Ten months after the riot, Em City re-opens. A recovered McManus creates a council of group representatives to keep order, and initiates GED classes to help inmates get high-school equivalency diplomas. Having been told by O'Reily that Adebisi was responsible for his father's death, Peter Schibetta takes over the kitchen by cashing in a favor Glynn owes the family. As Schillinger's parole hearing nears, Beecher taunts his nemesis mercilessly in an attempt to ruin Schillinger's quest for freedom. Glynn's duaghter is raped by a group of Latinos, and the warden takes out his frustations on Alvarez. O'Reily learns he may have breast cancer.

Alvarez knows who raped Glynn's daughter, but refuses to tell the warden. Wangler is making progress at school, but his cellmate, Adebisi, isn't a fan of higher education. When Augustus Hill's judge is convicted of accepting bribes, Said takes up Hill's case to get him a second trial. Diagnosed with cancer, O'Reily goes to a hospital to get a prison-paid lumpectomy, which is cheaper than a mastectomy. The Aryans are losing credibility in Oz, so Schillinger arranges to have a tough named Vogel killed with Beecher being the next on the hit list. Finally, the prison is filled with excitement as a woman, Shirley Bellinger, arrives on death row to be executed.

Augustus Hill's court appeal is denied, despite the efforts of Said, who has better luck getting Poet's poems published. Meanwhile, O'Reily survives his lumpectomy, and now focuses his attention on Dr. Nathan. Trying to cut a deal after killing an Aryan inmate, Richie Hanlon is forced instead to admit to a murder he didn't commit. Schibetta offers Alvarez a piece of his drug biz in exchange for killing Adebisi. Beecher is forced to meet with the judge who sentenced him; it appears she has a guilty conscience. Beecher's new roommate, Chris Keller, seems to hate Aryans as much as Beecher but appearances can be misleading.

With their enmity at a boiling point, Adebisi poisons Schibetta -- but not fatally. Now that his brother has turned himself in for murder, Glynn no longer owes Schibetta any favors. Sister Peter Marie figures out that Giles witnessed who killed her husband. Poet, now a published author, gets his parole, but Governor Devlin still takes away funds from McManus's high-school equivalency program. When Beecher learns his wife committed suicide, Keller offers comfort, but his advances are rebuked. Meanwhile O'Reily is in love with Dr. Nathan, and gets his brother Cyril to have her husband killed.

Schilinger enlists Said to get him out of jail, but Said backs out. McManus decides not to incriminate Wittlesey in Ross's death. A recovered Schibetta edures more pain after being raped by Adebisi. Meanwhile, Alvarez is bumped out of the Latino power seat by Raoul Hernandez, a.k.a. El Cid. New inmate Jiggy Walker claims he was Gov. Devlin's personal crack dealer. The two go head-to-head in the media before Walker is discredited and sent to genpop. Reimondo finds out that Giles murdered the man who killed her husband and Dr. Nathan confronts O'Reily about her husband's death. Schillinger's plan to destroy Beecher approaches fruition when Beecher falls in love with Keller.

Cyril O'Reily, Ryan's brother comes to Oz and is immediately violated by Schillinger. Ryan tries to get him away from OZ, but Cyril instead lands in the hole. El Cid tells Alvarez the only way he can "stay in the game" is to "pluck out" the eyes of a prison guard, Rivera. Bellinger and Adebisi exchanging love letters without meeting. Nappa, the new Wiseguys leader, wants Adebisi to be punished for raping his godson Peter Schibetta. Robert Sippel, a Catholic priest who spent ten years in OZ for molesting a 14-year-old boy is released and but Poet returns.

