The "Jailbird" is grounded at Lerner, with no sign of the transfer aircraft. Poe warns the other inmates of Cindino's past acts of deceit and betrayal, and thus Grissom orders the others to fuel up the plane and get it ready for takeoff. Poe leaves to find Baby-O a syringe to give him insulin, meeting Larkin and informing him of the situation. The duo discover Cindino planning to escape on a hidden private jet, with Larkin sabotaging it as it takes off. Grissom executes Cindino by igniting the crashed plane's fuel. Meanwhile, Johnny 23, assigned as the sentry in the control tower, spots a National Guard convoy approaching and gives the alarm. The inmates quickly find a cache of fully loaded Remington 870 shotguns and M-16A2 rifles in the plane's cargo hold (originally assigned to guards) and prepare an ambush. As the National Guardsmen arrive, the inmates launch an assault, resulting in a number of casualties between the two groups, but Larkin defends the surviving troops using a bulldozer as a makeshift shield, while the surviving inmates flee back onto the "Jailbird" and take flight.