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Richard, what's wrong?
Do you realize what time it is?

I know it's really late, Mr. Rickerson,

and I'm sorry to bother you at this hour,

but there's something I absolutely
had to talk to you about right now.

What was that thing, again?

Where's the money, old man?
Where do you keep it?

There isn't any. I don't have it.

We'll see about that.

Sweet!

You honestly think that
I don't know about your stash?

I don't think this guy hears me.
Yeah, here.

Maybe this'll help, huh?

You hear me now?

You thirsty, boss?

Pretty please?
Won't you tell me where it is?

I don't have any money.

I guess we got to let him go, then, huh?

Do it. Do it. Do it!

Yeah, do it. Do it!

I don't know, man.

I'm doing the grass, and it just
looks like blobs of green paint.

What are you in kindergarten?

Teacher tells you to draw
a picture of the sun,

you reach for the yellow crayon?

Don't lie to your own eyes.

See what you see.

I see reds. I see browns.

Damn straight.
Reflections of trees, dead stuff.

A little burnt umber'll fix you right up.

Hey, looking good.

Whoa, whoa, whoa, whoa.

Gene, no peeking
till it's finished, all right? One sec.

Close your eyes.

All right.

All right. Drum roll, please...

and... open.

Oh, my God. It is so beautiful.

Hacksaw's the man, right? Told you.

Plus, it's payment in advance, right?

New hotplates, huh? Let's go juice 'em up.

Go.

Oh, God, it smells like
the devil back here.

Yeah, well,
you won't be complaining

when I invite you around for
pan-seared sirloin.

Should be good with
a nice bottle of red, huh?

But, uh, rules will be rules.

Hey, don't underestimate yourself, Gene.

I knew it, bro. Freedom train's running.

Nobody ever busted out of max
in this place.

Nobody ever had a genius
like me as a partner.

All right, Rembrandt,
so what happens to your plan

if once, just once,
they do a 2:00 a.m. count?

Look, you've been up all night
painting for the last ten years.

When was the last time you saw a screw

between the hours of 11:00 and 5:30?

They're too busy bleeding the weasel
on company time.

Losers.

Well...
If just one of those losers

gets a hair up his ass about protocol,

and that's a year in the hole,
and you can forget about Honor Block.

You ready for general population?

You ready to die in here, huh?

Let's say for one deluded second
that everything works out

the way you say it will,
who's gonna bring in...

Shh, shh, shh. Up. Up.

I mean, Gene,

he'd wake me up every morning with
a glass of orange juice and a rim job

for a portrait of his mother's goldfish.

But this...

he could wind up in the cell next door.

Bro, not Gene.

Well, then who?

Who do you think?

Ashley could feel Kyle
watching her from the veranda,

his eyes like hot beams...

stroking her suntanned skin,

lingering over the pale line
where the strap of her flimsy dress

had slipped off her bare, sweaty shoulder.

She longed to feel his...

Hey, I just got off the phone with Evan
at the garage. Wait'll you hear.

What'd he say?

He said, "I hate to be
the messenger, Lyle,

but I think it's your alternator."

And I was like,
"Oh, please don't tell me that."

And he said,
"I wish I didn't have to, Lyle."

So I go, "Assuming is it the alternator,
how much is that gonna set me back?"

He goes, "It depends."

I say, "It depends on what?" He goes,
"It depends on it's the converter too."

And I'm like, "Okay, give me
the worst-case scenario..."

His footsteps were so silent

that his hot, sweet breath
was on the back of her neck

before she knew he was there.

His powerful arms enveloped her
like limbs of steel...

You want mustard on this?

Only if you think you can "muster" some.

...that she expected him to cry out.

But he only moaned softly in pleasure.

Maybe we can go for
some Chinese in Malone tonight.

Oh, that's a little rough
on the heartburn, honey.

Oh, pineapple spare rib won't kill you.

You'd be surprised.

Good morning, boys!

Hey, Ms. M!

Hey, all that love and no coffee?

I got it hot and ready for you
right here, Ms. M.

Well, thank you, Hacksaw.

So get this. Our buddies over at MTA

want their jackets by guess when...

Yesterday.

Close. The 10th.

You got to be kidding me. There's no way.

Hey, hey, hey. Quit your bitching.

You guys are my A-team. You can handle it.

The husband,
the runty grandkids.

You sure she's up for this?

When a peach is ripe to be plucked,

nothing's gonna keep it
on the branch, right?

I guess we'll find out.

Oh, God save us.

Instructor Sweat.

Instructor Sweat?

Will you please show Inmate LaPorte

the difference between a threaded bobbin
and a hole in the ground?

Hey. You okay?

You're not your usual bubbly self.

I'm all right.

Actually, uh...

could I come talk to you sometime?

Talk to me?

Look, I shouldn't have said anything.
I'm... I'm sorry. I'm sorry.

Officer Connelly, I'm taking Inmate Sweat

to help me carry some bolts of denim
from the storeroom.

What's the problem?
Somebody giving you crap?

No, it's got nothing to do
with anybody here.

It's just I've been
writing my kid, you know,

trying to make a connection.

And his mother just sent me back
a year's worth of mail unopened.

And I know I screwed up. Right?
But I just...

I want to be a dad to my kid.

She says I'm never gonna see him again

'cause I'm never gonna change.
I don't know.

Maybe I am gonna be an asshole forever.

What do you think, Mrs. Mitchell?
You think people can change?

Of course I do.

So...

how'd you end up being with this
person in the first place?

Oh, man, if only I could answer that.

