There are Rules
Season 1, Episode 12
Airdate: May 22, 2011
Writer(s): Nick Santora
Director: Gavin Hood
Previous: Off the Beaten Path
Next: Where in the World is Carmen Vega

There are Rules is the twelfth episode of the first season of Breakout Kings, which aired May 22nd, 2011. In this episode an armoured car full of prisoners flees from the back of an 18-wheeler truck, which has just crashed into the prison, the Breakout Kings are tasked with their capture. The leader of the fugitives, a Madoff-like man called Ronald Barnes, will stop at nothing to make his escape and will kill anyone who gets in his way.


At Attica Correctional Facility, prisoners are all out in the yard. Inmate Ronald Barnes holds a piece of paper with a diagram of a wall with arrows, vectors, and numbers on it. Before him is the wall from the sketch. He walks forward, one foot right in front of the other, barely acknowledging the other inmates surrounding him. The other inmates in the yard take notice and begin to watch him, curious.

Barnes, intense, makes eye contact with Chester Rhodes, who looks at his watch, nods, and approaches. On his way, he nods to Sandy Clemente, who acknowledges with a look. Carlos Zepeda, in the Latino section, sees Chester on the move. He gets up and also heads over to Barnes. Tran Jun is sitting down, sketching. A tap from Rhodes is all it takes. He gets up, and walks towards Barnes.

Rhodes, Zepeda, Jun, and Clemente stand behind Barnes. A big Aryan inmate approaches them, telling them to leave "his part" of the yard. Before he can move any further, an 18-wheeler explodes through the prison wall, plowing through the Aryans, screeching to a stop a few inches in front of Barnes. Inmates scatter. The yard is in complete chaos and guards begin to shoot at the driver who pops out from the cab with a machine gun, firing up at the towers.

In the melee, Rhodes grabs a yard guard and via a neck-lock hold, drags him as cover to the truck where he, Ronald and his "team" climb through a door in the side of the trailer. The guard protests, he has kids, but Rhodes pulls him inside as the driver is blown away by gunfire. The back of the trailer drops down and an armored SUV races back through the giant hole in the brick wall, escapees safely inside.

At the office, Charlie speaks with Deputy Richard Wendell, the Marshals' new Chief Director and Director Knox's new boss. Wendell holds a file and goes through a list of "unorthodox practices" the team has used thus far. He tells Charlie he has mixed feelings about the task force and informs him that he's going to be keeping a close eye on them, and perhaps "shake things up" a little bit. Any of the cons can be easily replaced with just about anyone else.

Julianne is posting up mug shots as he rest of the team gets off the elevator and enters the office. Lloyd is in the middle of telling a joke to an uninterested audience. Charlie starts to introduce Deputy Wendell, but Lloyd interrupts him, asking an already apprehensive Wendell if he wants to hear a tasty joke. Charlie stares at Lloyd and continues, introducing Wendell as the new Chief Director. Lloyd steps back. Wendell, not amused in the slightest, leaves the team, telling them that he'll be checking in.

Lloyd apologizes to Charlie, who's not amused. Charlie tells the team that Wendell might send one of the cons back to the big house to make his mark and take credit for putting the team together. He tells them they better play it straight and focus on the case because he's not going to be able to save them otherwise.

Ray begins informing the team about the five escapees. Barnes was in prison for embezzlement. He destroyed people's lives and stole half a billion before getting caught. Shea points to Rhodes, the gangbanger, and tells the team he's the real deal and one of the meanest cons he knows. Ray points to Zepeda, who ran the biggest east coast car theft ring. Jun is a forger, whose fake passports got half of the Russian mob into the U.S. through Coney Island. And Clemente is an infamous drug runner, who's left scores of bodies on both sides of the borders.

The team determines that Barnes provides the money, Rhodes is the muscle, and Zepeda provides the transportation. Clemente knows how to movie drugs over borders, so now he's moving people, and Jun forges the passports that they need to escape. Charlie, standing over Julianne's computer, alerts the team that the guard the escapees took was found in a barn in New Paltz, shot twice in the head. He left behind a pregnant wife and a four-year-old.