Wittlesey is transferred to Gen Pop and replaced by Karl Metzger, a Nazi. Mack and another Aryan try to escape through Busmalis and Rebadow's tunnel but the tunnel collapses and kills the two Aryans. Hill gets the idea of escaping Oz by hiding in a coffin. Sippel re-enters Oz because he can't deal with life on the outside, but Schillinger crucifies him -- literally. Alvarez gouges out Rivera's eyes and is put in solitary for life. Needing a blood transfusion for Rivera, Dr. Nathan finds that only O'Reily has the same blood type; he agrees to donate in exchange for getting his brother Cyril near him. Keller and Schillinger reveal their sordid plan of deceit to Beecher while breakingv both his arms and legs. Fortune teller Kipkemei Jara gives Adebisi hope of a new life; but he is murdered by Wangler on orders from Antonio Nappa. The grief this causes Adebisi lands him in the psych ward. Said is pardoned by Governor Devlin, but refuses choosing to return to Em City instead.

In addition to the name change to "Oswald State Correctional Facility," more changes abound. Newbies Coyle, Kahn, and Ricardo arrive and partner up with Wangler, Said, and Hernandez respectively. Adebisi's "recovery" prompts a return. Clayton Hughes, son of a past Oz guard who came through the ranks with Glynn, asks Glynn to hire him. Meanwhile new Officer Howell, gets friendly with McManus. A managed health care company takes over Oz's infirmary, to Dr. Nathan's disgust and Alvarez's detriment. Cyril O'Reily still has nightmares about being raped by Schillinger and Ryan schemes on revenge. Said develops an unlikely alliance as he starts a hunger fast in response to McManus rejecting his request for food in his cell during his holy season. Keller confesses his part in setting up Beecher and is immediately taken into protective custody. Beecher gets some oh-so-sweet revenge.

The hack ain't comin' back, and everyone's trying to figure out who did the deed; especially Schillinger and Said. McManus hires a new officer Sean Murphy who's also a friend of Tim's. Despite Glynn's reservations, an inmate boxing program is is created and inmates get psyched for the competition. While closely shaving Hill, Coyle gives the gruesome details of his crime, which include the death of an infant and the discovery of indisputable evidence to his claim. Disgusted, Hill decides Coyle should pay and gives the info to Warden Glynn. Adebisi gets approved to work in the AIDS ward. While Howell and Wittelsey converse about McManus, he appears with bad news for Wittelsey. Meanwhile, Schillinger's son Andy has been arrested and is due to arrive to Oz any day. Keller, stir-crazy from being in protective custody, goes back to Em City with painful results. Alvarez begins deteriorating now that his medication has been eliminated.

With a new day breaking, Officer Howell makes a gruesome discovery. Dr. Nathan takes action against medical official Garvey. Ricardo and Hughes have a brief confrontation that results in a reprimand. Said's attorney brings good news and a special delivery. Richie Hanlon explains to Shirley Bellinger why he's on death row. New prisoner Stanislofsky joins the fold. Each group in Oz prepares their boxer for upcoming matches. Hill returns from testifying against Coyle, and the jury's still out as to whether or not that was the smartest move. Said solicits assistance from Nappa, Schillinger and Guerra. Nappa turns over control to Pancamo after discovering he has a debilitating illness.

Andy Schillinger arrives to Oz and Vern tries to get Warden Glynn to move Andy in with him. McManus is sued for sexual harassment. Sister Pete has questions after a session with Keller. Miguel gets a directive from Hernandez. Said gets old wounds opened when his sister visits. Ryan scores another victory. Officer Hughes makes a "stunning" move on an inmate and Richie Hanlon's death sentence is overturned.

After getting pummeled by Khan in a boxing match, Kenny discovers his wife's infidelity and arranges a contract. Miguel prepares to meet his victim face to face. McManus' lawsuit starts taking it's toll as he wrestles with settling or going to court. New inmate Kosygin is mysterious at best and Stanislofsky keeps a safe distance. Busmalis gets a surprise in the mail. Hughes presses Glynn for more information about past deeds. Beecher and Andrew form an alliance that angers Schillinger and Poet and Junior get a hot reception.

