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Jim and Meg escape just as the rioting women take control of the prison but Steve and Janet are trapped inside. The inmates bicker amongst themselves - Marie stirs everyone up, Margo mouths off and Sandy tries to keep control of the situation. Outside the jail, Erica won't allow the police to storm the building, to Jim's disgust. Steve manages to get to a phone and tell the police they are still inside but he ends up having to hide up in the roof from the prisoners. The women give Erica their list of demands. In hospital, Bea hears of the riot on TV and phones the prison to speak to Erica, but Ted Douglas won't let her. The marauding women finally track down Steve, separated from Janet, in the Governor's office. On Sandy's orders, they pin him to Erica's desk and start to strip him.
The almost-naked Steve is locked up in a cell. Janet finds him, but he tells her to leave him there and find a way out. Bea phones the prison again and gets to speak to Erica this time. She agrees to let Bea talk to the women. Kate is sent out to speak to Bea, with Colleen sent into the prison in her place temporarily as a trade. Lizzie is sent outside with the women's latest list of demands, only to be grabbed by the cops and taken away for her trial. The police prepare to send Jim in, commando-style, through the roof after dark to find Steve and Janet. The women read Janet's file and learn she is an ex-prisoner. They manage to catch Janet, strip her and dress her in an old prisoner's uniform. The police blackout the jail: Jim scales the wall and finds Steve and Janet safe. He radios the police to tell them, but the women stumble upon him. As they give chase, the riot squad lob tear gas into reception and storm the prison.
Sandy tries to seduce Steve, but they are distracted by all the commotion and he overpowers her. He finds Jim and they manage to regain control of the situation. Cops swarm into the prison. When they find Janet, they assume she is an inmate and knock her out. Marie tries to escape dressed as an officer but is caught by Erica. In the aftermath of the riot, Kate lets Sandy know the women think it was a waste of time. Sandy is sent to solitary and security measures are increased. Jim applies for another job. Marie siezes control as Top Dog and takes over Sandy's laundry racket, asking Fitzwater to pay them in drugs rather than money. At Lizzie's trial, Colleen testifies against her but is demolished by the defence. Gordon Humphrey admits he wanted to demolish the house and have the land rezoned, prompting an outburst from Lizzie, who is ultimately acquitted of the arson charges.
Phyllis and Colleen save Sally's life. Colleen urges Peter to come and see her. They are reunited and he agrees to say in court that he provoked her. Errol worries Kerry will tell someone he is the father of her baby. Benny and Lou set Chrissie up to be killed by Neil. Sally is freed by the court. Chrissie comes face to face with Neil but is rescued in the nick of time by Paddy and Andy, who are busy trying to have a moment of passion. Kerry returns to the halfway house and tells Maxine she wants an abortion. Judy and Maxine realise Errol is the baby's father. Joan pressures Barbara to get her file, prompting Barbara to call Phillip and ask him to do something for her to get Joan off her back. Joan demands Margo put a stop to the concert. Judy urges Kerry to tell her mother the truth. Joan's house is broken into after dark. When she returns home, she finds her dog dead in the back yard. Maxine blurts out the truth about Errol raping Kerry to Cookie.
Kerry decides to have the baby and put it up for adoption. Cookie and Kerry walk out on Errol and go to live with Cookie's sister. Margo muscles in on a Woodridge inmate's escape attempt. The Woodridge Governor catches Paddy and Andy in a private liaison and orders Paddy be taken off the concert project. Phillip gets Joan's papers from the thug who broke into her house and finds Joan's diaries among the haul: he visits Barbara and hands the diaries over to her. A furious Joan arrives at work and takes her anger out on Barbara. Joan tells Meg about the burglary and the death of her dog. Bea is laid off from work. The escape bid goes wrong when Lizzie gets in the way and tries to stop Margo - Joan arrives and knocks her roughly to the ground. Geoff begs Joan not to sound the alarm and ruin the concert, but she does it anyway. Lizzie is found lying unconscious on the floor.
