The boys finally fix up the old Mustang, and Frank takes pity on First Base, giving him an imaginary driving lesson. First Base pleads with Frank to turn on the engine and then, being a quick learner, speeds off to the quad. After pulling a few doughnuts, Frank manages to drag him out before the guards shoot.
The Warden shows up, and for no reason Frank is blamed and thrown into solitary for 6 weeks.
He's fine with his sentence at first, but slowly starts to lose his mind. When he's beaten up again by the dodgy white guards, Meissner and the only honest guard help him out.
Frank returns to his crew, and to see that the Mustang has been wrecked.
Meanwhile the Warden calls to his office Chink Weber, the fearsome inmate, and we see that Chink's been under the Warden's control all this time. With only days to go, Chink needs to break Frank, and quick.
While Frank's crew are working, First Base is called away to the gym - and cornered by Chink's crew. Frank is warned but gets there too late - he finds his friend's body on the weights bench, with the heavy weights having broken his neck.
Irate, Frank grabs a weight as a weapon and makes it out to the yard. He beats a few inmates before facing off against Weber. Like in almost all Stallone movies, he finally stops being a pacifist, realizes he's a pretty big guy himself, and beats up his enemy. He pins Weber to the outside weights bench and lifts the bar ...
The Warden is watching, willing him on ... but Frank lets him off. Just then he is stabbed with a shank.
Recovering in the infirmary, Melissa is finally allowed to see him, but the guards soon cut short his visiting hours. That night an infirmary inmate pays him a visit -- and reveals that he is being released the next day - and the Warden wants him to pay a visit first to Melissa.
Frank is desperate and manages to get a message to Dallas (Tom Sizemore) that he is ready to escape. As soon as they have their gear ready, they knock out the infirmary guard, and make it down to the network of tunnels we saw before. Dallas leads them in a slightly different direction ... and straight into a trap where the Warden has been waiting for him.
Expecting to be rewarded, instead Dallas is shot (or just beaten) by the big white guard and left for dead. The bad guards then set to work on Frank while the Warden leaves. The infirmary inmate also reveals himself to be one of the guards.
Dallas comes good anyway and sneaks up on the bad guards to even the odds. They struggle and finally the tallest white guard is knocked into the cess pool with Dallas. To make amends and go out like a hero, Dallas electrocutes the two of them.
Frank escapes and triggers the alarms. While Meissner and his men are waiting for him outside, Frank double-backs and enters the Warden's office. He drags him over to the area holding the working electric-chair and straps the Warden inside. Meissner and his men show up - but Frank has strapped his hand to the lever, so they can't shoot.
Frank forces a confession from his enemy, before he slams down the lever - revealing that it was a prank and he had already taken out the voltage charges. No one questions that the Warden was under duress, but instead they just arrest the bad guy.
Frank sees out the rest of his time without much fuss, and has won the respect of Meissner who personally walks him to the gates - where Melissa is waiting for him.