The women I picked...

Well, I guess by the time I found out
what I really wanted, it was too late.

What did you want?

Go on. What did you want?

I want a woman I can really be with...

a woman to really talk to,

someone who would really
listen to me, you know,

the way that you--

Can I get a sip of that?

Of course.

Oh, man.

Mm.

Now, that is a violation of the cruel
and unusual punishment clause right there.

Wow. What I wouldn't give
for a sip of Bustelo right now.

Bu-what-o?

Oh, it's the stuff Puerto Ricans drink.

It's, uh...

It's amazing. Just one smell of that's
like a line of cocaine.

You know, some nights
I just dream of that yellow bag.

Oh, we should get going.

Yeah.

You don't lose heart, okay?

Someday your boy's gonna know
how much his dad loves him.

Some day.

Mrs. Mitchell?

What?

The bolts, hmm?

I mean...

We don't want anybody
getting the wrong idea now, okay?

Lyle.

Hmm?

Well...

We're in this big push,

and, um, the guys
are working their butts off.

And I was thinking maybe
I could bring 'em a treat,

like maybe my Krispy Nut Klusters
or something.

What's the rule on that?
Could I get in trouble?

You bring food to inmates,

they'd hang you by your thumbs.
But you know what?

You're a beautiful person for wanting to.

What do you think
they'd say at Price Whacker

if they knew the Tastee Creme
was $1.69 here

and they're charging $2.09 up there?

I mean, I guess
if you live in Malone, I don't know

maybe it's worth the 20 cents a gallon

that you save shopping
all the way down here.

But I don't know, if you
added up item to item to item,

I don't think you're really
saving any money.

I know I'm happy that we live close
to the SHOP-MART, that's for sure.

Some people say that
Price Whacker has better produce.

So I say, "How do you like them apples?"

Instructor Sweat...

will you, um, check on this
logbook for me, please?

Yeah, um, no, I think we, uh...
I think we needed 12 of those.

You're good.

Oh, man.

Oh, you know what that smell is?

That is a lime floating on a margarita.

That is suntan oil on fresh, young skin.

You thinking Mexico.

Hey, I got friends down there
that can hook us up.

Guys with mad connections.

Plus, I know how to speak the lingo.

All right, all right, hombre.

We're not south of the border yet.

Look, the coffee can get her
slapped on the wrist.

We need to find something
that'll get her canned.

You want to win this,

you got to let me work my magic.

Oh, man. Keep your magic in your pants.

The cause needs your other talents
right now, Picasso.

Well, I gave my husband
some of that coffee,

and he was like,
"What did you put in here, burnt dog?"

I don't know.

Nice, normal guy like that

could be exactly what you need.

Oh, you should've
seen him back in the day.

When I was married to my first husband,
Lyle and me, we, uh, you know...

Whoa. You mean to tell me
you were going with guy number two

while you were still married
to guy number one?

You don't know me at all.

You want to know
how Lyle and me got caught?

If you want to tell me.

Well, we used to work
at this plant together,

this place that made slippers.

And, um, someone saw us, you know,

on the railroad tracks behind the plant.

Wow.

You get any splinters in your back, huh?

Who even noticed?

You are a passionate woman, Mrs. Mitchell.

We better get going
before I need to take a cold shower.

Oh, um, before I forget,

could you do Inmate Matt a favor?

Um, he sent his daughter a painting,

and he can't call her
to see if she got it.

Her husband blocked
all the calls from the prison.

Could you call her for him?
It would mean a lot.

Her name's Susanna. Here's her number.

Matt'll do a painting of your kids
or something as a present or whatever.

Um, Inmate Sweat...

Could you, um...

Could you call me Dave?
I haven't been called Dave in a long time.

Dave, if I got caught calling
an inmate's family member,

I would lose more than just my job.

Yeah, I'm sorry for even suggesting that.

I'm an asshole. Um...

Oh, oh.

What is that?

Uh, it's nothing.

No, don't give me "nothing."

- No, no, really.
- No, you need...

You need to show me
what you're hiding in your logbook.

It's private.

I run a clean shop,

and you need to hand over

what you're hiding in your logbook.
So hand it over, please.

I gave Hacksaw
a carton of cigarettes to draw it for me.

Why?

Look, this is really unfair on you.

I... You know,
you should have me reassigned.

Right away.

I'm... I'm sorry.

And then nothing mattered,

not the $10 billion,
not the yacht in Monte-Carlo,

not the Lamborghini
parked in front of her house,

just the heat of him plunging into her,

sending waves of pleasure
rippling through her

like the feathers of a thousand geese.

Hello?

Uh, is this Susanna?

Good morning, boys.

- Morning, Ms. M.
- Morning, Ms. M.

Check out the neckline.

Yeah, I tend to do that to women.

I just want to say
I'm sorry about yesterday.

I can be packed and out of here in ten.

You get your butt back in that chair
and start making me some uniforms.

Inmate Matt, I need your help
in the storeroom.

Come on, let's go.

All the crap I dished out,
my daughter still tells me she loves me.

That's heartwarming.

You're just jealous
'cause I have a good relationship

with my kid, while you haven't sent
a letter to yours in how many years?

- Ain't family a bitch?
- Yeah.

The score I'm gonna settle with my asswipe
brother when I get out of here...

That's brilliant. Go straight to
where they expect you to.

No, that's later.

First stop is wherever
there's a case of tequila añejo

and a couple of nice señoritas.

So what about you, huh?

