The show opens with various stock shots of Honolulu: the Waikiki waterfront, a catamaran, an outrigger being paddled by several men and surfers getting wiped out. The scene switches to an overhead view of Oahu State Prison. Inmates on their way to play baseball walk through a metal detector. Three of them -- Frank (David Leegant), Tommy (Bob Doyle) and Toshi (Al Harrington) – then take two pistols and a zip gun out of a barrel which is hidden around a corner. In the shower room, Big Chicken, who we last met in S01E04?, is bathing while singing "Ain't No Big Thing." He greets Swanson, who enters the room. The three men attack Swanson, who fends them off until one pulls a gun on him. Chicken says Charlie tried to buck the system, which can't be allowed. One of the three says "We gotta live by the system in this box. Or we die by it." Chicken says they are going to teach Charlie respect, but Charlie replies, "I'll see you in hell first." Swanson grabs a gun from Frank and shoots him. He takes the guns from Tommy and Toshi. A guard named Glen comes in to investigate, telling Swanson to surrender, but he refuses. Swanson says, "I gotta bust out of here. I've been waiting for this a long time. Either they open that gate, or I'm gonna send them a dead man."
Tommy and Toshi want to escape with Swanson. Removing the bullets from two of the guns he confiscated, Swanson tells them to get more hostages, including Doc Patchett (John Henry Russell). Three guards are brought to the shower room, including Gus (Nephi Hannemann) and Herb (Ted Nobriga, uncredited). Swanson gets the guns back from Tommy and Toshi, and tells them to get back against the wall. He orders another convict, Eddie (John Farias), "You tell Captain Wade I now got six hostages, and I want that gate opened. Either the door swings, or I start sending him bodies."
A siren goes off, alerting the guards that trouble is happening. Soon after this, McGarrett shows up at the prison, where he is met by Danno, who is already there. Captain Wade (R.G. Armstrong), the warden, has taken precautions like locking all the other inmates in their cells, having the riot squad standing by and installing sharpshooters up on the walls. McGarrett tells Danno to set up a room for the press "before they start banging in the gates."
McGarrett talks to Swanson with a bullhorn. He says if they allow the shot man to be taken out and he lives, then Swanson is "off the hook." Swanson says, "No chance. You listen to me, McGarrett. I got you in a box. I'm giving you 15 minutes. Then I'm gonna dump one of these hostages out in that yard with his head blown off."
Using a transparent board in Wade's office, McGarrett and his team try to plot some strategy to free the hostages, none of which will work. In the shower room, Big Chicken tries to intervene, asking for a "summit conference" with Swanson, but he is thrown against the wall. Chicken tells Swanson "I didn't mean to be presumptuous. It's just that the sound of McGarrett's voice grates on my nerves, you know? See ... I hate his living insides. I do, indeed."
With time running out, McGarrett makes Swanson an offer: a trade of himself for the hostages. The reaction of those around McGarrett is quick: "You can't go in there, Swanson will wipe you out." "Big Chicken's waiting." "Toshi and Tommy, they hate your guts." "Good as dead, Boss." Swanson is agreeable, but only if McGarrett comes into the room first; he is not letting the hostages out until then. After some further debate, McGarrett goes into the room, but, predictably, Swanson will not let anyone leave.
McGarrett wonders where Swanson would go if he got out of jail. Swanson replies, "One thing at a time." Chicken starts to hassle McGarrett, but Charlie tells him to shut up. Threatening to kill the guard Herb, Swanson says "I gotta get out or the system gets me. I got nothing to lose now." Chicken says "Why kill Herb? Why not kill McGarrett?" Swanson aims his gun at McGarrett, saying "Yeah, why not?"
Wade talks to the Governor, who is concerned about what is happening. In the shower room, McGarrett tells Swanson he left some orders: "You pull that trigger and you're dead. They hear one shot, one, and they'll come tearing in here and rip you open. So killing me is the same as killing yourself. You want to stay alive, you keep me alive." Swanson gives Chicken the zip gun, even after McGarrett refers to Chicken as a "loser" and a "slimy dope pusher." McGarrett pleads with Swanson to let the Doctor take Frank out, saying "If he lives, you got a chance for parole someday," but this just results in more abuse from Chicken: "Whether Frank lives or dies don't mean nothing to us now. The only thing means anything, is we gotta get out of here. And we will, if we gotta walk on corpses all the way to that gate. So don't you stand there, drowning us with your two-bit morality. And I just gave you all the facts, cop."