The team arrives at the barn, where state police are already surveying the area. Ray and Charlie approach the barn door, which is being guarded by a trooper. The trooper tells them he's already put a call in for a warrant, but Ray replies that he has to look inside now because of exigent circumstances. Ray smashes the lock of the door with an axe and hands it to the trooper. "Hold my warrant for me," he says.

The team enters the barn and sees that the cons have ditched their prison blues. They've also been cutting up photos to make passports. Inside are also vintage muscle cars. The trooper points to the tire tracks and puts an alarm out for three cars and two motorcycles. Erica corrects him: it's four cars. The tiny tracks are from a roadster, pre-1940s. Ray tells Julianne to run that and she tells the team that when Barnes' assets were seized, over a dozen cars from his collection were never found, including a 1937 Jaguar roadster, valued at half a million. Clearly they're going to use the money from selling the car to fund their escape.

Shea tells the team that if they don't want to be spotted, they'll go someplace close to move a car like that underground as quickly as possible. He tells Charlie and Ray that he can bring them to the shops he's familiar with near the George Washington bridge. Ray tells him that he's going to need him for something else, and then holds up a pair of civvies. There was supposed to be another runner. Ray tells Shea he's going to need him to go to Attica to find out who the sixth runner was supposed to be. Shea, who's absolutely opposed to the idea, says no, but it's too late. Ray calls Julianne and tells her to get prisoner transfer papers. Charlie states the obvious: the fugitives have a full day ahead of them, and they have to move quickly. Erica & Lloyd will go with him to the chop shops to find the cars. Shea's off to the big house.

Back at the office, Shea gets into his old prison jumper while Ray briefs him: there are four reasons a con wouldn't go on a jailbreak. One, they backed out: no way after the work it took to prep something like this. Two, they were kicked off the team. But then they'd blow the whistle out of spite. Three, they got tossed in solitary before the escape, but the incident report lists only three SHU inmates and they've been there for weeks. So that leaves one option. They got hurt and were tossed in the infirmary. That's where Shea will find the guy they're looking for. There are five inmates there now that might qualify.

Ray tells Shea that the story is he assaulted a guard in Sing Sing and is being transferred. He's also going into Attica naked, the Warden doesn't know that he's with them because any of the guards could be on the take. Shea hates this. He tells Ray just to put him back in Maybelle and he'll work the next case. Ray clocks Shea in the face and tells him it's for authenticity purposes.

Charlie, Erica, and Lloyd pull up to an auto shop. They approach an older mechanic there and Charlie tells him that they're looking for a Roadster that's subject to a federal seizure order. The mechanic motions to the garage door and the team goes inside to find a mechanic underneath the Roadster, working on the car. After some "persuading" from Charlie, he reveals himself: it's Carlos Zepeda. Good start, but Charlie wants to know where Carlos'pals are.

At the office, Lloyd puts a huge red "X" over Zepeda's mug shot. Inside the interrogation room, Zepeda's not giving up any information; his life is worth nothing if he does. Charlie's not making any progress. In the bullpen, Erica tells Lloyd that at least they've caught one so far, which might appease Wendell. One out of five, Lloyd says. He tells her she must be out of her mind if she thinks they're sending him back. They argue about who has less value to the team and Julianne interrupts: it could be her. She was kicked out of the Marshals before, and she could be again. Lloyd fumbles as he tries to tell her she's too sweet to have that happen, then switches gears and says that the last place he wants to be is back in maximum security watching his back. Charlie, who was in the interrogation room with Zepeda, enters the main office to get some water. Still no dice. Lloyd tells him that he has an idea on how to get him Zepeda to talk.

Inside the interrogation room, Charlie is still questioning Zepeda, who refuses to talk. Lloyd knocks on the door and enters, wearing a tie, jacket, and holding a file. Acting as Charlie's boss, and milking the tyrannical boss routine for all it's worth, he tells Charlie to get him and Zepeda some coffee. Charlie holds his temper, and leaves the room.

