Troubled youth Ron Decker (Edward Furlong, American History X) is sentenced to a ten-year stint in the notorious San Quentin State Prison for a drug-dealing conviction. Inexperienced in the ways of prison life, he's taken under the wing of Earl Copen (Willem Dafoe, To Live and Die in L.A), an experienced con with the entire prison in the palm of his hand - inmates and guards alike. But as Ron grows increasingly cocky in his privileged role as Earl's confidant, is he in danger of biting off more than he can chew with some of the jail's more volatile inhabitants?