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Season 3 is often cited by fans as a return to the claustrophobic tension of Season 1. While the shortened episode count frustrated some viewers regarding the pacing of the larger conspiracy plot, the performances—specifically Robert Knepper (T-Bag) and the introduction of Jodi Lyn O'Keefe as Gretchen—received critical praise.

The "Company" (the shadowy organization orchestrating events) blackmails Michael. They have kidnapped his girlfriend, Sara Tancredi, and his nephew, LJ Burrows. To secure their release, Michael must break James Whistler (an Australian inmate) out of Sona.

The season also marks significant character development for:

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