Wealthy but fraudulent real estate agent Stan Minton (Rob Schneider) is arrested for fraud and sentenced to three years in prison. Before his term starts he works with a martial arts instructor (David Carradine) so that he can defend himself from prison bullies. He challenges the violent leaders of the prison gangs and defeats them, in the process creating a peaceful atmosphere in the prison yard. Crooked Warden Gasque (Scott Wilson) convinces Big Stan to help him with his own schemes, promising him an early release.
Kevin Gage plays Bullard, a prison guard. He plays opposite Rob Schneider, who stars and directs. He also has scenes with Scott Wilson, who played the base commander in G.I. Jane.