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TRANSCRIPT:
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ACT 1.

[INT. Cigar Club. Day.]

(Sara walks over to the boxes. Michael waits by the bar. He looks at a pamphlet about the club.)

(As Sara looks at the names on the boxes, the manager appears behind her in the corridor.)

Manager: Uh, Ms. Tancredi. I need to have a word with you.

(Michael pauses, looking at something on the pamphlet. He looks up and sees a squad car go by the window.)

Manager: Ms. Tancredi.

Sara: Of course.

(She walks towards the manager, but then walks off down another corridor.)

Manager: Ms. Tancredi? Ma'am?

(Michael makes as if to take some mixed nuts but instead steals a man's cell phone from the bar top. He walks away quickly.)

Manager: Ms. Tancredi!

(Michael meets her at the corner, making her gasp.)

Michael: It's time to go.

(He steers Sara away, through the kitchen area.)

Manager (o/s): Ma'am? (to others) They're going out back.

(Michael and Sara head out an emergency exit door, setting off an alarm. They land in the delivery area out back where a squad car is just entering. Michael and Sara run out of a side gate.)

Michael: Come on, come on.

(The manager comes out the exit door. Apart from the approaching squad cars, the area is empty.)

[Title Card: Minneapolis, Minnesota. Minneapolis/St. Paul International Airport.]

(A plane comes in to land.)

[INT. Airport. Day.]

(Mahone walks through the terminal, talking on his cell phone.)

Mahone: Pediatrics, please.

[Title Card: Durango, Colorado.]

[INT. Hospital. Day.]

(Cameron Mahone picks up the phone by his bedside.)

Cameron: Hello?

Mahone (v/o): Cameron.

Cameron: Hi Dad.

CUT TO: Mahone: How you doing, big guy?

Cameron (v/o): Good. I'm eating my lunch.

Mahone: Oh, how is it?

Cameron: Pretty disgusting.

Mahone (laughs): Maybe your mom can bring you some dinner from home. Did you see the doctor today?

Cameron: Yeah. He said I could go home this week as long as I stay out of the street.

Mahone: You're a smart young man. You know how to cross the street.

Cameron: Are you mad at me?

Mahone: Listen to me, no one is mad at you. And this wasn't your fault. I'm the one who should've been looking out for you.

Cameron: You weren't even there.

Mahone: But I should have been. (His phone bleeps.) Ah, man. Hey, buddy, listen, I gotta go. But I'll call you back later, okay?

Cameron: Okay, bye. (He hangs up.)

Mahone: Cameron. I love you. Cam? (He clicks a button to answer call waiting.) Yeah. What have we got on Franklin?

Agent Lang: Nothing new since this morning. Another witness from the Minnesota diner robbery gave a positive ID.

Mahone: Good, because I just landed in Minneapolis fifteen minutes ago. Anything else? (He spots a teddy bear in the airport gift shop, with 'Get Well' on its tummy.)

Lang: Yeah. The girl - Dede. Apparently, she's been ill. Some chronic condition.

Mahone: Fax Franklin's mugshot to every hospital in southeastern Minnesota.

Lang: Already done. With any luck, she'll get sick enough to need one and he'll show his face.

Mahone: You don't have kids, do you Lang?

Lang: Nope.

Mahone: Call me when you have something else. (He hangs up and hands the teddy bear to the shop clerk.) I'll take that.

[EXT. Cigar Club. Day.]

(Michael and Sara run back over to the car.)

Michael: We didn't get it.

Kellerman: What?

Michael: And we need to get back in there soon. Once the Company finds out Sara was in there, it won't be long before they start wondering why. Find a spot close to the club and sit tight. We're gonna take the car. We'll be back in a couple of hours.

Lincoln: Where you going?

Michael: Turns out that maybe there's one member of that club who can help us.

Lincoln: Who?

(Michael hands the pamphlet to Lincoln, and he scans the names. He stops at one: Henry Pope.)

Lincoln: Pope?

[EXT. Pope's House. Day.]

(Sara knocks on the door.)

Pope (o/s): Just a minute.

(He opens the door. His smile disappears when he sees Sara.)

Sara: Henry.