Danno has to meet the press, who are grilling him with questions about how the prisoners got hold of guns. Danno tells them, "This is Hawaii State Prison, not Leavenworth. This place is like a sieve. It's like a box with an open lid. Almost anything can get in from the outside. The governor, the legislature, the department of corrections have been screaming about this institution for the last 20 years."
Chicken threatens to kill McGarrett, but Swanson tells him to lay off and calls to the outside that he wants to talk to Danno. McGarrett tells Swanson, "Keeping Frank alive is the only thing that's gonna get you out of here," but Swanson replies, "Frank lives, he's gotta come after me. And in this place, he won't have far to go. Frank controls pills, junk. That's as big as you can get. Gives him lots of muscle, lots of juice. Any one of 30 guys could put a bullet or a knife right through me."
McGarrett tells Swanson if he doesn't like the system, then he should change it. Danno tells Swanson the gate will not be opened, then goes to phone the Governor. McGarrett asks the other inmates what will happen when the guards come charging in. Swanson tells Chicken to shut McGarrett up. Chicken punches McGarrett several times, but Swanson reins him in, saying that McGarrett is no good to them dead.
Swanson and the other prisoners argue, then McGarrett tells him to let the doctor take Frank out of the room. While McGarrett berates Swanson, telling him that he is going to be locked up in the prison for the rest of his life, one of the guards tied up in the doorway steps aside and a sharpshooter outside wings Swanson who rushed over to where the guard is. But McGarrett can't grab Swanson's gun, which falls on the ground, and the situation is back to where it was. Swanson points his gun at McGarrett, saying "You're a dead man," while Chicken screams "Kill him!"
The doctor looks at Charlie, who tells him to "beat it." Chicken continues to scream at McGarrett, who tells Charlie he can turn this standoff into something good because he's "got muscle" to "change the system," by making a list of demands to the state to get a new prison, among other things. Chicken says that McGarrett is "stalling, trying to save his own stinking life," and the authorities will "spit on your demands." Finally listening to reason, Charlie tells the doctor to take Frank out with the help of three of the men. To Chicken's protests, Charlie says, "What I need most is McGarrett. I got him good." When Chicken asks Charlie, "What do you get if they build a new prison?", Charlie tells him "It's a chance to see you in a new box. One you don't own. You and Frank and all his boys."
McGarrett writes down Charlie's recommendations, including:
- Making the kitchen crew live far away from the hospital ward where they are currently, to avoid "an epidemic"
- Have a hobby shop (the old one burned down and was never rebuilt)
- Put the psychos somewhere else than guys who are just "sick"
- Keep the homosexuals away from "kids that are just coming in for their first stretch"
McGarrett hands the list to Danno, who takes it to the newspapers. Chicken continues to taunt McGarrett, saying that when and if the demands are printed in the paper, they can wrap him in the paper "like some wet fish." Chicken makes one last attempt to kill McGarrett, but McGarrett punches him out. Charlie grabs Chicken's zip gun, which has fallen to the floor, but looks like he is going to pass out. McGarrett tells Charlie he's got to "hang on." A special edition of the Honolulu Star-Advertiser is printed and delivered to the prison, where Danno gives it to McGarrett, who shows it to Charlie. It has a large headline: "NEW PRISON A MUST! PRISONERS LIST DEMANDS."
Chicken thinks he is going to have the last word before he is taken away, saying "You better come to Charlie's funeral. Because he ain't gonna be with us long. The doc puts him together ... Frank and the boys are still waiting," but McGarrett tells him, "You're a loser, Chicken. Charlie's gonna walk out of this box someday. You never will."
As the wounded Charlie leaves with McGarrett, he says, "First I gotta do 20 years in the new prison. I'm a real winner." McGarrett asks, "Who told you to be a thief, Charlie?" and Charlie replies, "It's all the fault of my environment." McGarrett says, "Yeah, sure, it is. Sure, it is."