Stan Minton (Rob Schneider) is a con-man working in the unlikely racket of real estate. When Stan is convicted of fraud and on the fast track to prison, he enlists the help of a secretive martial artist (David Carradine), who teaches him how to defend himself against the likely prospect of prison rape. In prison,Stan flexes his deadly martial skills at the inmates and ultimately finds himself as their new head honcho. He rules the prison yard peacefully, but it could all fall down when the evil warden conspires to make usurp Stan and turn all of the inmates against each other for his personal gain.