Harry Mitchell is a successful Los Angeles manufacturer whose wife is running for city council. His life is turned upside down when three blackmailers confront him with a videotape of him with his young mistress and demand $100,000. Fearing that the story will hurt his wife's political campaign if he goes to the police, Harry pretends that he will pay the men, but does not follow through.

Suburbanite Ron is spoiled, young and not overly worried about the marijuana charges leveled against him. But, after being made out to be a drug dealer, he faces a five-year jail sentence in San Quentin State Prison. Physically frail and unaccustomed to his rough surroundings, Ron is primed to fall victim to sexual predators and bullying guards – that is, until he's befriended by Earl, a veteran inmate who finds meaning in protecting the vulnerable new kid.