Pope: What are you doing here? Aside from jumping bail and evading the authorities?

Sara: There's something that you need to hear. But first, I need to know if you'll listen.

Pope: I can assure you Sara, we've got nothing to discuss.

Sara: Sir, please, I need five minutes. After that, if you want us to, we'll leave.

Pope: Who's us?

(Michael steps round the doorway to stand beside Sara. Pope stares in shock.)

[INT. Pope's House. Day.]

Pope: I don't want any trouble.

Michael: Good. Because that's not why we're here.

Pope: What the hell are you thinking about, waltzing in here? You're a wanted criminal! In case you've forgotten, I dedicated my career, my entire life, to keeping people like you behind bars.

Michael: You're talking about guilty people. My brother is innocent. And we may have the evidence to prove it.

Pope: Well, I don't care. I want you out of here.

Michael: It's in a locked box at the Corona de Oro Club and you're a member.

Pope: Out!

Sara: Henry, please listen.

Pope: Sara, I'm tempted to say you should've known better. But after what you did...

Sara: My father was looking into the Burrows case when he was murdered. This key is the only thing I could recover from his body.

[Title Card: Conecuh County, Alabama.]

(T-Bag is driving Susan's car.)

Susan: Where are we going? (He doesn't answer.) They're hungry. We've been driving all day.

(T-Bag grabs something off the dash and hands it back.)

T-Bag: Chick-o-stick.

Susan: They need real food.

T-Bag: Soon enough, pumpkin. (He brings the car to a stop, staring at a worn down house up ahead.) Alackaday. (He rolls the car to the drive, staring at the graffiti and broken windows.) Miscreants. Defilers. Defacers. Despoilers.

Susan (whispers): What is this?

T-Bag (sadly): My home.

[Title Card: Tecpatan, Mexico. 35 Miles Outside Of Ixtapa.]

[EXT. Road. Day.]

(Sucre's car engine backfires and the car slows to a halt. Sucre tries to restart it but its dead.)

Sucre: Oh, no, no, no. Oh, really, no.

(He gets out of the car, and then hears another car approaching. He flags it down.)

[Transcriber's note: The scene is spoken in Spanish with English subtitles.]

Man: Where are you headed?

Sucre: Airport.

Man: You're in luck.

(Sucre climbs in and the man drives off.)

Sucre: How far is it?

Man: Twenty minutes. Catching a flight?

Sucre: My girl's on the four o'clock flight.

Man (in Spanish): Shouldn't be a problem.

Sucre: Good.

(A radio bleeps in the back. The man picks it up.)

Man: Cadena here.

Woman (on radio): How close are you?

Man: Twenty miles.

Woman (on radio): Roger that.

Sucre: What was that?

Man: I'm airport security. American fugitive's flying in, something like that.

(Sucre puts on his hat and squirms, trying to stay cool.)

[INT. Hospital. Day.]

(C-Note brings his daughter into the lobby and sits her down.)

C-Note: Okay. All right, sweetie, why don't you sit over here, okay? All right. I'm gonna go over there and I'm gonna talk to the lady, all right? So you need anything? (Dede shakes her head.) You sure? (She nods.) Okay. (He approaches the reception desk.)

Woman: Yes?

C-Note: My daughter, Dede, she's really sick. She's had this kidney thing since she was real young. It's mostly on the left side...

Woman: Where is she?

C-Note: She's sitting right there.

Woman: Have you been here before?

C-Note: No, we're from out of town.

Woman: Can I see your insurance card.

C-Note: Um. No, no, I don't have any insurance. After I left the Army, they discontinued my insurance.

Woman: Are you a resident of Hennepin County?

C-Note: Like I said, we're from out of town.

Woman: Do you have a driver's license?

C-Note: Look, I don't have a driver's license or an insurance card or anything like that. But I do know the law. You have to see my little girl.

Woman: I'm gonna go get my supervisor.

C-Note: Good.

[INT. Pope's House. Day.]

Pope: I don't give a rat's ass about you or your brother. I trusted you. I took you under my wing. I treated you like my own son. I believed you. Day after day you lied to me. What kind of a man does that?

Michael: A desperate one.

