Lizzie tries desperately to save Maxine from Nola's bashing; Maxie gives cheek to Meg to get sent to the pound, but Meg thinks it's something to do with the insurance scheme and gives her cleaning duties instead. While Maxie is alone in the corridor mopping, Nola sneaks up on her and beats her up. Bea is released from the infirmary and comforts Maxie after finding her beaten up in their cell. The Major arrives to see Joan, but there's a gulf between them. He comes to visit the prison, and takes a shine to Lizzie. Led by Bea, the women embarrass Joan in front of the Major by refusing to go back inside from exercise period; Joan furiously tells Nola she wants rid of Bea once and for all. Lainie has a terrible acid trip and tries to cut her tattoos out with a piece of mirror, but is stopped by Bea. Judy gets more involved with Denise's money troubles, and encounters the dark side of her bratty son Gary.