Matt has an idea to get out of Dannemora, but Sweat is not interested in taking the risk. Matt begins to help Tilly with an inmate she doesn't get along with in the shop, while Sweat comes to miss the freedoms that come with Matt's protection.

Excited by the possibility of a new life, Tilly tries her best to avoid Lyle, who is planning something special for their anniversary. Sweat makes progress on the escape route, but feels like he's doing all the work. Matt likes the arrangement just fine.