A middle-class 20-year-old is sent to the brutal Eastern State Penitentiary after being convicted for drug dealing. Finding himself alone in an environment where life is cheap and violence lurks around every corner, Ron is befriended by hardened long-term prisoner Earl Copen (Willem Dafoe), a man respected and feared in equal measure by his fellow inmates. An uneasy friendship develops between the two creating an air of menacing tension. The pair's unconventional relationship is finally tested to the limits when their involvement in the murder of a fellow inmate leads to an audacious escape plan.