I'm gonna walk up the beach
past the last tourist,

and I'm gonna keep going
until I find somewhere

where no one's gonna bother me again.

So let's get there. Make the big ask.
Do it tomorrow.

What, your daddy
never took you fishing, huh?

I mean, you reel in the line too fast,
it breaks, and there goes dinner.

Where's the car keys?
Where's the car keys?

I know I had 'em when I was
playing with you. I got 'em!

All right, I got 'em.

Hey, where'd this great painting
of Toby come from?

Come on, move your butt.

You know, I've never seen you
this excited to get to work before.

Don't want to keep the bus drivers
in Albany waiting for their uniforms.

♪ That first time that I saw a girl
I knew that she changed my whole world ♪

♪ Said she was the one
And Lord, I meant it ♪

♪ Before we had our second date ♪

♪ It was clear love couldn't wait ♪

♪ I'd say a word
And she'd finish up the sentence ♪

♪ She's a dot for every I
The cross to all my Ts ♪

♪ Ain't no doubt that
We were meant to be ♪

♪ Like cornbread and butter
Sweet tea and ice ♪

♪ I was made to be hers
She was made to be mine ♪

♪ A match made in heaven
Like asphalt and rubber ♪

It's beautiful.

You think it's a good
Valentine's Day present?

I think you better have
a wallet full of condoms ready.

Yeah.

Chocolate's a good thing, right?
For a celebration?

You think we're ready?

Happy Valentine's Day, everyone.

May we have a word with you?

Who's been telling lies about me?

It's not relevant.

The reports that we received mention
frequent visits to a storeroom

with a particular inmate and then
returning with nothing in hand,

a disproportionate amount of
time spent at that inmate's desk.

Inmate Sweat is my right hand.

If you expect me to put out the ridiculous
amount of product you've been asking for,

then I need to make
the best use of my workforce.

Joyce...

I'm gonna lodge
a complaint for harassment.

Will you let me finish?

We found no hard evidence that would
confirm inappropriate behavior.

Okay, then what am I doing here?
May I go back to my work?

Yes, but you'll be training
a new instructor.

Boundaries need to be maintained,
and we've reassigned Sweat.

You can't do that to me
and expect me to meet my quotas.

You seem pretty upset.

Is there something we'd find
if we kept digging?

No.

Except people with dirty minds.

May I be excused now?

They treated me like
I was some kind of criminal.

They want you to treat the inmates
like they're numbers,

but that is not the way that
my Tillie does things.

Honey, they cleared you.

Everything's gonna be fine.
Dinner is served.

I don't feel so good.

I think I just drank a little too fast.

Maybe not fast enough.

I mean, a day like you've had, I think
you deserve a stiff one, so to speak.

I think I need to go lie down.

Is that okay, honey?

Yeah, of course it is.

Are you...

Uh, Ms. M?

Could you help me out with this?

Um, does this button look right to you?

Tear it up
the second you read it.

"I lay awake all night
hearing your voice

and feeling the warmth of your smile.

For a while, there was light
in the darkness of this terrible place,

and now that light's been
taken away, and I'm lost again.

Never forget me, Tillie of my heart,

for you will be with me
every moment that I draw breath."

"I wanted to keep your note
close to my heart

but, of course, I tore it up."

"It's not the same without you here."

"It'll never be the same."

"I took a big risk and kept
your note with me all night long.

I could smell you on it.

Please give Matt a photo of you
with one of your beautiful smiles on it

so he can paint a portrait
and I can have you with me all the time."

Take a few pounds off me, okay?

Sweat likes you just the way you are.

And I have another treat.

I hope you like Cuba Libre.

Oh, Ms. M.

To David Sweat...

best friend I ever had, huh?

Damn Aryan Brotherhood's
taken over the woodshop.

I can't get tools to make
stretcher bars anymore.

Hey, you think you could
bring us something?

You name it, it's yours.

Hacksaw blades.

Like your nickname.

Well, yeah.

But... this time I won't be using it to
saw up an old man like a side of beef.

You just need it for stretcher bars?

Well, yeah. You see... you need good,

heavy wood to keep the canvas
taut enough to paint on.

Aren't there metal detectors
between here and A Block?

Oh, yeah. You put it in
some frozen hamburger meat,

you give it to Gene Palmer,
he brings it in.

Well, then why don't you have
Gene Palmer do it?

Well, Gene's not like you.

He doesn't have your sense of adventure.

We'll need about three blades.
They wear out fast.

That's some pretty hard wood.

Don't you get it, Ms. M?

David's gonna be in here
for the rest of his life.

He wants that picture of you to last.

There you go.

"Go to the windows over D Yard
on your break and look down.

It's the only way
I'm gonna get through the day

and tomorrow and the day after that."

♪ Love is gonna set us straight ♪

♪ You can't stop my desire ♪

♪ Got you in my sights ♪

♪ Gonna make you mine ♪

♪ You might me crazy ♪

♪ But I can't be saying no more
Oh, oh, oh ♪

♪ Baby, I'm not crazy
I'm just crazy in love ♪

♪ Baby, I'm not crazy
I'm just crazy in love, oh, oh ♪

♪ I'm just crazy in love ♪

♪ In love, oh, oh ♪

Cover that up, Mitchell.

How you doing, Gus?

You know what I don't understand?

Is how the whole world can get by...

with no brain.

"Dear Tillie of my heart,
bars are cut, canvas stretched,

and all that's missing is that smile.

I'm feeling lonely and down,

but knowing I'll see you in nine
and a half hours is keeping me going."

