Bob Lee Swagger (Ryan Phillippe) continues digging into his father’s past while babysitting Harris Downey (Jesse Bradford) so that Nadine Memphis (Cynthia Addai-Robinson) and Isaac Johnson (Omar Epps) can keep shaking the Atlas tree. Swagger tries to turn up the heat on Bama Cattle, but only manages to poke the bear. Red Bama Jr. (Eric Ladin) gets a thoroughly emasculating visit from his father, Red Bama Sr. (Gerald McRaney), who chastises him for going after Swagger and missing. It turns out Sr. is Undersecretary for the Department of Agriculture for the past three administrations, and it can’t be a coincidence that’s where the missing Carlita Cruise worked.
Kill list member meet-up
After Memphis and Johnson deliver Harris to Swagger in Texas for safekeeping, they visit another address for Carlita Cruise in Baltimore, Maryland. She’s waiting for them. She tries to convince them she wants to help, noting the only way off an Atlas kill list is to kill Atlas. She explains that half the agents in Atlas don’t even know who they work for, so to get anywhere up the Atlas chain they need access to a cleaner who has more direct contact with the bosses. She proposes using herself as bait.
Red Bama Sr. means business
In Texas, Swagger drags Harris along to rattle Rick Culp, the guard who was on duty the day Jimmy Poole escaped, now the warden. Culp stumbles out of a bar early in the morning and after a brief confrontation, they follow him to directly to Bama Cattle, where he tries to shakedown Red Bama Jr. for more money. Senior ends the negotiation with a knife to Culp’s neck. He’s concerned about staying on schedule. Driving away, Harris is bothered that Swagger knew what might happen to Culp and didn’t intervene, but Swagger says Culp made his choice 30 years ago. They follow the Bamas to their country club. Swagger strolls up and asks about Atlas and why Sr. paid Culp to let Jimmy Poole walk out of prison. Sr. insults and taunts Swagger, but gives up nothing, other than a sly suggestion that Earl Swagger may have had a relationship with Edie Poole, Jimmy’s wife. Sr. does a double take when Swagger introduces Harris, but Swagger gets nowhere before they’re thrown out.
Trying to draw out Atlas to trace it to its source
Johnson and Memphis stake out Carlita as she does an Atlas drop. They follow her as she is followed by an agent, then exchange gunfire with him while Carlita doubles back to get the cleaner following them all. She grabs his secure phone and demands to know where Rousseau is. When the cleaner won’t talk, she shoots him and disappears. Johnson and Memphis head back to Carlita’s safe house and are barely surprised when she’s not there. But they find she left them her passcode generator to go with the secure phone as a lovely parting gift.
Earl Swagger’s highly classified military history
In a series of flashbacks from Earl Swagger’s files, we see that after a particularly heroic mission, a man named Rousseau recruited Earl for something he promised would lead to a better life. In the Intelligence Program training, Rousseau reveals that Earl Swagger is there for his leadership abilities, the way men follow him without question. For part of that training, Earl and his men, including one named Colby, were held in bamboo cages in the blistering sun without water to test their resolve. Earl passed and is eventually welcomed to “the family.” Colby quit, but his name is the only one in Earl Swagger’s file, so Harris and Bob Lee pay him a visit. (While walking up to Colby’s house, Harris suggests they try a “Simon & Simon” approach – a winking reference to the 1980s detective show that starred Gerald McRaney.)
Colby recognizes Bob Lee immediately and tells him that after they got back, Earl came to him asking about the men running the unit. He was killed two weeks later. They’re interrupted when an SUV pulls up and Bama Cattle men pour out shooting. Colby and Swagger fire back but Colby is hit. He tells Downey to grab his shadow box of medals, and points them to a trap door exit before he dies. Outside, Swagger barks at Downey to run for the car, but Downey gets brave along the way and tackles one of the gunmen. They grapple for his gun while Swagger goes hand to hand with Bert Sallinger, with Swagger finally finishing him. Downey manages to get the gun and fires, killing the man and ending up covered in blood. Swagger points out the men were coming for Downey, too; he must know more than he thinks.
Both sides regroup after another failed attempt on Swagger’s life
Red Bama Jr. joins his father in his office, gloating that it’s not so easy to kill Bob Lee Swagger. His father does not appreciate his tone, and grabs his son by the neck, telling him Sallinger is dead because of his mistake. “Don’t you go peacocking around me again or I’ll feed you to Swagger myself,” his dad snarls. Meanwhile, back at the Swagger ranch, Bob Lee notices a Phoenix program patch in Colby’s shadow box. It matches the one buried with his dad. Then Downey remembers that Sen. Addison Hayes used to meet with a bunch of old Phoenix guys once a month. They realize that Phoenix became Atlas, and Earl Swagger was one of the founding fathers.