Lloyd sits down across from Zepeda and tells him that if he offers up what he knows, he'll be transferred to Maybelle Minimum Security. Lloyd then slides the paper he was holding across the table. Zepeda questions the legitimacy of the deal, and Lloyd tells him it's as legit as any deal he could offer him. Charlie returns with the coffee and Lloyd tells Zepeda to spill everything he knows. Zepeda tells them that he was supposed to meet Jun in New Jersey with the money he got from the car. Everything else was Barnes' plan, and he didn't tell him anything else. Lloyd slides the paper across the table to Zepeda who signs it. He looks at it again and realizes he didn't sign transfer papers; he registered to vote. Lloyd gets up from the table and Zepeda, pissed, yells as Lloyd walks out, after nodding carefully to Charlie with a "Sir" on his way.

Shea, who's now at Attica, approaches a group of mean-looking cons. One of the cons, Stucky, the "Alpha Dog" at Attica and one of Shea's old partners, turns to see Shea. They "man hug" and Stucky introduces Shea to Dee, another big, bad looking inmate. Shea tells them that he's looking for an easy job on the inside and wants to get hooked up with an Infirmary gig. Dee says he'll see what he can do, come see him tomorrow. No, son, says Shea. Today.

Two yuppie couples are playing Pictionary in the living room of a nice suburban home. Barnes and Rhodes smash in the front door and enter the house. One of the yuppie men steps forward, telling them to take what they want. Rhodes slams the guy in the head with the pick while Barnes looks around and takes in the house. This was his place before he got arrested. Barnes tells Rhodes to start breaking through the floor. Rhodes looks at Barnes and tells him that he doesn't take orders. Barnes, trying a different tactic, tells Rhodes that's he's pleading with him to get through the floor and get the money, so they could get back on the road. A beat as they face off, then Chester swings the pick down hard into the floor. As he does, Ronald looks at the Pictionary drawing. "Rolling on the river. Am I right?" he asks. He helps himself to a snack while the yuppie lies there, bleeding and twitching, his wife crying beside him.

In the kitchen area of Attica, Shea approaches Dee and Stucky asking if they were able to get him the infirmary job. Dee tells him that he couldn't so he's on bucket duty. Shea, not happy with this news, tells them that it's not straight up. Stucky looks at Shea suspiciously and asks if he's been straight up with them. They face off. Dee muscles in on Shea, who head butts him. Dee punches Shea in the face and eventually takes him down. Stucky leans over Shea and tells him that his cousin is married to somebody in Sing Sing who told him that Shea was transferred a while ago. Is his cover blown? Before they could rough up Shea any more, the alarm sounds and the guards approach them. Shea tells the guards he needs to go to the infirmary. This was his plan all along.

At a convenience store in New Jersey, the team keeps watch out of the window that overlooks the bus stop where Zepeta was supposed to meet Jun. Erica spots him and the team walks out of the store.

Jun sees the team approaching him and he bolts. The chase is on! Jun runs into the middle of traffic and is slowed down by a car that nearly takes him out. As he tries to scurry back to his feet, he falls back into the middle of the road and gets nailed by an oncoming bus. "No!" Charlie yells. But it's too late.

Wendell is chewing out the team inside Charlie's office. He's furious, telling them that they're supposed to catch the criminals, not kill them. Charlie explained that Jun fled into the roadway and was hit by the bus. Wendell isn't having it though, and tells them they better get on track. He walks out of the office, leaving the team frustrated and Lloyd and Erica worried. If they mess up again, one of them could be going home. Out of desperation, they both offer up Shea, since he's already in Attica.

Ray sits at the table looking over the passports Jun made. They're incredible. Julianne speaks up: she got a hit on Clemente. He used one of his aliases to reserve a private airstrip in Delaware. Since he used to use small planes to transport drugs, it makes sense he'd be able to arrange transportation for the group.