"I know Lyle cares for me,

so is it bad that I feel like
I want to scream half the time?"

"A person
can only feel what they feel.

You and me, we're cut from the same cloth.
We're both restless souls."

Loser.

"I saw myself in the mirror today

and I thought, 'Why would somebody like
you ever care about somebody like me?'

You sure you aren't batshit crazy?"

"I'm crazy, all right.

I'm crazy for hanging out
with girls all my life

when the whole time
what I really needed was a woman.

My life's been
one wrong turn after another.

At least when the road took me to hell,
you were there.

Matt needs something to hold the photo
on the wall while he's copying it,

could you get us some little magnets?"

"Sometimes I think I see you
out of the corner of my eye..."

"Even though
I know it can't be you.

When I turn and I see that it isn't,
my heart hurts inside me."

"I know that hurt.

When I'm dreaming about feeling
the swell of your breasts

under my hands
and I wake up in this empty bed

in this awful place, I know it bad."

"When I dream about you,

it's the way your shirt gets tight
over the muscles in your arms

when you're working. And your eyes,
I could look into your eyes forever."

Ah.

Why can't I?

'Cause you're out of shape, fat boy.

You'd be too slow if we have to run back.

It's no fair, you having all the fun.

You'll get to have some fun
once I find our way out of here.

Meanwhile, you got a note to deliver.

There's got to be
another way in this.

If she crumbles and she rats on us...

With the tools we need to pull this off?

And then once we're out?

What, you got another candidate, huh?

"My dreams
about you are always the same.

We're on a beach in Mexico,
and I'm making love to you all night long

to the music of the waves
breaking on the shore.

And here's the amazing part...

that doesn't have to be a dream.
We're getting out of here, Tillie.

It's risky as hell, but all I need
to know is that at the other end,

there's you and me in Mexico,
making love under the palms."

Are you out of your minds?

We're out of our cells.
We're all over the tunnels.

You don't understand.
They'll string you up.

Who will?

It won't be the first time
I ever busted out of a place

nobody else has busted out of.

Here... razor wire,

Erie Correctional, '86.

Bullet fire, México, '98.

You can't kill me,
you can't keep me. You in?

You're crazy.

"Tillie of my heart,

I want to spend
the rest of my life with you.

With you, I pray that I'm not
fooling myself that you feel the same way.

If you want the beach
and the palm trees as much as I do,

send me something to see in my dreams,

something secret, something only for me."

Now that one, huh?

- Oh, God.
- Oh, my God. Huh?

Bingo.

She did this?

How much you think we can get
for these bad boys in the yard?

Can't put a price on priceless, hombre.

Tell Juliet,
Romeo's gonna need some more stuff.

"Saw blades."

"Work gloves."

"Head lamps."

Ah, that's it for you, fat boy.

You got to drop three inches, or I'll be
sending you a postcard from Acapulco.

Hey, you wouldn't even get past Mexicali

without my friends down there
or my translating, hijo de puta.

It's three big ones,
and I'm gonna be measuring, all right?

Bro...

We're almost there.

You know what I want to do
when I find a way out of here?

I want to smoke a victory cigarette
just nice and slow.

You don't even like tobacco.

Poor man's champagne.

Last of the joy juice for you.

You know how many carbs that has in it?

Dessert calls to me in my sleep.
How am I gonna do this?

I'll do it with you.

Where you gonna lose the weight from?

You think I don't want to look good
in a bathing suit down there?

I got my eye on
a killer bikini I saw online.

It's turquoise blue.

Oh, just like the water. You'll disappear.

Only one glitch,

my husband loading the kitchen
with deep-fried candy bars

and talking about food half the time.

"You wouldn't believe the chicken-fried
steak I had over at Kazley's.

Best of chicken and the best of steak

all in one super-delicious
blah, blah, blah."

That's no good, Tillie.

Yeah, we got to have you
fitting into that bikini, huh?

So what are we gonna do
about this glitch, huh?

There's one thing you can do.

You can pop him, shank him.

End of glitch.

Oh, you are a dangerous woman.

"Pop"?

Yeah.

Wow.

This woman is crazy, man.

Whoa, whoa, whoa, whoa, whoa.

You need to get some sleep, brother.

Yeah, I'll sleep on the beach.

Ah!

It's perfect, man.

Steam pipe heading straight
through the wall to the power plant.

Hey, you're the man.

You can get through
a lousy pile of bricks.

Oh, sure, if Joyce brings me
in a frickin' wrecking ball and a crane.

So find another pipe.

"So find another pipe."

What are you doing?

Ahh.

You know, if you gained 100 pounds,
you know what you'd be to me?

No, what would I be?

The apple of my eye.

"Dear Dave,
you look so skinny and tired.

Not that I don't like me some lean,
mean man machine,

but I'm going to learn to make

the best cheese and chicken
enchiladas in Mexico

and get some meat back on those bones..."

"The bones that I am going to jump
the first second I get.

I want to ride you like a cowboy.

- I want to feel your--"
- Psst. Hey.

Your days of hotplates
and goulash may be numbered.

Order came down,
tighten protocol in all facilities.

Big inspection coming,
top down, inside out.

Oh, good to know.

Yeah, Pain in my ass.

So how long till you find a way?

Well, don't ask me, man.
Ask the brick walls I got to get through.

It's the base of the wall from 1870.
It's 70 feet thick.

Can't you just go through the pipe?

Oh, sure, yeah, in asbestos body suits.

Only hope is a...

is a cold chisel.

Can you put in an order?