When Cudney threatens to spill the truth about Cyril's "wins", Ryan solicits Kosygin for help. He then schemes to have Kosygin and Stanislofsky eliminated and finally, tips off the hacks to get Hernandez and Ricardo busted. Busmalis gets a welcome visitor. Sister Pete's questions keep rising after sessions with Keller. Nappa continues working on his new project. Beecher asks Said for lessons in the Islamic faith.

Sister Pete's anger is roused and forces her to confession. Wangler and Adebisi register a complaint to the Warden. Yet another inmate meets with demise. Bellinger enlists McManus' help. Glynn and Hughes have an important conversation. Adebisi begins sowing seeds of discontent and a fight erupts in the gym resulting in a lockdown.

When his plea for an expedited return to solitary goes on deaf ears, Miguel takes matters into his own hands. Glynn finds out who raped his daughter. Hill gets sent to the hole. The boxing finals match ends in tragedy. A hack makes an exit...and an impression .....by leaving a holiday gift for an inmate.

The lockdown ends. After Hamid Khan's body is taken off life support, the Muslim's choose Arif to lead them. Meanwhile, Cyril's having nightmares about delivering the fatal blow to Khan in the boxing match. Ryan asks Sister Pete to intervene. Murphy makes a suggestion to help ease some of the strain in solitary after another inmate commits suicide. Father Mukada plants an inventive idea in Beecher's head on how to deal with Schillinger. Shirley Bellinger returns awaiting her date with the noose. New inmate Mobay, arrives to Oz and his cellmate Hill is immediately suspicious. Gov. Devlin invites Glynn to be his running mate in the Gov's re-election bid. McManus gets an update on Wittlesey, who hasn't returned from vacation and a shootout in Oz results in four deaths.

Mobay has his first meeting with Adebisi. Glynn fires McManus after Tim makes a foolish outburst during the slain CO's memorial service. Sister Pete still wrestles with ending her service as a nun. Beecher's dad pays a visit and gives an update. Schillinger is visited by his other son, Hank. Said's decision to help Cramer secure a new trial is met with strong opposition by the Muslims. Poet grieves and ponders his next move now that Wangler and Pierce are dead. O'Reily's plan to get the cell phone backfires and results in another inmate's death. Bellinger returns to Oz to await her impending execution.

All is crazy after Busmalis and Alvarez flee from Oz via one of Busmalis' tunnels. Hernandez discloses details about the shooting to Glynn and mentions Tarrant getting the gun from Adebisi, who got the gun originally from Clayton Hughes. Glynn confronts Hughes, Hughes confesses immediately and is quickly arrested. New inmate Morales is offered Hernandez's end of the "tit" trade only if he kills Hernandez. Morales asks Rebadow to do the deed in exchange for anything Rebadow wants and Rebadow accepts. Escapee Busmalis is caught and returned to Oz where he is rebuked by Rebadow. A "fresh from the hole" Adebisi begins implementing his plan to get a new Em City administrator. A cell phone appears and Ryan schemes to get his hands on it. Like most O'Reily schemes, someone ends up dead and this case is no different as Hoyt's recruited to do the "honors". Said scores a victory for Jason Cramer and Shirley Bellinger gets a visitor.

The kidnapping of Beecher's children has everyone upset and Beecher inconsolable. Schillinger gets questioned and of course, claims to know nothing about the deed. Beecher decides to initiate his own investigation. Soon after, a package with horrendous contents arrives for Beecher. Meanwhile, Oz prepares for Shirley Bellinger's hanging as the death penalty protests continue. A visit from the Cardinal creates mixed feelings for Sister Pete and Father Ray. Said announces good and bad news in the state's decision for the inmates. Another Rebadow prediction comes chillingly true. O'Reily's still searching for that elusive cell phone and Dr. Nathan asks Glynn for permission to return to work earlier than expected.