Pope: Yeah. Well, you two made a big mistake coming here today. You gave me no choice. I'm gonna notify the authorities right now.

(He walks over to his phone. Michael moves forward, reaching into his pocket.)

Michael: I'm sorry. But I can't let you do that. (He points a gun at Henry Pope.)

ACT 2.

[INT. Pope's House. Day.]

Michael: I don't wanna hurt you, Henry.

Pope: Said by the man with the gun.

Michael: If it's the only way to convince you, so be it.

Pope: Well, you're not gonna convince me by doing that.

Michael: I'm not the man you think I am.

Pope: Yeah, well, I have a pretty good idea who you are, Michael.

Michael: If that's true, then you already know I never wanted to be in Fox River. I never wanted to meet you, Henry. I certainly didn't want to ruin your life.

Pope: Yeah? Well, you've done a pretty damn good job.

Sara: You're not saying anything to him I haven't said myself, Henry. I've looked into this. What he's saying to you is absolutely true.

Michael: I just want my brother's life back. I want people to know the truth. I'd give anything for that. I'd lay down my life.

Pope: That's easy for you to say, standing on that side of the gun.

(Michael puts the gun on the counter.)

Michael: What if I'm standing on this side?

[INT. Hospital. Day.]

Supervisor: There are places that can better serve your needs.

C-Note: Look, I know my rights, okay?

Supervisor: This isn't a primary care facility. We provide necessary care in life-threatening situations.

C-Note: I know what this is. Are you gonna wait until she's dead before you give her some help? Is that what you're telling me?

Supervisor: I'm not gonna argue with you, sir. This is a hospital, not a homeless shelter.

C-Note: A what? What did you just sat to me? I can't believe you people. (He walks over to Dede.) Come on. The line is a little bit too long, okay? We'll go somewhere else.

(He and Dede walk outside.)

Dede: Where are we going?

C-Note: We gotta find another doctor, sweetie. (He looks up and sees Mahone in his car screech to a halt.) My God... (He picks up Dede and runs back the other way.) Let's go! (He runs down a corridor, pushing people aside.) Move!

CUT TO: Mahone enters the hospital, after C-Note.

CUT TO: C-Note, running out of another exit door.

C-Note: Hold on baby.

(Mahone follows him out.)

Mahone: Franklin!

(C-Note runs up to an autotrain.)

Train Tannoy: Thank you for riding the Minneapolis autotrain. Please disembark quickly.

C-Note: Move out of the way! (He climbs onto it with Dede.)

Mahone: FBI! Stop! Stop! (He points his gun at C-Note.)

C-Note (holding one hand up): Okay, okay. Okay, okay. All right, look... (Dede clings to him tightly.) One second baby, you gotta get down.

(Dede whimpers and shakes her head.)

C-Note: No, no, no, sweetie, you gotta get down.

Mahone: You gotta let him go, honey.

C-Note: Get down. Get down.

Mahone: Honey, you gotta let him go.

C-Note: Come on.

Dede: No!

Train Tannoy: The doors will be closing momentarily.

C-Note: She's not letting go.

Mahone: Don't make her pay for your mistakes. (He lowers his gun.) You hear me?

(The train doors close.)

[INT. Pope's House. Day.]

(Pope stares at the gun on the counter.)

Pope: I could shoot you right now and not even think twice.

Michael: But you won't. You've spent too much time around prisons to throw your life away like that.

Pope: What the hell are you trying to pull?

Michael: It's simple. That's the key to an innocent man's freedom. Come on, Henry. We both know there's something going on here. Too many people have died. Look me in the eye. Tell me you don't believe there's a cover-up going on right now.

Pope: I've got no moral obligations here, Michael. As far as I know, Lincoln is as guilty as hell.

Michael: Then take a 10-minute drive with me and we'll find out. That's all I ask.

Sara: Henry, you've looked into this before. You've thought about it.

Pope: I have. And I've come to one conclusion. This has nothing to do with me. But I am a man of the law, and right now, I've got a convicted felon standing inside my house.

Michael: Well, maybe there's something I can offer you to make you change your mind.

[INT. T-Bag's Old House. Day.]

