- "Listen... don't give up hope. I feel your sadness. I do, but... you got to choose life, you know?"
- —Puck to Jim Gordon
After Gordon is removed from protective custody, he begins to face new threats and dangers inside prison walls. In order to survive, he must rely on a new friend, as well as Bullock and other outside help. Meanwhile, Penguin grows closer to his father, while his step-mother and step-siblings move forward with their own plans for the family.
Several weeks after his confinement to Blackgate Penitentiary, Jim Gordon begins to adapt to the routine life. One day, Warden Carlson Grey informs Jim of his intentions to transfer him from protective custody to F-wing also known as "End of the World". To make matters worse, Carlson informed him there were several criminals there that had been detained by Gordon. The warden then informs him that he was friends with ex-commissioner Gillian Loeb, who gave Gordon his regards.
At Elijah Van Dahl's mansion, the entire family ate dinner, while Charles Van Dahl told stories at the table. Afterward, Elijah told Oswald the story of how he and Grace became a couple, though pointed out that Cobblepot was his only true blood relative. This caused Sasha Van Dahl to grow angry, breaking her wine glass in the process.
At the GCPD, Harvey Bullock contacted Harvey Dent regarding Gordon's situation in F-wing as he asks him to do something like get Gordon transferred to another prison or have him be granted a retrial. He then grew angry at Dent's unheard response and hung up the phone. Bullock then told Ed that Jim wasn't guilty, though Nygma shot back that his fingerprints were on the murder weapon. However, Bullock reiterated once again that Jim was innocent.
Back at the Van Dahl mansion, Elijah told Oswald of his, and his family's history then proceeded to ask about Gertrud Kapelput's life. Oswald then explained that he hadn't always been a good son, and told his father that he had done bad things. However, Elijah pointed out that they were all sinners before Grace brought in his medicine for his heart condition. Outside the room, Grace put mints in the medicine bottle.
At Blackgate, Gordon is informed that he has a visitor by Wilson Bishop. He notes to the guard that a lot of business went on in the prison and asked if the warden got a cut, though Bishop told him they were almost to their destination instead of answering. Elsewhere in the prison, the Warden told prisoner Henry Weaver that he wanted Gordon dead by the end of the week.
Outside, Gordon and Bullock met where Bullock tells Gordon that Harvey Dent is working on getting the case reopened. Gordon finds out that Lee had lost the baby and left town. When Jim returned to the prison stricken with sadness by the news, he is attacked by Henry Weaver in retaliation for his unidentified cousin in the Red Hood Gang being killed by the police until a convict nicknamed Peter "Puck" Davis tries to defend him. Several inmates then proceed to beat them both led by Weaver. However, Bishop arrives to break up the fight and has the guards escort Weaver to the hole, and Jim and Puck are sent to the infirmary.
At the Van Dahl mansion, Oswald wakes up from his sleep after having nightmares of the crimes he committed in the past. Walking into the hallway, he finds his father sleep walking, and helps him back to bed. In his father's room, Elijah explains that he has a hole in his heart that was growing steadily, and Oswald eventually tells his father about his criminal past. To his surprise, his father forgives him, telling him that their lives together started when the two met.
Back at the infirmary after getting stitched up, Gordon tells Puck to stay away from him. However, Puck explains that he couldn't so because two years ago Gordon saved his sister from child snatchers, and Gordon had saved her. He then explained why he was in Blackgate, having got sentenced there after asking a girl out, and then stealing a car because she was too classy to take there on the bus. He then told Gordon that he wasn't going to be like his grandfather who had changed and died in the prison, stating that he wouldn't die there himself. Warden Grey then arrives telling the guards to escort Puck and Gordon to their cells immediately. However, he warns the guards to watch Gordon as he had just lost a child and gloats to Gordon that he knew everything that happened in the prison. That prompted Gordon to tell him that he knew something he didn't, which was the type of man he was.