The SUV pulls up to a private airstrip gate. The gate's locked and nobody's around. Charlie and Ray decide to bunk for the night and come back in the morning when the airstrip opens. They "rock, paper, scissors" to see who has to room with Lloyd, who is watching all of this take place from the car.

In the motel room, Ray sits on the bed, talking to his daughter on the phone about colleges. Erica comes in from the bathroom in nothing but a tank top and underwear, drying her hair. Ray gets off the phone with his daughter and Erica asks what her name is. He tells her he doesn't like talking about her and that he's not like Erica, he doesn't wear his daughter on his sleeve. Erica steps back and tells Ray that the reason she does that is because that's all she has. She can't get kicked off this team. She needs to go back to her daughter. Ray tells her he doesn't know what Wendell is going to do so all she can do is her job.

Lloyd lies in bed, shirtless, sharing "deep thoughts." Charlie is lying next to him, miserable that there was only a queen bed left. A beat then he notices a pair of underwear on the chair. Charlie jumps out of bed as Lloyd just smiles, telling him he likes to sleep unencumbered. "Sweet dreams," he adds.

In the infirmary, Shea sits with three other cons, speculating on the escapees. He notices that one of the cons isn't partaking in the discussion. He approaches Jake, a shy-looking con with a newly shaved head, and asks him why he doesn't have any theories on the escape. Jake tells him that none of them know anything about it. Shea eyeballs him again. He's the guy. Shea starts interrogating him, trying to get some information. He tells Jake that he knows he must have been the sixth accomplice and that's the reason why he shaved his head. He isn't a skinhead, he just didn't want to be recognized on the outside from his mug shot. Before Jake can talk, a nurse walks in and tells Jake he's clear to go. Shea protests, but Jake is led out and Shea's told to stay put until morning.

Back at the suburban home, Rhodes and Barns are through the floor and have found the money inside. Rhodes eyeballs the male yuppie on the floor, who's barely breathing. All four are now tied up with tape. Rhodes rises to finish him off, but Barnes stops him, telling him to think. If they do get caught, he'll be on death row for murder. He tells him to think. Rhodes just looks at Barnes and shakes his head.

"You think you're so much better than me." Rhodes says.

Barnes just shakes his head and says they're different. Rhodes defends himself. They're not so different. He just steals with his fists while Barnes steals with a pen. Barnes never directly murdered anybody, but people have died at his hands too. They're not that different.

Charlie, Ray, Lloyd and Erica wait in the SUV at the airstrip for Clemente. Erica spots a car and she and Lloyd jump out of the SUV. Erica and Lloyd get out. Charlie floors it, races to meet the other car as it arrives at a plane by a hanger. Charlie and Ray spring from the car, guns pointed, and stay behind their doors for cover. Clemente, who's alone in the car, puts his hands up and gets out. He surrenders, but he's alone. Rhodes and Barnes are nowhere near.

Back at the bullpen, Lloyd crosses out Clemente's mug shot. "This is almost too easy" he says to himself.

Inside the interrogation room, Ray sits across from Clemente, who is casually smoking a cigarette and refusing to give up any information. He knows he's a dead man if he does. Charlie calls Ray out of the room and informs him of the home invasion Rhodes and Barnes did. The man they assaulted just died of a brain aneurism at the hospital. Charlie tells Ray to do whatever he has to do to get some information out of Clemente.

Ray walks back in and closes the blinds. He moves right to Clemente without slowing, grabs his cigarette lighter and, while placing Clemente in an unbreakable headlock, jams the lighter right up his nose. Clemente screams and squirms but can't break away. Ray asks Clemente where his partners are, but he doesn't respond. Ray flicks the lighter, holding the flame up Clemente's nose. He finally gives up and tells Ray that he was supposed to fly to Florida where they were all going to meet and then fly to the Virgin Islands.