(T-Bag opens the door to his old home and looks around at the damage - graffiti, mess and destruction. He ushers the Hollanders inside. He pushes aside an old cabinet and pulls an old thesaurus, damaged from water and covered with cobwebs, out from a hole in the wall. He flips it open and scans the pages, reading the old notes on the pages. He hears the echoes of laughter, and turns to the Hollanders.)

Susan: What do you intend to do with us?

Man's Voice: Dumb grease monkey.

(T-Bag looks over his shoulder.)

*FLASHBACK*

(Young T-Bag sits on the floor looking over his shoulder at his father and two pals lounging on the couch.)

Man 1: You don't deserve minimum wage.

Old Man Bagwell: The hell I don't. Working graveyard.

Man 1: There ain't no man who deserves more pennies on the dollar per hour than they got IQ points in their head.

(Camera pans over the alcoholic drink cans and bottles littering the table in front of them.)

Old Man Bagwell: I ain't stupid.

Man 1: Equal stupid as the rest of you. (He glances first at Young T-Bag, then over at a woman, rocking quietly on the porch.) Seems to run in the genes.

Old Man Bagwell: Teddy. Ten synonyms. (Young T-Bag squirms. His father turns to his pals) Pick a word. Pick a word!

Man 1: Destroy.

Young T-Bag (standing up): Ten synonyms for destroy. Annul. Mutilate. Liquidate. Abrogate. Quell. Ravage. Expunge. Demolish. Extirpate. Extinguish.

Man 2: Woo! You see that?

Old Man Bagwell: Stupid, my pail. My boy's gonna be president.

*END FLASHBACK*

(T-Bag closes the thesaurus and walks through the room, over to his old bedroom door. He peers through and sees himself as a young boy sitting on his bed, his father sitting next to him.)

*FLASHBACK*

Old Man Bagwell: How come you ain't studying?

Young T-Bag: Because I'm tired. Because I feel like a circus freak.

Old Man Bagwell: Well, now, it's in your own best interest. (He places the thesaurus on his son's lap.) Don't you understand that? (He strokes one of Young T-Bag's hands, and puts his other hand on his son's knee, stroking it.) Now you gonna be president someday. You mark my words. (He kisses his son's hand.)

Susan: Theodore. Theodore, do you hear me? What are you gonna do with us?

(T-Bag watches his father stroking his leg as a young boy. Then, Old Man Bagwell gets up and walks over to the door, pushing it closed.)

*END FLASHBACK*

T-Bag (turning to Susan): We're gonna put down some roots.

[EXT. Rooftop. Day.]

(Lincoln and Kellerman stand on a rooftop, looking down at the cigar club.)

Lincoln: You wanted me dead, Paul.

Kellerman: Just following orders.

Lincoln: You sent me to the chair for something I didn't do. All for your president. You were willing to do that.

Kellerman: Just. Following. Orders.

Lincoln: Steadman said you loved her.

Kellerman: Steadman was a deranged man that lived in a locked box. You don't love someone that loves power more than life.

Lincoln: Bitter, huh?

Kellerman: Am I? No offense but you're not capable of understanding the relationship. (Lincoln glares at him.) Okay, any way you look at it, there is no light at the end of this tunnel. One way or another, you and I, we die. Your brother too. Which is a shame, given all he's done for you. I have a sister I haven't talked to in fifteen years. You think she's better off for it?

Lincoln: We'll make it.

Kellerman: What is that, faith?

Lincoln: Yeah, that's faith.

Kellerman: All I see is a black hole. And sooner or later, they're gonna suck each one of us into it. But when they come for me, I'm gonna take as many of them with me as I can.

Lincoln: She must have really broken your heart, Paul.

[INT. Bill Kim's Office. Day.]

News Anchor (on TV): President Reynolds attended a Chicago fundraiser last night, as part of her two-day stop in the Windy City. Reynolds' popularity continues to soar in the Mid-West, with appearances scheduled in Indianapolis, Detroit and Flint, Michigan later in the week. At a democratic fundraiser in Milwaukee...

(Agent Hara knocks on the door and enters.)