At the Van Dahl mansion, while Elijah and Oswald played gin together, Grace, Charles, and Sasha came in to tell Elijah of their discovery. She then shows Elijah a newspaper of the Gotham Gazette which headlined "Penguin Busted", much to Oswald's shame. However, Elijah clarified that Oswald had told him of his criminal past, just not how famous he was. Outside the room, Grace tells Sasha that she's their "Plan B". The next morning, Oswald wakes up to Sasha on top of him in his bed and avoids her sexual advances, telling her to restrain herself. Afterward, Sasha walks downstairs to tell her mother and brother that Oswald didn't fall for the bait.
Back at Blackgate, Gordon gets a warning from Officer Bishop that Weaver was being released from the hole. Soon after, Weaver warned Gordon that he was a dead man and then waved towards Puck who he had two fellow inmates beat up while the prison guards held Gordon back.
Elsewhere, Bullock sought out Carmine Falcone for help getting Gordon out of Blackgate.
At the Van Dahl mansion, Elijah fitted a suit for Oswald, though while doing so he had heart complications, causing Oswald to call out Grace for help. She then confronted her children asking them what did they do to Elijah, though they denied doing anything. Afterward, she told them to clean up the mess and call a doctor.
While doing laundry at Blackgate, Officer Bishop told Gordon to go and visit Puck in the infirmary. Although he was reluctant, Gordon eventually went to do so. There, Puck told Gordon not give up on hope, and although he felt his sadness, he had to choose life.
At the Van Dahl mansion, the doctor told Oswald that the hole in Elijah's hurt was even bigger, and there now an infection. As such, the doctor told Oswald that Elijah should get his affairs in order. After everyone left the room, Elijah told Oswald that he had proved doctors wrong many times and that they would have many more years together. However, Elijah told Grace that he'd like to speak to his lawyer, as so many things had changed in the past few weeks.
Later at Blackgate during the screening of a film, Gordon cautiously sits down to the watch the film.
Back at the Van Dahl mansion, Grace informs her children that Elijah wanted to change his will, and decides to poison Cobblepot with a drink to get rid of him.
During the movie, Jim is stabbed several times by an inmate who orders him to play dead. After being declared dead, Bishop along with Bullock helps him escape in an ambulance. However, he returns to Blackgate's medical wing to save Puck, who because of the beating was on the verge of death. However, Jim is confronted by Carlson Grey. Carlson is then knocked unconscious after Bishop appears from behind him and knocks him out. Officer Bishop then has Gordon hit him as well, so he wouldn't be suspected and advises him not to hit him in the mouth as he just got his teeth done.
Later at Van Dahl mansion, Grace brings in a glass container of alcohol, and Elijah confesses that his father also suffered from dark impulses and his eventual suicide. However, he told Oswald to never give in to them, as he was loved and wasn't alone. Elijah then decides to celebrate the occasion with a drink and declares his intention to change his will, leaving Oswald everything. Unfortunately, the poison in the alcohol begins to kill him, and discovering the unexpected accident, signals for Charles to dispose of the drink.
Elsewhere, Bullock, Gordon, and Puck meet with Falcone on a bridge where he gives Jim the decision of leaving the country or he could set him up with a safe place in Gotham. Jim declares that he wants to find Lee, but to do that, he'd need to clear his name. He then asks Puck what he thought he should do. But when he went to check on him in the ambulance, Gordon discovered that he had died. He then walked away from the ambulance, looking towards Gotham.
- Grace Van Dahl is played by Melinda Clarke, a former cast mate of Ben McKenzie when both of them were starring in The O.C..
- Warden Carlson Grey is revealed to be the friend of former commissioner Gillian Loeb.
- Henry Weaver reveals that his cousin was a member of the Red Hood Gang, whom appeared in the episode "Red Hood" back in Season 1. Though Henry didn't state which Red Hood Gang member he is related to.
- This episode marks the only season 2 appearance of John Doman (Carmine Falcone), as well as his first appearance since "All Happy Families Are Alike".
- Peter "Puck" Davies also reveals that Gordon saved his younger sister from child kidnappers, most likely referencing to Season 1's second episode "Selina Kyle".
- A promotional picture from Season 1 was used to depict Penguin on the newspaper.
- This episode features the least amount of actors from the regular cast, with only four appearance: Ben McKenzie (Jim Gordon), Donal Logue (Harvey Bullock), Robin Lord Taylor (Oswald Cobblepot) and Cory Michael Smith (Edward Nygma).