General Irwin (ROBERT REDFORD) is a highly decorated, three-star general who's been court-martialed and sentenced to ten years in a military prison run by Colonel Winter (JAMES GANDOLFINI) and his assistant, Captain Peretz (STEVE BURTON). Resigned to keep to himself and wait out his time, Irwin tries not to make any waves, but can't once he observes how Winter runs the place.
Not only does the Colonel not allow anyone to salute other inmates, and he routinely manipulates the prisoners to show them who's in charge, but some of the former soldiers also claim that Winter is responsible for the deaths of some inmates.
After he sees how the Colonel goes too far punishing Aguilar (CLIFTON COLLINS, JR.), a former marine, Irwin decides he must step in and do something. Doing so, however, puts him in a bad light with Winter who once revered the General, but now sees him as something of a troublemaker.
As former Apache chopper pilot and current prison yard bookie Clifford Yates (MARK RUFFALO) - whose father spent time as a POW with Irwin - watches from the sidelines, Irwin slowly gains the confidence of the various inmates - such as Dellwo (PAUL CALDERON), Beaupre (BRIAN GOODMAN), Thumper (GEORGE W. SCOTT), Thomas "Doc" Bernard (FRANK MILITARY) and
Enriquez (MICHAEL IRBY) - and begins to command a loyal army.
Realizing things are getting out of control, Winter calls in General Wheeler (DELROY LINDO), hoping to convince him that Irwin is delusional and should be removed from the institution. Wheeler isn't convinced, however, and from that point on, it's a battle of wills between the two men as each attempts to thwart the other's efforts, leading to a military style confrontation where only the smartest and best leader will emerge the victor.