Hara: Mr. Kim. Sara Tancredi surfaced in Chicago. She was spotted at the Corona de Oro club about an hour ago.

Kim: Corono de Oro club?

Hara: It's a cigar club. Her father was a member. He kept a private humidor there.

(Kim picks up his phone.)

Kim (on phone): Get me a jet to Chicago.

[INT. Ixtapa Airport. Day.]

[Transcriber's Note: This scene is spoken in Spanish with English subtitles.]

(Sucre walks into the terminal with the airport security guard.)

Sucre: Hey, uh, I gotta split.

Security Guard: Terminal's this way.

Sucre: Yeah, um, gotta hit the bathroom.

Security Guard: There's one in the terminal.

Sucre: Really, man, thanks. Thanks for the ride. (He shakes the man's hand.)

(Sucre disappears into the crowd. Another security guard walks up.)

Security Guard 2: Hey. Got your sidearm? May need it. Here's our guy. (He hands him a wanted poster of Sucre.)

Security Guard: He's here!

ACT 3.

[INT. Ixtapa Airport. Day.]

(Theresa and Maricruz walk through the terminal.)

Theresa: Tell me you're not still thinking he's gonna show. He's let you down so many times. You know that.

Maricruz: Yeah well, maybe it's the baby in me that's telling me that this time, it's gonna be different.

Theresa: I don't mean to burst your bubble but, he's not gonna show.

(Maricruz turns around and sees Sucre running through the people.)

Maricruz: Bubble's not burst!

(Sucre reaches her and kisses her.)

Sucre: I got three words for you.

Maricruz: Yeah?

Sucre: We gotta run! We'll see you, Theresa.

(The airport guards chase after them shouting in Spanish.)

[EXT. Airport. Day.]

(Sucre flags down a taxi and jumps in with Maricruz. He and the driver exchange a few words in Spanish, then the taxi drives off.)

Sucre: I'm so glad you came.

Maricruz: You're crazy.

Sucre: How did they know?

[EXT. Cigar Club. Day.]

(Michael, Sara and Pope pull up in the car outside the club.)

Pope: You're certain? About what's in the box?

Michael: No. But it's all we've got.

Sara: Thank you, Henry.

(Pope gets out the car and walks toward the club. Sara looks at Michael.)

Sara: You sure about this?

Michael: Nope.

Sara: Either way, you still owe me dinner.

Michael: Is that so?

Sara: Yep. First week in Fox River, you promised me if you ever got out of there, you'd take me to dinner.

Michael: Well, maybe after we wrap this up we can stop off and get you a burrito on the way back to Pope's house.

Sara: Scofield, I don't know what you're used to but anything short of a filet mignon is not gonna cut it with me.

Michael: It's a date.

(He puts out his hand and Sara clasps it with hers.)

[EXT. Rooftop. Day.]

(Lincoln watches Pope walk into the club.)

Lincoln: Give me the phone.

(Kellerman hands it over, Lincoln calls Michael.)

CUT TO: Michael (on phone): Hey.

Lincoln (v/o): How'd you pull it off?

Michael: I'll tell you later. Is he in yet?

Lincoln: Yep.

Michael: This shouldn't take more than a couple of minutes. Any longer than that, we'll know we've got trouble.

[INT. Cigar. Club. Day.]

Receptionist: Good afternoon, Mr. Pope. Right this way.

Pope: Thank you.

Manager/Warren: Mr. Pope.

Pope: Hey Warren, how's it going?

Warren: You hear what happened this morning? Sara Tancredi came in.

Pope: Yeah, so I heard. Well, next time, don't let her get away. Thanks.

(He continues on to the hubidors. He locates Frank Tancredi's name and checks his back before unlocking the hubidor. He finds an envelope, and inside, a memory stick.)

[INT. Cigar Club. Day.]

(Pope walks back down the corridor, holding a cigar. He speaks to another member.)

Pope: Excuse me, you mind if I borrow your computer for a moment?

Man: No problem.

Pope: Thanks.

[INT. T-Bag's Old House. Day.]

(T-Bag moves about the place, picking up old bottles and rubbish.)

T-Bag: Pitch in, chillens.

Susan: We can't do this. We can't live here.

