Sofia and the girls are looking for Penguin while Jim and the GCPD look for Pyg, but he has escaped.
Falcone summons Sofia and the girls. He is not happy. Barbara hears that Sofia sept with Jim. Falcone is working with Penguin. His goal was to save Sofia.
Alfred picks up Bruce from a party.
Jim and Falcone meet about Sofia. Falcone tells him what's going on and that he's taking Sofia home. She kisses Jim before she leaves. While she's getting a rose from the garden a van approaches and someone begins shooting. Falcone is killed. Sofia is shot.
Alfred is watching the news about Falcone when Bruce comes into the kitchen after another night out.
Victor thinks Penguin killed Falcone. Penguin denies it. Tension.
Sofia is in a wheelchair and approaches Jim at Falcone's wake. Victor and Penguin are there. She believes Penguin did it. Victor approaches Penguin's coffin and puts a bullet in the old man's jacket and leaves without Penguin. Bullock shows up and sits behind Jim. He wants to know why Jim hasn't arrested Penguin.
Jim tells Harvey about how he became Captain via Sofia. Bullock gives Jim advice on how to stop Penguin. Let him start a war.
Penguin arrives at the GCPD looking for Jim. He wants to know where Sofia is since Jim took Sofia out. Jim challenges Penguin.
The cops don't turn against Penguin like he wants and they kick him out of the building. Jim Gordon is the boss! A GCPD/criminal war starts.
The girls are tied up when they get an opportunity to escape. They do.
Sofia tells Jim about Martin. Penguin wants to know from Victor how Jim is winning when Jim comes into the club to arrest Penguin for Martin's murder. Penguin tells Jim that Martin isn't dead. Penguin looks to Victor for proof when Victor turns against Penguin and tells Jim that Penguin did kill Martin and will testify against him.
Penguin is taken to jail. Victor is working with Sofia. The girls are there.
Alfred wants to take Bruce to the Alps to clean him up but Bruce isn't going for it. Bruce starts attacking him. They fight. Alfred punches Bruce in the face and Bruce storms out. WTF.
Ed is fighting with his Riddler self again. Tabitha kidnaps Grundy. She tries to get through to him.He doesn't remember. She starts to beat him to force him to remember her.
Jim visits Sofia to ask her not to take control of the gangs and take over. Lazlo shows up. He had been working with Sofia all along. Jim figures out that Sofia put out the hit on Falcone. Sofia shoots Lazlo and points the gun at Jim. This has been a plan of Sofia's from the beginning. Revenge for Jim killing Mario.
Jim takes the other road. He wants to keep control of the GCPD and will let Sofia stay in control of the underworld.
Bruce severs ties with Alfred. He is now emancipated. Alfred refuses to leave but Bruce threatens to call the cops if he doesn't leave.
Tabitha is still trying to get through to Grundy. It doesn't work and she leaves him.
Alfred leaves Wayne Manor while Bruce is out partying.
Jim returns to the GCPD. Harvey is there. He turns in his badge and gun.
Grundy wakes up and isn't Grundy anymore. He's Butch again.
Penguin is in a cell and going nuts. Jerome is in the next cell and offers to help Penguin.