Things get a bit lively on death row after Shirley Bellinger's execution-- Miles begins painting a self-portrait, Ginzburg's health deteriorates from AIDS and Deyell severely injures himself. Mobay's ordered to kill someone as a final test of his loyalty and a new prisoner, whom Mobay's familiar with, makes the perfect victim. A call stirs McManus' emotions again. New inmate Supreme Allah arrives creating tension and uneasiness for Arif. On his way to his son's funeral, Beecher asks Keller an intimate question. A changed Rebadow asks for permission from Morales to kill again. After a fight with the gangsters, Cyril's put on heavier sedatives. For Ryan O'Reilly, he gets the cell phone after ratting to Hoyt and he also meets Dr. Nathan's attacker.

An investigation into Goergen's death starts and Mobay's anxious when the investigator targets him first. Tensions begin to rise as Querns turns a seemingly deaf ear and blind eye to the blatant violations committed by black inmates. An inmate transfer works in Adebisi's favor. Arif challenges Querns's authority. Ginzburg's poor health forces him to request an early execution and Sister Pete convinces Glynn to make it happen. Glynn's press conference announcement forces his daughter to make a major decision. Beecher's daughter arrives alive and Keller confesses to Mukada.

Ryan and Howell get frisky. After leaving the hole and apologizing to Busmalis for the stabbing Rebadow suffers an attack due to a brain tumor. Busmalis reacts by doing what he does best--start another tunnel. Unbeknownst to the doctors and everyone else, Cyril's recovering psychologically more than he can actually show. Arif confesses to Said about his own demons and asks for forgiveness and help. Said plots with McManus to end Querns' and Adebisi's control. Hank Schillinger beats the kidnapping rap and once Beecher finds out, he plots with Pancamo for revenge. After Keller reveals his plot to kill him, Eli Zabitz asks Schillinger for protection. Schillinger agrees but sends Robson to eliminate Zabitz instead. Hughes, now raging beyond sensibility, makes an attempt on Devlin's life at a press conference. Keller and Father Ray have an intense discussion about Beecher.

Adebisi's death still looms large over Oz. Against Glynn's better judgement and with special permission from the Gov., a TV news crew comes to Oz to film. Ryan O' Reily recognizes the star reporter as a past enemy and he immediately embarks on revenge. After interviewing inmates -- including Poet who strongly suggests the cover up can be exposed through Adebisi's video tapes-- the show's producer gets busy digging for answers. McManus discovers this and immediately tells Glynn to destroy Adebisi's tapes or face Oz possilby being shut down. The star reporter moves into a pod with Cyril for the evening to catch a "verite" view of Oz. The stunt backfires as Cyril (with prompting from O'Reilly) brutally beats the reporter.

New inmate Burr Redding arrives and stands ready to assume control of the drug business. Dr. Nathan returns. Tidd approaches Schillinger with a plan to kill Said. Several Asian refugees are housed in Em City while the government decides their fate and they unwillingly get caught in a power struggle between Morales and Redding. Glynn hires an energetic new assistant who piques everyone's interest.

Robson and Hoyt tell Rev. Cloutier to back off of Schillinger. Schillinger and Beecher have their first counseling interaction session. Tidd continues to get close to Said by defending Arif in a fight. Arif goes to Said and pleads Tidd's case to accept him into their Muslim group. Busmalis requests that he and his girlfriend be married. Glynn hosts the Warden's conference and is given an update on Hughes by Querns. Glynn soon has Hughes transferred to Oz's cops unit so he can protect him. This unit is also where Johnny Basil (Mobay) is locked up. Keller's old buddy Ronnie gets close to Beecher causing Keller to get jealous. Ronnie's offered a sentence reduction in exchange for corroborating evidence of Keller's involvement in some past murders. Beecher finds this out and warns Keller, who doesn't believe him. Keller question's Ronnie about the matter and then, comes up with his own solution. Em City inmates are selected for drug testing experiment that promises to age the person quickly therefore reducing their actual time spent in prison.