T-Bag: Of course, not like this. We gonna clean. We are cleaning. We gonna rebuild!

Susan: You can't do this to them. Look at them!

(T-Bag stops what he's doing and looks at Zack and Gracey, who are cowering in the corner.)

T-Bag: You all mind coming along here for a minute? (They hesitate, then follow him. He grabs Gracey's hand.) Come on, I think we're past me waving that gun around, don't you think? In here now. Come on. (He ushers them into another room then shuts the door on them.)

Susan: What are you doing?

T-Bag: Nothing is gonna happen to them, Susan. (He grabs her hand and sits her down.) Suzie Q. Do you think I'd bring you here, to so sacred a place to me as this, if I meant you ill? Look at me! I am not the animal you think you see before you. I am the laws of karma all come down wrong. Don't you understand?

Susan: I don't.

T-Bag: What I'm trying to say is that...I am the sin of my father.

Susan: Why are you telling me this?

T-Bag: Because I love you. Because I want you to understand me. I am the last in the line of Bagwells. The tail end of a corrupted breed. The earth, thank God, shall see no more of our generations. I cannot procreate, Susan. And yet there's something in that that gives me great hope. No more Bagwells shall roam this planet. Not with that vile blood in their veins. All I wanna do is end that bloodline, extirpate it, and start another. Afresh. A new family!

Susan: Oh, Teddy...

T-Bag: Those children are my salvation. My chance to make this world a better place. I will be good, Susan. I will love them. I will love you. I will take communion, be baptized under a truer light. All I ask, is that you love me back. Just a little. Or learn to do so in time. Can you do that, Susan? (He strokes the side of her face gently.)

Susan: I can't. I can't.

(T-Bag pulls away from her, staring down at her.)

Susan (crying): I'm sorry.

[EXT. T-Bag's Old House. Day.]

(T-Bag sits outside. Behind him, in a tiny basement window, Susan looks out, crying and begging.)

Susan: Teddy, please. Please. Oh, God. Teddy. Teddy, please. Teddy, I'm sorry. I can do it, I can do it...

(T-Bag's eyes fall on a hatchet stuck in a tree stump.)

[EXT - 8th Street Clinic - Day.]

[INT. Clinic. Day.]

(C-Note carries Dede into a cramped and crowded waiting area.)

Dede: Where are we?

C-Note: At the doctor's office, sweetie. (He knocks on the window.) Hello? Hello? I have an emergency in here. Hello? (He walks through until he finds the doctor in his office, smoking a cigarette.) Hello? Hey, you the doctor?

Doctor: You need to wait your turn.

C-Note: No, it is my turn. This is an emergency right here. I need you to look at my daughter, okay? Now, she's not feeling too good. Please. (To Dede) Here, sweetie, hold on. I'm sorry. (He takes money from his pocket.) Hey, look, this is all the money I got, okay? That's $400. Please look at my daughter.

Doctor: What's the matter with her?

C-Note: She has a kidney disease. PKD. Normally we have it under control, but I don't like what I'm right seeing now. She's having stomach hurts, okay, and she's always hot.

Doctor: How's her appetite?

C-Note: It's gone. She's always tired, ain't that right, baby?

Doctor: All right. Hop up here.

C-Note: Thank you. (He puts Dede down on an examination table.) Okay, he just wants to take a good look at you, okay?

Doctor: I may need to run a few tests.

C-Note: Hey, just do what you have to do, man. (to Dede) I'm gonna be right here, okay, baby? Okay.

[EXT. Cigar Club. Day.]

(Michael calls Lincoln on the cell phone.)

Lincoln (v/o): Yeah?

Michael: What's going on now?

Lincoln: He's still in there.

Sara: This is taking too long.

Lincoln: Wait, wait, wait. Here he comes.

(Bill Kim's car drives down the street and stops in front of the cigar club.)

Michael: What's happening?

Lincoln: We got company.

[EXT. Cigar Club. Day.]

Kim (smiling): Hello Henry.

(Camera pans across Lincoln, Kellerman and Michael, as they all stare at Kim in shock.)

 

ACT 4.

[EXT. Cigar Club. Day.]

