Frank Leone, a skilled mechanic and football player in Hoboken, New Jersey, is a model prisoner nearing the end of his sentence in Norwood, a low security prison. He occasionally spends time outside prison in his garage fixing cars, playing football and spending time with his girlfriend Melissa.
One night, while sleeping in his cell, guards arrive and forcibly take Leone to maximum security Gateway Prison run by Warden Drumgoole. Drumgoole explains to him, that he will serve hard time, because he escaped once from Treadmore and did so on Drumgoole’s watch. He escaped because his mentor and friend was dying; Leone was refused even one hour to see him so Leone escaped to visit him and went to the press about the warden’s treatment of his prisoners, resulting in Drumgoole’s transfer to Gateway and Leone serving five additional years in minimum security before his transfer.
Leone is mistreated by the guards and the boss of the inmates, Chink Weber, who is under control of Drumgoole. There he befriends fellow prisoners Dallas, Eclipse, and First-Base. The foursome refurbish a Ford Mustang, which Eclipse nicknames “Maybelline”. After Leone reluctantly allows First-Base to start the car he refuses to turn it off and drives the Mustang out of the garage. Drumgoole has them watch as inmates destroy the car and Leone is subsequently sent to solitary confinement for six weeks.