"Convict... two things. One - I am Meissner. Two - Never f*ck with  

                       Meissner. Inside. '

The movie begins with Frank Leone (Stallone) and a female, melissa, enjoying spending some time together...before we learn that leone is a serving prisoner as he returns to custody. That night in the prison a number of guards enter his cell and drag him off to a less gentle prison called Rahway State Prison. Once there he meets Warden Drumgoole, who tells Leone that he will make him 'serve hard time'  as leone had previously made a fool of him by escaping his control at a previous prison.  It is at this point that we learn just how sadistic this warden can be when he subjects Leone to the delousing chamber until he is forced to breathe in the powerful toxic elements.

Leone quickly meets and befriends other inmates; namely Dallas, Eclipse and First base and with their help Leone completes a refurbishment of a Ford Mustang. After completing work on the Mustang, Leone and First are talking while the exhausted Dallas and Eclipse rest. First tells Leone that he has never driven before and Leone pushes the Mustang around the shop. First isn't satisfied, and he tells Leone that the experience wouldn't be complete unless he could turn the engine over. Frank reluctantly agrees and First ends up driving the Mustang out of the garage. As punishment, the Warden has Leone and the rest watch as two other inmates destroy the car. Frank is thrown into the hole for six weeks. At the end of the period, Leone is about to get roughed up by a few of the prison guards when Captain Meissner stops them.

After this period Leone gets reacquainted with his friends, and receives a bundle of letters from his girlfriend. The warden, in an attempt to get Leone to do more time, allows some rough inmates to savagely beat First. They end up killing him. When Leone hears about this, his response is to go after Chink, the leader. He beats him to a pulp and is about to drop a laden barbell onto Chink (a crowd of inmates cheering him on) when he restrains himself. Immediately following this, an anonymous inmate stabs a shank into Leone's back. He falls down, and the screen fades.

Leone is transferred to a cell in the infirmary. One night a stranger informs him that the Warden made a deal with him; The Warden will reduce his jail time, and in exchange, this stranger will rape Melissa. Leone goes berserk and tries to escape with the help of Dallas. Dallas betrays him by leading him into the Warden's hands. The Warden then leaves the guards to subdue him; Leone knocks out most of them, and in an act of redemption Dallas kills the last guard by electrocuting a pool of the water he and the guard are in. Leone captures the Warden in his office, and straps him up to an electric chair. He gets the Warden to admit his plot to increase Leone's jail time to Captain Meissner and a team of guards. Meissner makes a judicial inquiry into the matter, and Leone does only the jail time first required of him.....we then see him leave and meet melissa.

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