Kim: Didn't know you were a cigar man.

Pope: Who are you?

Kim: A friend. A colleague, in fact. We're both in law enforcement.

Pope: I'm not anymore.

Kim: That's right. You're, uh...you're retired.

CUT TO: Rooftop. Lincoln looks over at Kellerman.

Lincoln: You know that guy?

Kellerman: Yeah.

(They both set off at a run.)

CUT TO: Kim and Pope.

Kim: Looks like the lifestyle's treating you well. Socializing over Cubans and cognac. (They both chuckle.) But that's not what you were doing, is it? Henry? You don't mind if I ask you to empty your pockets?

Pope: As a matter of fact, I do.

Kim: I'm not gonna play any games, Henry. (Kim's partner gets out of the car.) We both know why you came here today.

(Pope tries to move on but Kim moves with him.)

Pope: I suggest you get out of my way, young man.

Kim (opens his jacket to show his gun): I can't do that.

(Kim's partner opens the passenger side door.)

Kim: Unless you'd like to cause serious trouble for yourself and your family...

CUT TO: Michael. He starts the car's engine.

CUT TO: Kim: ...I advise you to hand over whatever it is you found. Now.

CUT TO: Michael, staring at Pope and Kim.

Sara: Michael...

(Michael moves the car, screeching towards Kim. He pulls up the club curb and hits Kim with the front of the car. Michael backs up.)

Michael: Get in!

(Pope jumps in. Kim, in a heap, draws his weapon and aims for the car. Lincoln and Kellerman charge down on Kim: Lincoln kicks the gun from his hand. Kim's partner aims his gun at Michael, but before he can fire, Kellerman fires his weapon and takes the man down. Lincoln continues to beat up on Kim.)

Michael: Let's go! Linc!

(Lincoln leaves Kim and races for the car, jumping in. Kellerman reaches for the car door, but Sara puts the lock down so he can't get in.)

Kellerman: Sara!

(The car screeches away. Police sirens wail in the distance. Kellerman and Kim, bloody and battered, stare at each other. Then Kellerman runs away.)

[EXT. T-Bag's Old House. Day.]

(Camera pans across the tree stump - the hatchet is gone - and over to the cellar doors. A hand reaches down to open them, revealing Susan and the kids who cling to each other.)

Police Officer: It's okay, it's okay. Easy, easy. It's okay, it's okay. Ma'am, are you all right?

Susan: I don't understand...

Police Officer: We got a call. Someone said there was a hostage situation here.

Susan: No one knew we were here.

[EXT. Roadside. Day.]

(Miles away, T-Bag sits in the car, crying over an open cell phone. He saved the Hollanders, but is devastated that the woman he loves will never love him back.)

[INT. Doctor's Office. Day.]

C-Note (to Dede): Are you okay? Okay. (to the doctor) So what's going on?

Doctor: I'm afraid your daughter shows signs of renal failure. Has she ever had hemodialysis?

C-Note: No. Hemo...? No, no. This has never really gone that far. (The doctor puts on some sterile gloves.) What, are you planning on doing it right here?

Doctor: We're not set up for it. Neither is she. But there is a county dialysis clinic a few blocks away. But we're going to have to place a catheter in her neck so she can be examined. Hold still, sweetie. This'll be a little cold.

C-Note: It's okay, baby.

(C-Note eyes the scary-looking instruments the doctor is getting ready.)

C-Note: Wait, wait, wait, what is that?

Doctor: It's a trocar. It's used for placing the catheter. Lie down, honey. (Dede lays down on the table, the doctor gets ready with the catheter.)

C-Note: Do we really have to go this far?

Doctor: Look. I'm doing the best I can here. But you gotta understand something. Your daughter is sick. Now, this may look like a desperate measure because it is. (to Dede) This is gonna hurt a little bit, sweetie.

C-Note: Stop. Stop! Come on, baby. (He picks Dede up) Come on, baby. I can't do this.

[EXT. Pope's House. Day.]

(Michael pulls up in Pope's driveway. Pope gets out and looks meanfully at Michael.)

Lincoln: What's going on?

Michael: I made a deal with Pope. (He gets out of the car, followed by Lincoln.)

