Plot

Frank Leone a skilled mechanic and footballer, is a model prisoner nearing the end of his sentence in a low-security prison. One night while sleeping in his cell, guards arrive and forcibly take Leone to maximum security Gateway Prison

Rahway State Prison

East Jersey State Prison , originally Rahway State Prison, was established in 1896 as the first reformatory in New Jersey. It is a maximum-security institution operated by the New Jersey Department of Corrections, housing approximately 1,900 men .The prison is actually located in Avenel in...

. Warden Drumgoole (Donald Sutherland

Donald Sutherland

Donald McNichol Sutherland, OC is a Canadian actor with a film career spanning nearly 50 years. Some of Sutherland's more notable movie roles included offbeat warriors in such war movies as The Dirty Dozen, , MASH , and Kelly's Heroes , as well as in such popular films as Klute, Invasion of the...

) claims that Leone will serve hard time -- it is revealed that Leone was the only person to escape from Treadmore and did so on Drumgoole's watch. Leone escaped because his mentor and friend was dying; Leone was refused even one hour to see him. Leone went to the press about the warden's treatment of his prisoners, resulting in Drumgoole's transfer to Gateway and Leone serving in minimum security before his transfer.

Leone befriends fellow prisoners Dallas (Tom Sizemore

Tom Sizemore

Thomas Edward "Tom" Sizemore, Jr. is an American film and television actor and producer. He is known for his roles in films such as Saving Private Ryan, Strange Days, Pearl Harbor, Heat and Black Hawk Down....

), Eclipse (Frank McRae

Frank McRae

Frank McRae is an American actor and former professional football player.McRae was born in Memphis, Tennessee. McRae graduated from Tennessee State University with a double major in drama and history. He was a defensive tackle for the Chicago Bears in the 1967 NFL season.Among his acting roles are...

) and First-Base (Larry Romano

Larry Romano

Lawrence John Romano better known as Larry Romano, is an American film and television actor.Born on July 31, 1963 in Staten Island, New York, he was a regular on NYPD Blue and the sitcom The King of Queens, on which he played "Richie Iannucci". He also played First Base in the motion picture Lock...

). The foursome refurbish a Ford Mustang

Ford Mustang

The Ford Mustang is an automobile manufactured by the Ford Motor Company. It was initially based on the second generation North American Ford Falcon, a compact car. Introduced early on April 17, 1964, as a "1964½" model, the 1965 Mustang was the automaker's most successful launch since the Model A...

, which Eclipse nicknames "Maybelline." After Leone reluctantly allows First-Base to start the car he refuses to turn it off and drives the Mustang out of the garage, Drumgoole has them watch as Chink and other inmates destroy the car. As punishment, Leone is confined to solitary confinement in a small, roach-infested chamber for six weeks. After weeks in the hole, Leone is getting beaten by prison guards when Captain Meissner (John Amos

John Amos

John Amos is an American actor and former football player. His television work includes roles in The Mary Tyler Moore Show, Good Times, the miniseries Roots, and a recurring role in The West Wing. He has also appeared on Broadway and in numerous motion pictures in a career that spans four decades...

) stops them. Meissner learns that the warden ordered the beating.

Leone gets intimidated by prisoner Chink Weber (Sonny Landham

Sonny Landham

William M. "Sonny" Landham is an American movie actor and political candidate.-Acting career:At the beginning of his acting career, Landham was an actor in pornographic films...

), who shows off his belt buckle (a Ford Mustang symbol). Chink steals Leone's food in the mess hall and taunts him.

Drumgoole apparently has ordered that letters addressed to Leone from his girlfriend Melissa (Darlanne Fluegel

Darlanne Fluegel

Darlanne Fluegel born is an American actress.Fluegel appeared in the TV series Crime Story and the final season of Hunter. She was featured in Sergio Leone's 1984 film Once Upon a Time in America as Robert De Niro's girlfriend Eve , and in 1986's Tough Guys as Kirk Douglas' girlfriend...

), be stashed away, but Braden (William Allen Young

William Allen Young

William Allen Young is an American actor best known for playing a role of Frank Mitchell on UPN's Moesha in 1996 and directing a few episodes of the show, and made a guest appearance on UPN's The Parkers as Frank Mitchell...

), the prison's sole conscientious guard, gives them to Leone. The warden wants an excuse to slap Leone with more time, so he allows Chink and his bullying friends to kill First-Base in the gym. Leone fights and defeats Chink, but doesn't kill him because he knows that's precisely what Drumgoole wants. Then one of Chink's friends stabs Leone from behind with a shank

Shiv (weapon)

A shiv is a slang term for any sharp or pointed implement used as a knife-like weapon. However, the word in practical usage is frequently used when referring to an improvised bladed weapon. Shivs are commonly made by inmates in prisons across the world...

.

Leone recovers in the prison infirmary where Wiley (John Lilla) claims to be an old friend from Treadmore. He says that Drumgoole actually has agreed to reduce Wiley's jail time if he will rape and murder Melissa. Leone goes berserk. Dallas offers to help Leone escape and plays along but eventually delivers Leone right into Drumgoole's hands.

Drumgoole says he does not make deals with prisoners; Dallas will rejoin the prison population, who now know he is a "stool pigeon." Dallas attacks Drumgoole, whose guards pummel and almost kill the snitch. The warden leaves his men to subdue Leone, who is enraged when he finds out that Drumgoole wanted him to try and escape so he would receive a mandatory 10-year sentence for the second escape attempt.

Wiley shows up as one of Drumgoole's guards. The guards attempt to shove Leone's face into a cloud of hot steam, but Leone pulls one of the guards into the steam instead. He knocks out Wiley and fights Manly defeats him and goes to help Dallas who is dying but apologetic. Leone is then attacked from behind by Manly (Jordan Lund

Jordan Lund

Jordan Lund is an American stage, film and television character actor. He played the tyrant prison guard Manly in Lock Up.Lund was born in Long Island, New York, the son of Miriam and Marvin Lund.-External links:...

) and Dallas, who is already dying, electrocutes himself and Manly with a high-voltage cable.

Enraged, Leone steals into Drumgoole's office and takes him to the room with the electric chair

Electric chair

Execution by electrocution, usually performed using an electric chair, is an execution method originating in the United States in which the condemned person is strapped to a specially built wooden chair and electrocuted through electrodes placed on the body...

. Leone activates the generator and secures his hand to the switch. Captain Meissner, Braden and their men point their guns at Leone, but if he is shot he will trip the switch and kill Drumgoole. The warden confesses to his plot to increase Leone's jail time. Frank pulls the switch, but nothing happens because Leone removed the main fuse. Meissner's men cuff Frank, whom the warden orders taken to the hole. Meissner and Braden take Drumgoole into custody, though the warden insists that he merely played along with Leone.

Meissner makes a judicial inquiry into the matter, and Leone serves only the jail time required of him in the first place. Frank leaves prison to the cheers of his fellow inmates. He meets up with Eclipse one last time, and receives a Cuban cigar which supposedly was given to Eclipse by Fidel Castro

Fidel Castro

Fidel Alejandro Castro Ruz is a Cuban revolutionary and politician, having held the position of Prime Minister of Cuba from 1959 to 1976, and then President from 1976 to 2008. He also served as the First Secretary of the Communist Party of Cuba from the party's foundation in 1961 until 2011...

. Leone parts ways with Meissner, saying that he will miss the tough captain's "incredible smile." Frank exits Gateway and embraces the waiting Melissa.