Margo's escape attempt is thwarted when she is stopped by armed guards. The concert is halted and cancelled by Erica and Ted Douglas. Lizzie is rushed to hospital. Margo is brought back to Wentworth and put into solitary. The doctor tells Meg that Lizzie has severe internal bruising from the fall. Barbara hides Joan's diaries in a filing cabinet in Erica's office. Andy's sister Kathy comes to visit Paddy. Bea blames Margo for what happened to Lizzie. Joan realises that Barbara has her diaries and accuses her of killing her dog. Bea tries to find work and makes a phone call about a hairdressing job. Tony agrees to let Maxine move in with him, to ease the overcrowding at the halfway house. The hairdressing salon call Wentworth to ask Erica for a reference, but the call is intercepted by Joan, who informs them of Bea's murder convictions and reads her record out to them.
Tony tells Maxine he isn't interested in her in a romantic way. Meg realises Joan has sabotaged Bea's job application, which Joan admits to the Governor at a staff meeting, and later to Bea as well. Joan steals papers from Erica's office and plants them in Barbara's cell, which Colleen finds. Bea is suspicious Joan took so much trouble to frame Barbara and wants to know what she has on her. On the night shift, Joan lurks about causing trouble. She threatens Barbara and ends up performing a body search on Paddy to get a note slipped to her by Andy Hudson's sister. Margo and Chrissie plan to attack the Freak. After the incident with Joan, Paddy agrees to take part. They black out the lights on the solitary staircase and get Mouse to lure Joan there, where she is attacked by five baseball-bat-wielding women wearing masks.
Joan fights back and manages to get away from her attackers. Bea worries that she will be blamed for the attack and lose her parole. Maxine is annoyed by Melissa's presence at the halfway house. Joan needles Bea, eager to get her to blow her chances of parole. Paddy stops her when she eventually snaps and tries to hit her; Joan vows to charge her anyway, but Colleen makes it clear she won't support her. Sara Hamilton, a young woman on a drugs charge, arrives at the halfway house. Tony suspects her boyfriend, Alan, is also her supplier. Erica offers to place Bea in isolation to keep her out of Joan's way. Melissa tells Maxine she's trying to get Tony to leave the halfway house and go to Sydney to live with her. As Bea goes to isolation, Paddy promises to tell her of any change in Lizzie's condition. Later that night, a note is slipped under the gate leading to isolation which reads ""Bea - Lizzie Dead - Paddy"".
Joan fools the women into thinking that Lizzie is dead and they stage a protest, even Bea joins in from isolation. Her parole board hearing is postponed. Colleen tells the inmates that Lizzie is not dead after all. Bea realises the note was a fake and Joan was behind it. Tony gets drunk and falls into bed with Maxine after Melissa walks out on him. Barbara is sent to isolation after Chrissie and Margo rough her up to find out what she has on the Freak. Bea faces the parole board. Sara and Alan fight with his father when he turns up at the halfway house. Barbara tells Bea she has Joan's diaries. Alan suggests to Sara they take an overdose. A gang of inmates, led by Chrissie and Margo, trash Barbara's cell. Judy finds Alan and Sara unconscious. The parole board tell Bea they are impressed but want her to keep out of trouble until they review her case again in six months.
Her chance of parole gone, Bea plots to get back at Joan. At the halfway house, Alan is dead but Sara has survived. Bea gets Barbara to tell Joan the diaries are hidden in isolation. Chrissie starts a fire in the library to distract the screws. Unknown to everyone, Margo chucks a molotov cocktail into a store cupboard full of turps. Bea attacks Joan in isolation as Wentworth burns beneath them. Barbara tries to get her diaries from Erica's office but is overcome by smoke. Paddy climbs through the air conditioning to get out. Mouse is engulfed in a ball of flame when the turps explode. Erica runs back in to the burning building to open the locked security gates. Joan and Bea are trapped on opposite sides of a security gate - and Bea has the keys. Bea refuses to unlock the gate, saying she's ready to die - and Joan's going to die there with her...