Frank Leone (Stallone) is a convicted criminal who is nearing the end of his sentence for model behavior. One day he is sent to the maximum security Gateway Prison on trumped-up grounds by the vindictive, brutal Warden Drumgoole (Sutherland). Drumgoole still has a bone to pick with Leone over humiliating him by escaping one of his prisons years ago, and wants nothing more than to see Leone rot in prison for the rest of his life. As Leone tries to sit out the remainder of his sentence, Drumgoole resorts to increasingly evil means to make sure Leone's stay will be a living hell.
This film provides examples of:
- Award-Bait Song: "Ever Since the World Began", by the late Survivor vocalist Jimi Jamison.
- Better to Die than Be Killed: Something that Dallas decides to do upon learning he will be Rewarded as a Traitor Deserves, he takes the first opportunity to save Frank from Manly but at the cost of his own life.
- Big Bad: Warden Drumgoole causes the conflict by endlessly hounding Frank for the purposes of petty revenge.
- Bowdlerize: Chink Weber's name gets censored in syndicated airings.
- Cool Car: A newly rebuilt 1965 Ford Mustang repainted from white to red christened Maybelline, courtesy of Eclipse; too bad it gets destroyed.
- Dead Man's Switch: In the climax, Frank takes Drumgoole hostage and throws him into the reactivated electric chair in the prison's defunct death row section. Then he ties his hands to the switch, so he can make his speech about all the bad things the Warden did to the guards while they're unable to shoot him. Frank was bluffing. The chair was never active.
- Despair Event Horizon: Frank Leone gets this when Chink's goons bust up the car; at least, the former was more brave than them.
- Didn't Think This Through: Drumgoole never seems to realize that his revenge scheme would lead to his own downfall not one bit throughout the film.
- Disproportionate Retribution: Prisoner escapes in his last two weeks at Treadmore to visit his dying friend and exposes your misconduct? And he gets another five years? If you're Warden Drumgoole, that's obviously not enough; the answer is to get the prisoner randomly transferred to a Hellhole Prison, repeatedly attacked, stabbed, hassled, and tortured, murder his best friend to provoke him into lashing out, and lure him into a trap to extend his sentence by threatening to have his wife raped.
- The Dragon: Chink Weber serves as one for Warden Drumgoole in place of Meissner, the chief guard, who is simply not willing to go along with outright illegal orders. As a result, Drumgoole has to hire out to the leader of the local prison gang to be his hitman.
- Driven to Suicide: At least Dallas took Manly with him via an Electrified Water Pit
- Forced to Watch: After convincing First Base to stop the escape attempt, Drumgoole orders the car to be destroyed by Chink's gang in front of many inmates, including Frank.
- Foreshadowing: Frank, after bemusedly listening to Dallas' escape plan, points out all the things that are wrong with it, leaving a frustrated Dallas to dispose of the copy of the prison blueprints that he had swiped down the cistern pipe leading to the prison's sewer works... Frank gives said pipe a long, meaningful look before leaving the area. Subverted when Frank doesn't even bother escaping the prison at all, but leaves hints that that's how he went out.
- From Bad to Worse: The Mustang's destruction was the tip of the iceberg.
- Hellhole Prison: Gateway Prison. It already had a reputation as this before Drumgoole came along.
- I Lied: Drumgoole promises one of Frank's friends, Dallas a reduced sentence if he'll betray him at the right moment. When he does, he declares that they "don't make deals with prisoners", and has him thrown back into genpop.
- Improvised Weapon: To kill First Base, Chink's gang uses a stacked barbell to break his neck by dropping it on him; almost happens to Chink himself as a result.
- I Will Show You X!: In the climax:Leone: [to Drumgoole] You're gonna give me a guided tour through hell? I'll SHOW you hell!
Drumgoole: You're scum, Frank.
Leone: Shut up! I'll show you scum.
- Karmic Death: Defied not just because Chink doesn't die but because doing so would increase Frank's sentence.
- Laser-Guided Karma: At least Drumgoole gets his and may apply to Chink's gang and some guards after the movie ends.