Ray exits the room and Charlie's already on the phone with Special Ops. Lloyd interrupts Charlie and tells the team that they're not going to Florida and that Clemente has been lied to. Barnes is just doing what he's done before. Lloyd opens the case file and starts reading from a Forbes article about Barnes. They call it "Barnes' Strategy of Controlled Chaos" which is a tactic Barnes has used before. He wants people to think they've figured out his plan and are on to him, but in actuality, THAT's his plan. He doesn't care about the other fugitives, he's just using them as a distraction. He's trying to lead them to Florida but he's still in the northeast. Ray and Charlie take this in and Ray's phone rings. It's Shea, who tells him that he found the guy who bailed on the escape, but he still doesn't know why he pulled out. Shea then tells Ray that his cover might be blown and that he needs to get out of there. Ray says he needs more information first, but Shea is desperate. He's in danger. Ray looks at Charlie and tells him that Shea's cover might be blown. Charlie tells him that he can't pull him out on a "might be." Ray tells Shea to be safe and find out more.

Shea, back in his cell, takes off the bandages from around his ribs and begins to tie them together. What's he going to do with this?

Stucky and his boys are lifting weights in the prison yard. Shea comes up behind Dee and begins to strangle him with the fabric he tied together. He looks at Stucky and says that in Sing Sing he called the shots and he's going to do the same in Attica. Jake sees this happening from close by. Shea lets go of his hold on Dee and starts walking towards Jake. He throws him up against the wall and asks him why he pulled out of the escape. Jake, petrified, begins to talk and tells Shea that bailed when he realized it was a set-up. He knows the guys who smuggles in junk for the inmates and Barnes got three weeks worth of motion sickness pills. You only need that many if you're going on a boat, not a plane. He knew Barnes was lying, so he cut himself badly enough to get put into the infirmary.

Shea calls Ray and informs him that Barnes is taking a boat, not a plane, in his escape. Shea tells Ray that he got him the information and to get him out of Attica, but Ray hangs up before he can finish.

Barnes and Rhodes stand in a storage unit. Rhodes begins digging for keys to the boat that were left there. Rhodes, his back towards Barnes, hears a click and slowly turns around to see Barnes holding a gun. He doesn't think Barnes has it in him to do his own dirty work, but he's wrong. Barnes shoots Rhodes, takes the keys, and closes the locker door behind him, leaving Rhodes inside.

Meanwhile, back at the office, Julianne is digging up records of Barnes boats, all which were seized and later sold at auctions. She starts listing the names and one of them, Gabe Trokey, rings a bell for Ray. Trokey was the man who drove the truck through the prison wall. The boat, Julianne tells them, is at Woodmere docks in Long Island. Charlie and Ray grab their coats and head downstairs.

Charlie, Ray, and Lloyd approach the boat. Lloyd's complaining about his stiff neck and the fact that Erica got to stay back at the office, so Charlie tells him to shut up and go show the harbor master Barnes' mug shot. Ray and Charlie take out their guns, climb on board the boat and begin to look around. Charlie turns around the find Barnes holding a gun to Lloyd's head. He tells Ray and Charlie to drop their weapons and they comply. Ray looks at the bag filled with cash hanging from Barnes shoulder and tells him that they should make a deal. He can't possibly win against all three of them once he gets close enough to get them into the bottom of the boat. If he hands over all of the cash, they'll let him go. Barnes contemplates a beat then agrees. Charlie steps off the boat and slowly starts to walk toward Barnes, opening his jacket to show him that he isn't armed. He tells Barnes to hand over the money. Barnes takes his gun away from Lloyd's temple and leans down to drop the bag. The minute he does that, Ray grabs the flare gun off the boat and shoots it at Barnes' leg. Charlie then tackles and cuffs Barnes, telling him that good people died because of him and now he's going back to where he started.

The elevator door opens at the bullpen and Shea storms out toward Charlie, pissed. He tells him that he should never leave one of his crew members hanging. He's full of all the rage and fear that built up while he was spending time in Attica. Shea and Charlie start to get in each other's faces and Wendell walks in just as things heat up. He tells Charlie that he wants to talk to him. They walk towards the interrogation room and Lloyd, at Julianne's desk, puts on the speaker so they can listen in. If one of them is getting axed, he wants to know.

