Burk (Goldberg) and Twitch (Kurupt), are two inmates serving time at Craton Prison, a notoriously tough and violent penitentiary ruled by rival gangs. When a riot breaks out and the prison goes into lockdown, the two must form an unlikely alliance to stay alive. Together, they navigate the hostile gang territory under the watchful eye of unsympathetic prison guards, in order to learn the identity of the inmate responsible for the riot. Eventually Burk discovers that gang leader, Cortez, is behind the riot and find that he's taken two hostages: Cherise, Twitch's fiancee and Ellie, Burk's daughter. Twitch and Burk find they must work together in order to save their loved ones and bring Cortez down.