Sadistic prison warden Drumgoole (Donald Sutherland) is bent on taking his revenge against Frank Leone (Sylvester Stallone), the only prisoner to have escaped from his institution. He drags the inmate back to his maximum security hellhole and proceeds to have his guards torture him mercilessly. In addition to the warden, Frank tangles with fellow prisoner Chink Weber (Sonny Landham). When Frank learns that Drumgoole plans to kill his girlfriend on the outside, he plots his escape once more.