Man, with the security now?

They catch her, she'll crack like
a teacup, and that's it for us.

Look, you've been digging around
down there for six weeks now. All right?

They could inspect any second.

You don't think I kill myself
every morning covering up my tracks.

Yeah, and what if you miss a track, huh?

They don't let you paint in the hole.
I don't paint, I suffocate, I die.

Hey, hey, hermano,

okay, I'm not gonna let that
happen to you. All right?

Will you just trust me, please?

Would you ask her for the gear?

I don't know about a chisel.

They're crawling all over us.

It's skinny.

You can fit it in your sock.

Why don't we wait till things
get back to normal?

They always do, okay?

This one's on you. You were
supposed to be tending the cow.

Relax, Tonto. The cow is still in the pen.

And if things get any tighter, you don't
think she'll go start mooing to hubby?

If she does, it's because
you wouldn't let me do

what I should've done a long time ago.

Okay. Okay.

Maybe you're right. Maybe it's time.

Serious?

Yes, Richard.

You have teacher's permission
to unleash the titan.

Oh, my God.

You can see every little hair
on their faces.

If you weren't in here,
you could get rich off of this.

Yeah, well, that's
the sad story of my life, Ms. M.

All the opportunities I wasted.

You know, um... I've been thinking.

Life is short, you know?

And you got to follow your heart
while you still have a heart to follow.

Don't you think that's true?

- Yes.
- Yeah.

And that's why...

Oh, my God. David Sweat is
the best friend I ever had in my life--

it would kill him.

You got to promise me
you won't tell him, all right?

Why did you do that?

You mean you really never knew?

With all your smarts,
you never picked up on what I was feeling?

Look, I promise,
it'll never happen again, huh?

Now, you might find this shocking.

But when her housewife lips touched mine,

I felt a twinge
of the most exquisite variety.

You're a beast.

The titan... does not discriminate.

I'm delivering
this note to you

because I made a promise to him
that I would.

But honestly,
I wish you would just rip it up.

I wish that there was some hope
that when we got to México,

you would choose me.

And then we could live together
in an old hacienda somewhere.

And I would paint all day, and
you would be there to inspire me.

And at night, we could go out,

and we would dance the mambo in
the sexiest nightclubs in the world.

You got two hearts in your hand.

It's your choice.

Your choice to make.

"I don't know how long
I can keep going without seeing you.

I never sleep.

I'm in the tunnels blazing a trail
to happiness for both of us,

so all my dreams
are waking dreams about you.

We're lying on the beach under
the full moon naked to the sky,

and I was running my hands
slowly up your thigh

feeling every quiver in your body as
I get closer to your honey-sweet..."

Joyce?

Lyle.

Joyce, I was just looking in your purse
to get some antacids, and I found these.

Now, please tell me
you are not bringing this into work.

Of course not.

It's just stuff we needed.

We nee--
We got 16 flashlights in this house

and enough batteries to get us
through a nuclear war.

Honey, I just want to protect you.

Who are these things for?

I just wanted to show the boys

how much I appreciate the hard work
that they're doing

'cause the commissary charges them
an arm and a leg...

Joyce, Joyce, have you
brought them things before?

Have you brought them things before?

A couple of times, that's all.

What, you think we can just

waltz out and find jobs that
pay us 50 grand a year each,

plus benefits, including dental?

I want you to swear.
I want you to swear to me

that this is gonna stop.

Swear to me.

I swear.

Inmate Sweat.

Uh, Mr. Mitchell?

What kind of screws
are you putting to my wife?

Uh, I'm sorry. I'm lost.

If I were you, I would strongly
suggest coming clean.

I haven't seen Mrs. Mitchell
since I left the tailor shop, sir.

Okay, fine. You know what?
I'm just gonna go to the warden.

I'll talk to him.
He'll look into the matter.

- Uh, Mr. Mitchell?
- Yeah?

Mrs. Mitchell would kill me
if I told you this.

- But, uh...
- But what? But what?

You come out with it.

Well, she's bringing stuff in as a trade
for a surprise for you.

Inmate Matt's doing a painting.

He wanted to do it for free,

but she said, "Nope. Every worker
should get paid for their work."

You're te... It's a painting for me?

Yeah, of you and Mrs. Mitchell
at your wedding.

She brought in a picture.
You two make a beautiful couple, sir.

Oh, boy.

Man, I feel like a heel.
I was assuming the worst.

No, no, no. It's no problem at all.

You can count on me. I'll act surprised.

Thank you, sir.

Close the deal. We're in overtime.

You're not mad at me?

For what I did?

Of course not.
You just caught me by surprise.

I'm sorry. I'm sorry.
I know I said it wouldn't happen again.

But I can't help myself.
I can't resist you.

Oh, baby. You want to feel
what you do to me, huh?

Something, huh?

Baby, I want to feel you on me. All right?

Yeah?

It's all right.

Yeah? It's all right.

Oh, that's beautiful, baby.

But like my father always taught me,

ladies first.

How's it going with the wall?

This is David Sweat
we're talking about here.

- How do you think it's going?
- Not fast enough.

They're on my ass about everything,

from the inventory to needles,
you name it.

Shh, shh.

Um, here, better off doubling
the hemline at the zipper like this.

Okay.

- Hey, speaking of zippers...
- Shh!

We can't
keep going back there.

That's why I made you
a special access port.

Go on, try it out.
Right through the pocket.

What?

Act like you're giving me
a piece of candy.

You won't be sorry.

That's just from being next to you.

Harder.

You awake?

