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.

Andy Schillinger arrives to Oz and Vern tries to get Warden Glynn to move Andy in with him. McManus is sued for sexual harassment. Sister Pete has questions after a session with Keller. Miguel gets a directive from Hernandez. Said gets old wounds opened when his sister visits. Ryan scores another victory. Officer Hughes makes a "stunning" move on an inmate and Richie Hanlon's death sentence is overturned.

After getting pummeled by Khan in a boxing match, Kenny discovers his wife's infidelity and arranges a contract. Miguel prepares to meet his victim face to face. McManus' lawsuit starts taking it's toll as he wrestles with settling or going to court. New inmate Kosygin is mysterious at best and Stanislofsky keeps a safe distance. Busmalis gets a surprise in the mail. Hughes presses Glynn for more information about past deeds. Beecher and Andrew form an alliance that angers Schillinger and Poet and Junior get a hot reception.

When Cudney threatens to spill the truth about Cyril's "wins", Ryan solicits Kosygin for help. He then schemes to have Kosygin and Stanislofsky eliminated and finally, tips off the hacks to get Hernandez and Ricardo busted. Busmalis gets a welcome visitor. Sister Pete's questions keep rising after sessions with Keller. Nappa continues working on his new project. Beecher asks Said for lessons in the Islamic faith.

When his plea for an expedited return to solitary goes on deaf ears, Miguel takes matters into his own hands. Glynn finds out who raped his daughter. Hill gets sent to the hole. The boxing finals match ends in tragedy. A hack makes an exit...and an impression .....by leaving a holiday gift for an inmate.