Henry Pope (Stacy Keach) is different than most prison wardens. He does not see the inmates in the same light as people like Captain Bellick (Wade Williams), and believes more in rehabilitation than punishment. He has been warden at Fox River for eighteen years and in that time has set up several programs for the inmates. Pope has organised an educational program allowing inmates to receive diplomas, and in a few rare cases even bachelor degrees. He also organised Prison Industry (PI), allowing inmates to gain work experience so that when they are released they are less likely to turn back to a life of crime. At the time of Michael?s arrest, Henry Pope had been trying to erect a replica of the Taj Mahal for his wife?s 40th anniversary present. However, not being very knowledgeable in the engineering area, he recruits Michael to help him out upon finding out that Michael is a structural engineer. During this time, their relationship deepens and Henry starts to mistakenly trust Michael, and leaves Michael sometimes unattended, but Michael abuses his trust and uses this time to further his escape plans. Many years ago, while Pope was in Toledo, he had an affair that resulted in the birth of his illegitimate son, Will Clayton. The mother of his child didn?t want Pope to have anything to do with him thus resulting in the fact that he had little or no contact with his son. In this case the apple fell very far from the tree and Will turned to a life of crime and drugs thus resulting in his death at the tender age of 18. Henry has not forgiven himself for his son?s death and believes it is his fault. Pope told his wife Judith about the affair in Toledo, but never told her of the existence of his son Will. Agents Kellerman and Hale tried to use this information as blackmail when they wanted to transfer Michael. However, Pope refused the transfer and told Judith about Will himself. On the night of the escape, when working on the Taj Michael took a vital piece of the structure that without it the Taj would collapse. When Pope called Michael back to check on why the Taj was starting to collapse when moved, Michael took out a shank and forced Pope to transfer Lincoln to the infirmary. Henry was extremely shocked and felt betrayed by Michael because he thought that their relationship was real and felt that Michael had been faking it all along. But Michael did gain respect for Henry, and it did hurt him to wrong the man who had been just and fair to him, as we see the expression of pain of his face when he apologises to Henry for knocking him out in episode 21.