Can you believe these cheap bastards
turned off the heat already?

"It's only a matter of days now,
Tillie of my heart,

until I get to show you
what ecstasy really is,

like you've never been shown in
your life, again and again and again

until you can't take anymore.

On Freedom Night,
meet us at the exit point at midnight.

In a few days, we'll know
where that's gonna be.

Show up with batteries for our head lamps,

a shotgun and blade
so we can saw it off, and ammunition.

Even with the heat off,
the pipes are too hot to crawl through,

not as hot as the flames of desire that
burn for you inside me every second,

but hot enough that I need
to cool them down,

or I'm not gonna find my way
back to your arms.

If you send me a fan
and a box of plastic garbage bags,

we'll be that much closer to Mexico."

How far do you think
we'll get the first night?

West Virginia, we're hoping.

Seven-hour drive.

♪ I wish I were in Dixie ♪

♪ Away, away ♪

♪ I wish I were in Dixieland. Away... ♪

You can sing to us the whole way there.

Hey, we still need
a couple more things in here.

Pepper, lots of it.

Dogs hate pepper.

And a transistor radio.

Oh, hey, what about a gun?

Lyle's got a honey
of a Ruger Mark III.

Well, that's kind of a quick
and easy bust in prison.

But, uh, thanks for the thought, huh?

Hey, say that in Spanish.

De nada.

Did I say that right?

Let me show you how right you said it.

She is high as a kite...

on the drug of me.

Well, what happens if she, uh...

If she comes down off that high of you
before she gets us the car and the gear?

Nah.

Not gonna happen.

I own this woman.

Nuh-uh-uh.

One more test before I believe that.

Don't turn around.
I have a surprise for you.

Okay, you can turn around.

I can... I can finally fit into it.

Can you believe it?

Oh, and the radio and enough pepper
to make an elephant sneeze.

Joyce...

It rips me up to say this,
I mean it tears my heart out...

but I don't know if it's a good idea
for you to come with us.

What?

Yeah, you see, I'm starting
to realize that you were right.

There is a glitch in the plan,

a glitch named Lyle.

No, um, he doesn't know anything.

- Oh, yeah?
- No.

What about the way he lit into Sweat, huh?

And the way he keeps giving
the stink-eye ever since?

He's just trying to protect me.

Yeah, well, see that's the problem, see?

Enough time goes by,
the cops they stop looking for you,

but your husband, well,
he'll turn the world upside down,

and he'll shake it till you fall out.

You're overestimating him.

All right.

Let's say he doesn't come
and track you down.

What about those chains
he's got on you, huh?

The invisible ones?

How do we know in a month from now,

you won't say, "Oh, my God, my husband.

How could I have done this?"
You run back home,

the cops, they sink their hooks into you,

and where does that leave me and Sweat?

No! No, I would never! I would never.

Look, maybe someday,

when I'm so old, no one will ever
recognize me again,

I'll come back, and I'll find you.

But for now...

there is only one way out of this.

And you're never gonna take it.

Goodbye, Señora M.

México won't be the same without you.

Wait.

What way are you talking about?

I think you know.

You said it yourself
a long time ago, didn't you?

Huh?

Yeah.

Only, then we were just joking around.

And you see, that's the difference.
For me and Sweat, this is life or death.

For you, it's just a big fun game.

It's not a game.

I'll die if I can't go with you.

Are you saying that you would actually...

And what about your children?

They're grown up now.

They have their own lives.

I deserve to have mine.

How would you do it?

Well...

we could, uh... I don't know.

We could give you some pills
to knock him out.

And then you come and get us,
we go back, and I'd take care of it.

And that way, he for sure won't wake up
while I'm sneaking out.

This is a bigger thing to do
than you think it is...

at least the first time, anyway.

Do you think you can do it?

I want to go away.

It's un-freakin'-believable.

Yeah, right?

The only question is...

Do we actually do it?

He's not the glitch
we have to worry about.

So, once we got the car and the gun,

what do we do about the glitch
we do have to worry about?

I smell hunger for blood.

My cologne of choice.

Look, forget it.

We just tie her up and leave her
where someone can find her in the morning.

That sounds like
a lot of loose ends to me.

Having a body lying around
is the loosest end you can have.

Only if it's all in one piece.

Tonight's the night.

Midnight, corner of Barker and Bouck.

Act like you're stopping the car to make
a call on your cell like a good citizen.

You ready?

How ready?

Yes.

Yes.

Hey, honey!

Yeah?

Know what I feel like doing?

No, what do you feel like doing?

Going for Chinese at that place in Malone.
What do you say?

Uh, well, won't that mess
with your heartburn?

Eh, I'll go easy on the spicy.

Well, I got... I got a bunch of prep
I got to do for tomorrow.

You're the one who always
wants to go there. I mean,

if I were you, I would strike
while I'm in the mood.

Okay, well...

Don't blame me if you get reflux.

All right. I'll go get the keys.

How you living, yo?

Yo, you hungry?

I'm going vegan, man.

Thanks.

It's good.

I'll bring back the bowl.

Ah, don't worry about it.
I'll get it in the morning.

You ever wonder if there ever
really was a General Tso

and what he had to do
with this chicken dish?

Know what I mean?
The crazy names they give things?

Do you think they really sit around
in China playing Chinese checkers?

And what about French fries, right?

I heard that French fries come
from Belgium. But think about it--

English muffins, Canadian bacon,
German measles.

Uh-huh.

And what about...
What about Dutch treat, huh?

