A futuristic prison movie. Protagonist and wife are nabbed at a future US emigration point with an illegal baby during population control. The resulting prison experience is the subject of the movie. The prison is a futuristic one run by a private corporation bent on mind control in various ways.
In a futuristic USA, it's forbidden to give birth to more than one child for each woman. As usual, you can escape to Mexico to avoid the authorities in USA, which is exactly what John and Karen Brennick were trying to do when Karen is pregnant with her second child (their first child was born dead). When they think they have made it they are discovered and put to prison (for 31 years), a modern prison called the "Fortress" where the prisoners are controlled by lasers, neutron-cannons, cameras, mind-scanners and electronic pain-causing devices in their stomachs. With those odds, John still plans to escape with his wife.
- In a dystopic future society, married couples are allowed to become pregnant only once and are not permitted to become pregnant again even if the baby doesn't survive gestation or delivery. A faceless corporation called MenTel controls society, including its prisons. Couple John and Karen Brennick have had one failed pregnancy and are forbidden to have another, however she becomes pregnant again. In the film's opening scene, the couple are attempting to pass a security checkpoint while traveling to a safer region. Though they're careful to protect Karen's abdomen from detection, the guards become suspicious and try to stop them. They are captured and sentenced to a MenTel prison.
John arrives at the penitentiary, a vast underground facility where treatment is harsh and punishments are brutal. He is ushered through the initial check-in where a small device is forcibly inserted down his throat: an "intestinator", which causes extreme abdominal pain when a punishment order is issued. The device can also be triggered to detonate in cases of extreme punishment, which John witnesses soon after he & the other prisoners are implanted; a prisoner, who becomes hysterical and crosses a safe-zone, is killed when his abdomen explodes.
John is put into general population with some of the prison's worst inmates. In the cell that he shares with three men a hulking man, Stiggs, lords over the cell. John is forced to sleep on the floor. During his first night, he dreams of a sexual encounter with his wife and is interrupted by the prison's control system, ZED-10, which can enter the minds of inmates who have inappropriate thoughts. The prison's director is a man named Poe, who oversees ZED's operations.
John also runs afoul of another hulking inmate, Maddox. Maddox attacks John and the fight, which would normally be stopped by intestination, continues when Poe cancels the punishment order. The two men battle across the walkway that leads out of the cellblock. The walkway is retracted and John wins the upper hand, causing Maddox to fall off the walkway where he hangs on by one hand. John pulls the man up, saving his life, however, Poe orders a powerful weapon called the splattergun to target Maddox' intestinator: the man's abdomen is blown out and he falls to his death. John is immediately intestinated along with dozens of other prisoners. While John writhes in pain, he notices that Maddox' intestinator lies nearby, undamaged. As he's dragged away to isolation, he passes it to one of his cellmates, Abraham, who holds it for him.
John is subjected to physical and mental torture in isolation -- he is encased in a pod that feeds him hallucinatory visions that bombard his senses. After spending several weeks there, he's returned to his cell but is catatonic and remains in that state for four months. His other cellmate, Abraham, who works as a housekeeper in Poe's office and living quarters, nurses John. When it seems hopeless to return John to his normal state, John returns, having been encouraged by the thought of his wife, who had gotten Poe drunk on champagne and had accessed ZED, entering John's dreams and breaking his catatonia. John becomes leader of the cell, bumping Stiggs down the ladder.
While John was in isolation, D-Day had taken the opportunity to study the intestinator. He finds that they are magnetic; using Stiggs as a test subject, he uses the freed intestinator to pull the other one out of Stiggs. It causes Stiggs a great deal of pain and nausea but the men realize they can at least free themselves from ZED's & Poe's control. They also have Abraham steal a small crystal from Poe's office, part of a holographic projector which shows construction plans for future prison levels. John forms a plan to have the men escape out of one of the construction sites where they all work. While they study the plans, they crystal is dropped and damaged. Abraham, who'd been up for parole, takes responsibility and may lose his chance at release. He decides to join John and the others in the escape.
Poe becomes attracted to John's wife Karen. He allows her to live in his apartment with her. One day she finds him in a reclining chair, hooked up by leads to ZED; Poe is a cyborg. Horrified, Karen rejects him. Abraham, who'd been listening to their conversation, tells John, who charges Abraham with freeing Karen when the escape is attempted.
The next day when the men report for work, John and Stiggs start a fight to distract the guards at the construction site. While they do, D-Day places all the intestinators he'd extracted from his cellmates on a ventilation pipe. When Poe orders a mass intestination, the intestinators explode, blowing a hole in the duct. John and his crew run for the exit but are stopped by strike clones, prisoners who have been converted into cybernetic soldiers. Stiggs is killed by a clone when he tries to surrender. John and the men are able to overpower one and steal the gun it had built into it's arm. When the splattergun is sent to their level, it cannot track them and they ride it's carriage to the top level.
In his offices, Poe secures the room and traps himself, Abraham and Karen inside. When Karen and Abraham try to kill Poe, he overpowers them and kills Abraham. John, D-Day and their cellmate, Nino arrive at Poe's quarters; Poe shows John that Karen has been taken to an operating room where Karen's baby will be removed from her abdomen by Cesarean section and she will not survive the procedure. John forces Poe to take him to Karen, however, Zed sends the splattergun and Poe is destroyed. Zed tells John and his crew that a unit of strike clones are being sent to their location. D-Day tells John to get him to a computer console and is able to successfully disrupt ZED with a computer virus -- moments later, D-Day is killed by a strike clone. The virus is enough to shut down the lights in the surgical lab and delay the doctors long enough for John to find Karen. John, Karen and Nino escape to the surface where they steal a MenTel truck and drive off, finally arriving in a forested area where Karen goes into labor in an abandoned barn.
Suddenly the truck they stole, still controlled by ZED, tries to run them down. Nino is killed, however, John is able to destroy the truck with the weapon he'd stolen, setting it on fire with the flame thrower. The truck swerves into the barn where Karen had been in labor and explodes. John believes Karen and his child are dead until he hears the child wailing and sees Karen alive; she'd escaped the barn shortly before. John and Karen leave to start a new life with their newborn child.