- Man Bites Man: During Frank's fight in the yard with Chink Weber (the thuggish convict played by Sonny Landham), he bites the man's arm when he nearly drives his shiv through Frank's neck.
- Oh, Crap!: Frank has one when he realizes that Dallas lured him into a trap with several guards lead by Drumgoole in an attempt to increase the former's sentence.
- Police Brutality: Only Meissner and Braden draw the line into averting this at Gateway.
- Rape Is a Special Kind of Evil: The threat of his girlfriend being raped is what sets off Frank to escape; see Tricked into Escaping
- Reasonable Authority Figure: The Captain of the Guard, Meissner is a much more reasonable figure than the sadistic Warden, willing to follow orders and treat the prisoners as roughly as he thinks is necessary but doesn't believe in punishing someone beyond their sentence. When Frank ultimately takes Drumgoole hostage and exposes his corruption, he orders his men to arrest the Warden and makes sure Frank will be able to sit out the rest of his sentence in peace.
- Reassigned to Antarctica: Being made the Warden of Gateway Prison is this for Drumgoole; he absolutely hates the prison for its bad reputation.
- Restrained Revenge: Frank Leone's style. He refuses to kill a murderer, settling for beating him up in front of the whole yard. Frank is aware that Drumgoole will see to it that his sentence is extended if he murders another convict. Even Drumgoole himself, despite everything awful he did, is simply humiliated and forced to incriminate himself instead of actually getting electrocuted by Frank.
- Revenge Myopia: Drumgoole wants to destroy Frank's life for humiliating him at Treadmore and getting the Warden transferred to the hellish Gateway Prison. When Frank points out that he partly did it to expose the Warden's corruption and brutality at Treadmore, Drumgoole dismisses it.
- Sinister Shiv: The gang that is trying to hassle Frank can usually be seen with these; after defeating their leader, Chink Weber in a fight, Leone is suddenly stabbed by another prisoner and spends several weeks in the infirmary.
- Sword over Head: A variation is used, since swords aren't exactly common in prison: after winning a football game against gang leader Chink Weber, who made it personal by killing First Base, Frank places him on a bench press and holds the weights over his head, ready to drop it. Despite much prompting from the prisoners and even a distant Warden who's looking on from his office window, Frank realizes that killing the man will put him away for life and relents. He gets shivved for his troubles.
- Tautological Templar: The Warden is determined to destroy Frank's life. He'll go to any means to assure this, because he seems to think that as the Warden, he's always the hero and as the prisoner, Frank is always the bad guy. This goes to the point of justifying murder of Frank's friend First Base as another means to provoke Frank into getting himself "the punishment he deserves".
- This Is for Emphasis, Bitch!: The line that gets Frank to play the football game.Chink: When are you going to paint your nails and answer the name bitch?
- Tricked into Escaping: Frank is told that his girlfriend is in danger and he accepts help in escaping prison so that he can save her; however, it's all a trick by the Warden Drumgoole, who has a grudge against Frank and knows that the escape attempt will cause Frank's prison term (which is nearly up) to be extended.
- Unnecessary Roughness: The muddy football game Frank gets coerced into.
- [Verb] This!: "Rape this..."
- Wardens Are Evil: Warden Drumgoole (played with gleeful smugness by Donald Sutherland) has a grudge against Stallone's character Frank Leone for getting him demoted by successfully escaping a previous prison he was responsible for (because he refused Leone the chance to see his dying friend, even with armed escort). Frank just wants to sit out his remaining time and reunite with his girlfriend after his release, but the warden would like nothing better than to see him in prison for life or on the electric chair. He tries to provoke Frank throughout the entire film so that he'll lash out and turn himself into a lifer, even murdering Frank's best friend, First Base and pulling a Batman Gambit on Leone to make him try to escape, involving threatening his girlfriend with rape.
- What Are You in For?: Leone inflicted a Restrained Revenge on the men who beat up his mentor Galetti; First Base's cohort died in a botched robbery, leaving him with a double life sentence, eligible for parole in 400 years.