In addition to the name change to "Oswald State Correctional Facility," more changes abound. Newbies Coyle, Kahn, and Ricardo arrive and partner up with Wangler, Said, and Hernandez respectively. Adebisi's "recovery" prompts a return. Clayton Hughes, son of a past Oz guard who came through the ranks with Glynn, asks Glynn to hire him. Meanwhile new Officer Howell, gets friendly with McManus. A managed health care company takes over Oz's infirmary, to Dr. Nathan's disgust and Alvarez's detriment. Cyril O'Reily still has nightmares about being raped by Schillinger and Ryan schemes on revenge. Said develops an unlikely alliance as he starts a hunger fast in response to McManus rejecting his request for food in his cell during his holy season. Keller confesses his part in setting up Beecher and is immediately taken into protective custody. Beecher gets some oh-so-sweet revenge.

The hack ain't comin' back, and everyone's trying to figure out who did the deed; especially Schillinger and Said. McManus hires a new officer Sean Murphy who's also a friend of Tim's. Despite Glynn's reservations, an inmate boxing program is is created and inmates get psyched for the competition. While closely shaving Hill, Coyle gives the gruesome details of his crime, which include the death of an infant and the discovery of indisputable evidence to his claim. Disgusted, Hill decides Coyle should pay and gives the info to Warden Glynn. Adebisi gets approved to work in the AIDS ward. While Howell and Wittelsey converse about McManus, he appears with bad news for Wittelsey. Meanwhile, Schillinger's son Andy has been arrested and is due to arrive to Oz any day. Keller, stir-crazy from being in protective custody, goes back to Em City with painful results. Alvarez begins deteriorating now that his medication has been eliminated.

With a new day breaking, Officer Howell makes a gruesome discovery. Dr. Nathan takes action against medical official Garvey. Ricardo and Hughes have a brief confrontation that results in a reprimand. Said's attorney brings good news and a special delivery. Richie Hanlon explains to Shirley Bellinger why he's on death row. New prisoner Stanislofsky joins the fold. Each group in Oz prepares their boxer for upcoming matches. Hill returns from testifying against Coyle, and the jury's still out as to whether or not that was the smartest move. Said solicits assistance from Nappa, Schillinger and Guerra. Nappa turns over control to Pancamo after discovering he has a debilitating illness.