I mean, you really believe in
Holland that the guy and the girl

they always split the bill?
There's Italian ice, Polish sausage,

- Greek salad, Russian dres...
- Lyle, could you please...

Now, you tell me,
what is Russian about mayonnaise,

ketchup, and relish?

Don't forget your Irish coffee
and your Swedish meatballs,

Mexican, um...

Mexican, um... What's Mexican?

Nothing's Mexican.

No, something's...
Joyce, something's Mexican.

No, Lyle. Nothing's Mexican.

Joyce, something's Mexican.
I got it right here in the...

In the tip of my brain. Mexican, um... Oh!

Mexican jumping beans.
Here's a question for you,

remember when we were kids,
what did we do?

All we played with was
Mexican jumping beans, right?

So, if I said, "Mexican jumping beans"

to Joe or Ellie or Toby,
would they have the sl...

Lyle, would you please stop?

What's the matter?

I'm sorry.

I'm a little stressed.

Can we just eat up and go home?

I can make you some...

warm milk.

Keep your heartburn away.

Whoa.

Honey,
is everything all right in there?

Um, yeah, I'm fine.
I'm just making you that milk.

Honey, what... What's going on?

Honey, what's the matter?

Ca-- I can't breathe.

Okay, okay. We're gonna go to the ER.
We're gonna go to the ER.

No, it's nothing. I got to fix your milk.

No, we don't need the milk.
No, we don't... We are going to the ER.

That is all the discussion
we're gonna have about it.

I'm sorry, but you'll have to wait
until a bed opens up.

What if she's having a heart attack?

Sir, someone will be with you
as soon as possible.

Please have a seat.

All right, all right. Honey, come with me.
We're gonna go right over here.

Okay, sit down.

I'll do the paperwork.

Watch your head.

On your knees.

Let's go.

What you accomplished...

While plump little Hansel was
getting reach-arounds from Gretel.

Hey, my hat is off to you forever.

I think maybe I should've skipped
a couple more lunches.

Oh, I'll get you through here if I have
to saw you into little pieces.

Hey, hey. You coulda left without me.

You coulda been halfway to Pennsylvania
by now, but you didn't, you came back.

We're like the Marines, brother.

No man left behind.

All right, save it for the outside.

Yeah.

Hang on to this. Okay?

Come on.

It's tight.

Come on, suck it in!

I'm trying.

Come on. Come on.

Why, Richard. I didn't know you cared.

Hallelujah!

Shawshank ain't got nothing on us, man.

Took Andy 20 years, and we did it in ten.

Put your panties on.

Let's go.

Dr. Johnson,
please call the nurse's station.

Last climb.

Maybe she'll be there early, huh?

Panting like a dog in a hot car?

Here, come here. Give it, give it.

Come on, come on.

Move, move!

Hey, scumbag, what are you doing?

Uh, we're just, uh...
We're waiting for a ride, man.

Somebody's picking us up.

Be cool, be cool.

We're just two guys out
waiting for a ride.

They don't even know we're gone yet.

If they take you in, I'll find you, okay?

Maybe the pills didn't work fast enough.

She had to wait for him to pass out.

Maybe he woke up and tried to stop her.

Maybe your titan wasn't titanic enough.

She'll be here.

Yeah, well if not it's Canada.

I don't have any friends in Canada.

They won't mess with us.
They're good people.

Come on, Ms. M.

Faithless bitch.

She'll be here.

Give her my love.

Report.

Inmate Sweat.

Inmate Sweat?

Open up 212.

A massive manhunt is on for

35-year-old David Sweat,
who was sentenced to...

Honey, wake up.
Wake up, you gotta see this.

...was spending 25 to life for beating

a man to death and dismembering...

- Have they caught them yet?
- No.

They're just out there. Two stone cold
killers with nothing to lose.

Both of them guys you worked with.

I work with a lot of guys.

It's clear that they had help.

There's no way.
Tools don't just materialize...

Probably gonna go to Canada.

That's what I would do if I were them.

I imagine when they get caught,
the stories they're gonna have to tell.

Tell?

You don't think I had anything
to do with this, do you?

We found items along the escape route

which had to have been
brought in from outside.

So you can understand why we need
to cover all possible bases.

Did you know both inmates?

No, not well.

I haven't seen Sweat since he got
kicked out of the shop last year.

Kicked out? Why was that?

Getting too close to his supervisor.

What supervisor would that have been?

Huh.
Why would the cops by calling you?

Well, they gotta look into everything.

Yeah.

Okay, here's what we're gonna do.
You get dressed,

and we'll stop at the station
in Malone on the way home.

And then I'll get you home and
you can sleep in your own bed, all right?

It is three days into the manhunt

for the two dangerous killers
who staged a daring

breakout from the New York
Clinton Correctional Facility.

Today the hunt widens across...

Okay, so look. Sun came up there, right?

So that's north, right?

Whoa, whoa, whoa, hold on.

My foot, man.

I gotta air this thing out.

Oh, shit.

I haven't seen Inmate Sweat since...

he left the shop.

But you remained friendly
with Inmate Matt?

Well, you work with people year in,
year out, you're gonna get friendly.

Inmates aren't just numbers to me.

They're human beings.

That's how I got into trouble
with Inmate Sweat to start with.

Being a friend.

Did you ever overhear Matt and Sweat
talking about their plans?

If you were planning
to bust out of prison,

would you be talking where
a staff member could hear you?

Probably not.

Is there anything else?

Because if not... I mean...

May we contact you
if we have more questions?

Any time.

