The inmates struggle with the overcrowding of the prison. Healy gets Judy King a new roommate, Yoga Jones; their special treatment is witnessed by Taystee. Cindy battles with her new roommate, Alison, over shared space. Red attempts to stop her bunkmate's snoring, to no avail. Piper befriends her bunkmate, who becomes her bodyguard. Pennsatucky worries that Maritza is being raped by Coates. Gloria sends word to Crystal that Sophia is in the SHU; she tries to talk to Caputo about letting her out, but he does not listen. Caputo meets with MCC; in order to qualify for government cutbacks, they decide to hire veterans as COs who will be housed at cabins on campus. Caputo befriends Linda from Purchasing at the meeting. Daya is worried about her baby being placed in foster care, as Cesar is going to jail for conspiracy to commit murder and assaulting a police officer. Racial tension arises as the Dominicans realize that they are the majority. Maria leads an attack on a white inmate in defense of Blanca.

Taystee gets switched from janitorial duties to being Caputo's assistant. Red is both angry and jealous over Judy's special treatment. Piper loses employees in her illegal panty business, as they believe it is becoming too dangerous. Maria tries to help her fellow Dominicans by asking Piper if they could join her business, but Piper declines, stating that she doesn't want thugs. In response, the Dominicans start their own panty business. Caputo goes on a date with Linda. Soso and Poussey grow closer together. Poussey, a big fan of Judy King, gets nervous every time she is around Judy. Soso talks to Judy, explaining why Poussey acts weird in front of her, but she lies about Poussey's past in order to gain Judy’s acceptance. When Judy informs Poussey about what Soso had said, Poussey is insulted that Soso knows nothing about her. Soso apologizes and promises to make an effort to know her. Lolly begins to crack and attempts to dig up Aydin's body in the garden. Frieda clocks Lolly’s instability and believes they will have to kill Lolly.

In the SHU, Sophia gets Caputo's attention by flooding her cell. Later, Sophia lights her mattress on fire using a lightbulb, and the guards are forced to evacuate the SHU's inmates. Healy forces Judy to lead a cooking class. The class is a success, but Judy asks Caputo to change Healy as her counselor, stating that he has power issues. Flaca and Maritza quit working for Piper in favor of working for Maria's business. Alex confides Frieda's plan to kill Lolly to Red. Red initially tries to mediate the situation, but eventually agrees with Frieda. Aleida finds out she is up for early release. Lolly's erratic behavior leads to Healy becoming her counselor. Lolly admits to Healy that she killed Aydin in the greenhouse; Healy believes Lolly is being delusional and successfully convinces her that the killing is merely her imagination.

Due to the recent economies, the prison starts to run thin on certain supplies, causing a black market around the prison. The guards start targeting the non-white prisoners and subjecting them to random searches. While Caputo attends a convention for prison employees with Linda, Taystee manages to guess the password to Caputo's computer and gets access to the internet. At the convention, Caputo gets arrested after getting into an altercation with Danny Pearson, who attempts to use the event to speak out against the system. Linda is turned on and has sex with Caputo in a closet. In an effort to stop Maria from cutting into her panty business, Piper is given permission by Piscatella to form a security group. During their first meeting, the all-white volunteers begin to openly voice racist sentiments. Piper is horrified to realize she has accidentally created a white power group.

Nicky continues her self-destructive drug binge as she returns to minimum security. Red, who had planned to throw a "welcome back party" for Nicky, quickly becomes aware of Nicky's relapse. Lolly finds a friend in a kindly Healy, and she secretly builds a "time machine" out of cardboard. In the time machine, she and Healy both reflect over wanting to go back in time. Outside the prison, Judy King faces backlash when old footage of her hosting a racist puppet show goes viral. Caputo submits a plan to offer educational courses to the inmates in order to give them something useful to do during their incarceration. Aleida is inspired to begin a nail salon business once she is released. Piper realizes her power has corrupted her, and though she takes steps to make amends, a plan of revenge is already in motion. At Nicky's party, Piper gets kidnapped by Maria and her gang, who brand the Nazi swastika into her arm.

Blanca rebels against the COs by applying foul-smelling substances on her body in order to stop them from frisking her. When Blanca refuses to shower, the COs force Blanca to stand on a cafeteria table until she relents. Boo turns her back on Pennsatucky when she decides to forgive Coates. Morello becomes paranoid that her sister is having an affair with her husband. Red breaks down over Nicky's relapse, which makes Nicky decide to get clean again. News of Judy and Cindy's fake relationship spreads after Luschek sells the picture to the tabloids. Piscatella orders Luschek and the other guards to search the prison, but the phone used for Judy is kept secret by Luschek. Sister Ingalls purposely gets sent to the SHU in order to reunite with Sophia. CO Humphrey punishes Maritza for her part in the smuggling scheme by forcing her to eat a baby mouse in the COs cabin.

Following the discovery of the body in the garden, the prison goes into lockdown. Piscatella defies Caputo's orders and begins interrogating inmates, including Red, Suzanne, and Maureen. While holed up with the guards, Suzanne faces the wrath of Maureen; Humphrey takes enjoyment in their clash and forces Suzanne to fight her, causing Suzanne to explode and nearly beat Maureen to death. Judy, Yoga Jones, and Luschek have a drug fueled threesome. Pennsatucky assists Nicky, who is going through drug withdrawal. Healy, now realizing that Lolly's confession to killing Aydin is true, wrestles with the idea of handing Lolly in. He nearly commits suicide before deciding to face his problems, and he reluctantly hands Lolly in to Piscatella. Lolly is subsequently sent to Psych A.

Caputo attempts to suspend Humphrey for instigating Suzanne's fight with Maureen. However, Piscatella threatens to have all the COs walk out if he does so, and informs Caputo that he no longer has any real authority. Healy grapples over his decision to send Lolly to Psych, and he signs himself into a mental health facility. Pennsatucky reunites with Boo. Judy King and Poussey bond. Sophia returns to the prison. The different prison families come together to discuss a plan to force Piscatella out and restore order to the prison. Though they initially fail to come to an agreement, Piscatella's unfair treatment of Red unites the inmates. They stand on tables in a peaceful protest, refusing to move until Piscatella resigns; Piscatella orders his men to remove them by force. As guards fill the cafeteria, Suzanne breaks down and Poussey rushes to her aid; CO Bayley quickly reacts and improperly restrains Poussey, which makes her unable to breathe. As a result, Poussey suffocates and dies on the cafeteria floor.

Following Poussey's death, MCC tells Caputo to hold off on calling the police until they can develop an angle, while Taystee urges Caputo to call Poussey's dad and break the news to him. Soso finds Suzanne, in the library, trapped under a fallen shelf. Suzanne is sent to medical, and she gets put next to Maureen, who is still recovering from her injuries. Piper discovers that Alex has been leaving notes around the prison that reveals Aydin's real name. The two of them track down the notes and prepare to burn them. MCC grants release to Judy King, who is distraught over Poussey's death. Caputo ignores the MCC prep, and on-camera refuses to fire Bayley. Taystee overhears, and snaps—she incites the other inmates, who all march through the hallways of the prison. They converge in a hallway where Judy King is being escorted out. Humphrey instinctively pulls out a gun, but Maritza pushes him over, and it slides across to the Hispanics; Daya picks it up. Daya takes Humphrey and CO McCullough hostage, and she cocks the gun and takes aim at Humphrey's head, while all the inmates present collectively urge her to pull the trigger.