Sylvester Stallone plays Frank Leone, a convict that is serving the last few months of his sentence. Leone is transferred in the middle of the night to Gateway Prison where he meets with Warden Drumgoole played by Donald Sutherland. Drumgoole is holding a serious grudge since Leone had escaped from his previous prison Treadmore and went to the press about the mistreatment of prisoners at Treadmore. Leone befriends a young inmate nicknamed First Base and finds an enemy with the warden's lackey Chink Weber. Events culminate in a final showdown between Leone and Drumgoole with Drumgoole confessing to his wrong doings. Leone is able to finish his remaining time in prison and go home to his girlfriend Melissa.