They're gonna get across the border.

It's gonna be okay.

Just act normal. Normal.
Normal, normal, normal.

Maybe she just
couldn't get away. You know?

Maybe if we just called.

Tell her where we are,
then she'd come get us.

The two of them in the back room.

Was that a regular thing?

Uh, yeah, I guess. I mean,
if you call every day "regular."

And this one time, Matt comes out

after he's been in there a while.
He's like, "LaPorte!"

He takes his two fingers
and he trails under my nose.

And says, "You get a whiff of that?"

Oh.

Oh, thank you, God!

Whoo!

Daylight's burning, we gotta move.

No, no, no. Hey, hey.

We got everything
we need right here, brother.

Isn't tomorrow your birthday?

Huh?

Now don't you wanna spend
your birthday in comfort?

All right, but we're not
staying here till your birthday.

Long gone by then, Tonto.

Oh!

And when I say "everything,"

I mean, everything.

How we doing on fabric softener?

Never hurts to stock up.

Yeah.

God forbid we should
go a day with hard fabric.

What?

Lyle...

if the cops think a person did something,

even if it isn't true...

it's better for the person
to go to the cops

before the cops go to them, isn't it?

Tillie, honey, what're you talking about?

What happened? Who did what?

Lyle...

Do you love me no matter what?

Course I do, sweet pea.

Honey, what's going on?

Detective Brown?

Are you having a happy birthday, brother?

Oh, man.

Thirteen years since the last time
I had a birthday

without 30-foot walls around me.

And the scum of the earth telling me
when I can take a dump.

You let me know
if I'm having a happy birthday.

This is the truth now?

The whole truth?

They said

they were gonna kill my husband
if I didn't do stuff for them.

"Do stuff" such as...

bring them hacksaws and firearms
and drive them to Mexico?

I came here.

I didn't have to. I could've ran away.

Mrs. Mitchell.

There have been reports of sexual
contact between you and the inmates.

Never with Sweat.

So with Matt then?

Only because I was so scared.

He took his hand and he grabbed
the back of... my head.

And he made me.

He forced you to perform oral copulation?

You don't know how scared they had me.

If you catch them,

they're gonna say things.
They're gonna say...

They're gonna try and get back at me
for not picking them up.

But it's not true.

Well, then why don't you
tell us what is true?

They wanted to kill my husband.

I was supposed to give him pills
to knock him out and then...

And then after I picked them up,

they were gonna go back and kill him.

I never wanted to do any of it.

It was all them.

So they were gonna kill him

if you didn't help them,

and if you did?

Which was it?

I do... I don't know.

Mrs. Mitchell?

You knew that one of these men shot
and ran over a sheriff's deputy?

Yes.

And that the other
tortured a man to death,

sawed him into pieces,
and threw the pieces in a river?

Yes.

And you gave them the means to escape
from prison into the population?

Everybody says I'm too nice.

Prison employee Joyce Mitchell,

wife and mother, has been arrested
and taken into custody.

Whoa.

We just...

traded places.

Karma's a sweet, beautiful bitch.

Yeah...

She loved you, man.

How many people ever loved you?

Love is about one thing.

Somebody getting what they want
from somebody else.

Yeah? Well, what did Tillie want?

Same thing we did, to get out of prison.

I can't...

Look...

we need to find another...

Another shack.

Rest a couple days.

You actually believe that I didn't bolt

when I could have out of some
Semper Fi brotherhood thing, huh?

I came back

'cause there was only an hour before they
came around for count and blew the alarms.

No head start, no chance.

I needed you for Mexico.

But Canada?

Not so much.

Happy hunting, Kemosabe.

It's now
day 17 of the manhunt

for David Sweat and Richard Matt.

Get 'em. You get 'em.

♪ Happy birthday to me ♪

♪ Happy birthday, dear Richard... ♪

♪ Happy birthday ♪

♪ To me ♪

Spread out!

- There he is!
- Hold it!

Gun!

Drop the weapon!

Drop it! Drop to the ground!

Goodbye, David. Goodbye, Tillie.

I'll save a place for you in the fire.

...from authorities that New York

State Prison escaped inmate Richard Matt

has been shot and apparently
killed by law enforcement.

Twenty days into the manhunt

and the search intensifies
for David Sweat,

who also went missing from the Clinton
Correctional Facility three weeks ago.

Oh, shit.

Hey!

Where you headed? You okay?

Yeah, man, I'm good. Thank you, I'm good.

Hey!

Stop!

Don't shoot me!
Don't shoot, I haven't got a weapon.

- Don't shoot me!
- Stop!

I haven't got a weapon!

Mrs. Mitchell, for the reasons
stated I will proceed as follows.

For promoting contraband
in the first degree...

You are also fined
the maximum fine of $5,000.

For criminal facilitation...

Twenty-three hours per day in your cell.

One hour supervised recreation
at three o'clock, Monday through Saturday,

two o'clock on Sundays.

Meals will be delivered to your cell
at 7:00, noon, and 5:00.

Special dietary requests will be
submitted through your attorney.

Welcome to Five Points Correctional.

Losers.

Hey.

You'll be back to me before you know it.

Two shakes of a leg.
And there's a silver lining.

I finally have time to get to the million
things that I never have time to do.

You know, you're always saying,
"Please fix the screen porch."

What if I get the screen porch done?

Like, wouldn't it be nice to go out there

and not feed half the bugs
in Franklin County?

So I've been thinking,

I'll go get the screen doors.
I'll get all that ready.

And then I'll have it ready to go...