Lincoln: You made a deal with Pope? What kind of deal?

Michael: If he came with us, and if we got what we needed...I said I'd turn myself in.

Lincoln: What?! We don't even know what this thing is! It could be nothing, Michael! (To Sara) You know about this?

Sara: Not until it came out of his mouth.

Michael: It was the only thing I could think of. You two can still finish this. You'll just have to do it without me.

Lincoln: I'm not gonna let you do this, Michael. There's no coming back from this.

Pope: Now, look...

Michael: What's the hold up?

Pope: Your brother's right. I wouldn't count on the courts to show you any leniency in this.

Michael: That doesn't matter. I said I'd hold up my end of the deal.

Pope: You already did. (He holds up the memory stick) I listened to this. You have something here. There are gonna be a lot of people who wish you didn't but you do.

Michael: Listen, Henry...

Pope: I'd go now if I were you. And don't consider this forgiveness. In fact, I'm about 10 seconds away from changing my mind.

Michael: Thank you.

[EXT. Building. Day.]

(C-Note sits with Dede outside a building.)

C-Note: Okay. Here, let's...let's tuck you in, all right? Okay? (He puts her hood up.) Come on, let's go. (He picks her up, but he can hear sirens in the distance.) Listen, let's just sit for a little bit longer, okay? (He starts to cry) We're gonna go in a little bit, okay? You know Daddy loves you with all his heart, right? I love you so much. I'm so sorry. I'm so sorry, baby.

(He looks over and sees a pay phone.)

[INT. FBI Field Office. Day.]

(Agent Lang is on the phone.)

Mahone (v/o): Yeah?

Lang: I got a call for you.

Mahone: I'll call back. I just heard from some clinic up north. They had contact with Franklin half an hour ago.

Lang: I think you'll wanna take this.

Mahone: Put it through.

[INT. Mahone's Car. Day.]

Mahone (on phone): Yeah? Mahone.

CUT TO: C-Note, at the pay phone.

C-Note: Is this the man in charge?

Mahone: Oh, yeah.

C-Note: My name is Benjamin Miles Franklin. And I wanna turn myself in. But I got one condition. My wife, she goes free. My little daughter, she needs her mother.

Mahone: I don't think I need to make a deal with you, Mr. Franklin.

C-Note: What if I got something you need?

[INT. Hospital. Day.]

(Mahone slips the Get Well teddy bear under a sleeping Dede's arm. He walks over to C-Note, who is standing in the doorway.)

Mahone: Your wife was released an hour ago. She'll be here soon.

C-Note: Promise me that she will be okay.

Mahone: Just hold up your end of the deal.

C-Note: I will. I'll get you Scofield.

Mahone: Come on.

(He leads a handcuffed C-Note away.)

[INT. Hotel Room. Day.]

(Sara walks in with a lap top.)

Sara: Here we go. You think it's a conversation?

Michael: One they don't want us to hear. (He puts the memory stick into the laptop.) You ready?

Lincoln: Let's do it.

[An audio file appears and begins to play...]

END CREDITS.

==========================
CAST:
==========================
Dominic Purcell (Lincoln Burrows)
Wentworth Miller (Michael Scofield)
Amaury Nolasco (Fernando Sucre)
Paul Adelstein (Paul Kellerman)
Robert Knepper (Theodore 'T-Bag' Bagwell)
Wade Williams (Brad Bellick) (credit only)
Rockmond Dunbar (Benjamin Miles 'C-Note' Franklin)
Sarah Wayne Callies (Sara Tancredi)
William Fichtner (Alexander Mahone)
Camille Guaty (Maricruz Delgado)
Reggie Lee (Bill Kim)
K.K. Dodds (Susan Hollander)
Barbara Eve Harris (FBI Agent Lang)
Joel Stoffer (Old Man Bagwell)
Stacy Keach (Henry Pope)
Rachel Loera (Theresa Delgado)
Quinn Wermeling (Zack Hollander)
Danielle Campbell (Gracey Hollander)
Helena Klevorn (Dede Franklin)
Zachary Friedman (Cameron Mahone)

FADE TO BLACK

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