. He leaves and the team gets down to their next case.
Charlie briefs the team about the five inmates who escaped. The inmates are: Ronald Barnes, Carlos Zepeda, Sandy Clemente, Jun-Tran and Chester Rhodes. The five men each have something that everyone wants. They get to Barnes’s garage, where he held the trucks and cars, the security guard says that they need a warrant. However, Ray tells that it cercumstantial evidence that they get to go inside. Once inside, Lloyd tells that the inmates are no longer in their prison outfits and that they have clothes now. They try to determine how many cars went out and they find out that Barnes had an expensive car that he is probably going to sale so that they can have travel money. Charlie asks where they would go to sell off a car and Shea tells him a location that he would go. They see that there is one pair of clothes that are not taken. There is one guy still inside the prison. Ray has the plan to put Shea into Attica Correctional Facility to get information. He is not happy.
Later, Ray tells that he is being transferred for hitting a guard. Shea tells that he doesn’t like the idea and Ray punches him. He says that he has to look the part. Meanwhile in New Haven, Connecticut, Charlie, Erica and Lloyd go to a mechanic and Charlie tells him that he has been to so many mechanics that he is done. Lloyd tries to tell a Dennis Miller joke, but they don’t get it. Charlie tells that there is a criminal trying to sell an older car. The mechanic says that he is inside. Charlie goes inside and drops the car on top of the man underneath it. Charlie asks the man’s name and he says that it is Carlos Zepeda. They have caught one. Back at the station, Lloyd tells that he is not going to be the one to be replaced and says that Erica is. They quarrel a bit and Lloyd says that he is not going back to prison. Charlie comes out and Lloyd says that he has an idea. Charlie asks what he has in mind. Lloyd goes in the interrogation room and tell Charlie to go out of there. Lloyd sits down with him and says that he can take Carlos out of Attica and that all he has to do is sign the form. He tells that he was supposed to meet Tran with the money that he got from the car. Carlos asks if the deal is legit and Lloyd tells that he is not a U.S. Marshall and that there is no deal.
Meanwhile at Attica, Shea hits the yard and bumps into an old associate, Stucky. Shea asks if he could hook him up with Dock duty. Barnes and Rhodes enter a house and Rhodes knocks one of the members of the house in the head with a sledge hammer. Barnes tells Rhodes that he needs to hammer through the floor of the house to get to the money. Rhodes says that he doesn’t take orders and Barnes says that Rhodes has a better chance at getting through the floor faster than he could. Meanwhile back at Attica, Shea is told that he didn’t get Dock Duty and Stucky’s right hand man hits him and holds him down and Stucky says that he knows that he didn’t assault any guard and that they are going to find out about him. Shea says that he has to go to the infirmary. The rest of the team go to a supermarket and wait for Jun Tran to show up. He does and they chase after him, but he runs into the middle of the street and is hit by a bus. Later, Deputy Director Wendle comes into headquarters and tells that they better play it strait from now on. Lloyd and Erica tell that they can tell Shea to go back because he is already there. Juliana says that Clemente has a private airstrip in Delaware.
They get there and find it locked. Charlie says that one of them has to bunk with Lloyd and the other with Erica. They play paper, rock, scissors and Ray stays with Erica. She asks why they have to get her underwear that is too small. Ray tells her that Juliana gets the clothes. Charlie is stuck with Lloyd who sleeps in the nude. Meanwhile, Shea talks to the other inmates in the hospital wing and one inmate Shea spots as the one that was supposed to go with them on the run. However, he has to leave before Shea could get any information from him. At the house, Barnes and Rhodes get to the money and Rhodes gets up to kill the rest of the family that are now living there. Barnes says that he doesn’t have to do that and Barnes says that he never kills anyone. Rhodes tells him that he kills them by bankrupting them and robbing them of their homes. They next day, Erica spots the car and Charlie and Ray chase after it. However, it is only Clemente. He says that there is no one else there. Back at the station, Ray talks to Clemente and Charlie tells him to do whatever is necessary. Ray goes in and puts a lighter up the nostril of Clemente to get the information. He says that they are going to Florida. However, when Ray gets out, Lloyd tells that it is a ploy and that he is not going to Florida. Ray gets a call from Shea and he tells that he found the guy that bailed out on the breakout. Shea says that they have to get him out because his cover might be blown. Charlie says that they can’t pull him on a might be.
Later, Shea makes a rope in his cell. The next day, Shea goes up to the inmate that hit him. He chokes him and says that he is running Attica now. Shea sees the inmate and says that Barnes was taking pills for motion sickness. He says that Barnes was lying about the plane to Florida and that he was going to go by boat. He cut himself to get out of the breakout. Shea calls Ray up and tells him the details. Meanwhile, Barnes and Rhodes go to a storage facility and get the key to a boat. Barnes pulls a gun on Rhodes and shoots and kills him. Back at headquarters, Juliana finds that Barnes’s friend Gabe Trokey had a boat. They go to the docks and find the boat. However, Barnes is behind them with a gun on Lloyd’s neck. They put the guns down and Ray tells that if Barnes gives them the money, they will let him go. Barnes tells that he will give half now and then the other half on a buoy. He says that he is taking Lloyd for insurance. Charlie walks up to him and Barnes is distracted with the bag for a moment and Ray reaches for a flare gun and shoots Barnes in the leg.
Later at headquarters, Shea says that there are rules and that he never leaves a man hanging. He starts to fight with Charlie and Deputy Wendle comes in. The rest of the team listen in on their conversation. Wendle says that Ray has to go and is an embarrassment to the badge. However, Charlie tells that Ray is the heart of the team and if he takes out Ray, Charlie is going back to his desk. Wendle says that if this blows up, he is going after him too. Charlie escorts him out and the team is quiet and Charlie plays it off as Wendle didn’t cut anyone. Ray goes up to Charlie and thanks him. The episode ends.