Inside the interrogation room, Charlie begins to apologize for the outburst on Shea's behalf, but Wendell tells him there is no need. Shea and the rest of the cons are safe. It's Ray that has to go. Charlie, shocked, tells Wendell that this task force would be nothing without Ray and that he does what he has to do to catch the cons. Wendell doesn't care. He says that Ray's a dirty cop, and once a dirty cop, always a dirty cop. Charlie, fed up with being respectful, tells Wendell that he's full of it and he knows nothing about the team that they have, that his agenda was always to get rid of Ray. Wendell says he can easily put Charlie back where he started, behind a desk. Charlie looks at Wendell and says that there are rules. You never leave someone hanging. He adds that he'd rather be behind a desk than on the task force without Ray. They just caught all five fugitives and if Wendell wants to make a report, Charlie will put in his two cents as well. Wendell just stares at Charlie, shakes his head, and tells him that if they screw anything up, it's on Charlie. Wendell steps out of the room and leaves the office.

The rest of the team is still standing around Julianne's desk when returns. Not aware that they were listening, he tells them that Wendell didn't want to cut anybody from the team. He tells the cons to get back in the prison gear and goes into his office. Ray waits a beat then enters Charlie's office. He stands there then extends his hand, thanking him. Charlie look at Ray, realizing that he heard, and shakes his hand.


Main Cast

Guest Cast

  • Jeff Seymour as Ronald Barnes
  • Avery Kidd Waddell as Chester Rhodes
  • Lombardo Boyar as Carlos Zepeda
  • Jeff Ong as Tran Jun
  • Gregg Henry as Richard Wendell
  • Dean Chekvala as Sandy Clemente
  • Cle Bennett as Stucky
  • Karl Campbell as Dee
  • Dwight McFee as Jake
  • Birgitte Solem as "Female Yuppie"
  • Alastair Forbes as "Male Yuppie"
  • Jonathan Whittaker as Phillip Kincaid

Production NotesEdit

Due to various extrinsic circumstances, this episode was filmed in two parts, the first in September and the second in February; this episode literally bookended the first season of Breakout Kings. To achieve continuity after so many months, members of all departments had to study the previously shot and edited footage, pour over continuity folders and notes, and pool their resources to make sure that that which they were matching was completely accurate. For example, the five mug shots of the escapees that appear in the Breakout Kings Bullpen had to be re-affixed to the wall in February exactly as they had been in September, down to millimeter adjustments moments before the camera rolled.

The Attica Correctional Facility scenes were shot at the historic R.C. Harris Water Treatment Plant located along Toronto's eastern lakeshore. This facility, renowned for its Art-Deco architecture, had been closed to the public since September 11th, 2001; Breakout Kings was the first show to gain filming access to this location.

The Breakout Kings art and construction departments teamed up to make over five thousand foam insulation bricks in order to assemble the wall at Attica that was smashed. This wall-smashing sequence was captured in one take by five different cameras, including director Gavin Hood's personal camera.

The lighter that Ray used to draw answers out of Clemente was built by members of the props department. Three LED lights were wired into the body of an existing lighter and were controlled by a switch that actor Domenick Lombardozzi held in his hand. The "flames" were then enhanced through visual effects in post production.

The suburban upscale home that Ronald and Chester broke into was found in the quaint village of Port Credit, just on the outskirts of Toronto. This picturesque area is known for its strong artist community and custom-built homes with progressive architecture.

The infirmary at the Attica Correctional Facility was filmed at Toronto's Humber River Hospital, the go-to location for Toronto film crews in need of a hospital set.

To execute the stunt in which Tran is hit and killed by the bus, a stunt performer was first rigged to a crane with a harness and strong stunt cables. The performer ran at a precise and calculated angle and when the timing was just right, he was yanked from his feet by the rig. The cables were then removed from the shot in post.

Music FeaturedEdit

Song: "You Cheated"

Artist: The Slades

Album: The Domino Story

Song: "Money In Da Air"

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