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.

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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.

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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.

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