Harry: I'm gettin' bad. You better get bad, Jack, 'cause you ain't bad, you gonna get fucked!
Fed up with living in New York City, struggling playwright Skip Donahue (Wilder) and his best friend, out-of-work actor Harry Monroe (Pryor), decide to drive to sunnier, friendlier Los Angeles. They end up getting framed for a bank robbery in Arizona and are sentenced to state prison for 125 years! While waiting for their appeal, Skip and Harry must get through mean guards, an overly friendly gay convict (Georg Stanford Brown), and a scary, bald behemoth named Grossberger (Erland Van Lidth). When the corrupt warden Beatty (Barry Corbin) sees that Skip is the only prisoner that can ride his mechanical bull at full power, he tries to force him to participate in the annual rodeo competition.
This film provides examples of:
- Big "WHAT?!": Harry's response to learning the guy next to in the prison hospital had one of his nuts removed by mistake: "SAY WHAT?!!!"
- Brooklyn Rage: Part of the reason Skip wants to move to LA is that New Yorkers are so unfriendly and hostile to each other.
- Camp Gay: Rory (George Sanford Brown), who keeps calling Harry "My dear" and making passes at him.
- Corrupt Hick: The warden and the head guard. The warden of the competing prison is apparently just as bad, and it's heavily implied that the entire justice system is blatantly corrupt and many of the inmates have been railroaded.
- Dissonant Serenity: The young black prisoner in the bed next to Harry in the hospital wing is incredibly nonchalant about having a testicle removed by mistake! (shrugs)"Ain't nothin' I can do about it now."
- The Dreaded: Grossberger. He is so feared by the rest of the prison population that no one wants to get in his way. In one scene in the prison cafeteria, as Grossberger wanders around the room looking for some salt, the inmates occupying those tables practically leap out of their seats to get away from him.
- Go Mad from the Isolation: Subverted where the guards puts Skip in a small, dark box for a few days of solitary confinement expecting to find him a crazy mess when they bring him out. Instead he asks for one more day: "Please, I was just beginning to get into myself!"
- Great Escape: Skip, Harry and a few fellow inmates plan an escape during the prison rodeo. ironically Skip and Harry learn they've been found innocent once they manage to get away.
- Groin Attack: Skip and Harry are in a restaurant when a tall man and short taxi driver burst in arguing because the man refuses to pay the driver. Skip decides to be a good Samaritan and walks over to defuse the situation. Just before he gets there, the taxi driver grabs the man 'down there' with a pair pliers and twists, which Skip fails to notice. Of course, the man is now far more co-operative and pays the taxi driver, all while Skip is talking calmly to them both. When the driver releases the pliers and both men leave, Skip walks away thinking it was all his doing.
- Hello, Attorney!: Meredith (JoBeth Williams), the surprisingly hot cousin of Skip and Harry's lawyer who's working with him to prove their innocence (she's actually a social worker, not an attorney, but same diff). Skip is immediately attracted to her.
- Marijuana Is LSD: In the beginning when Harry is working as a waiter at a fancy dinner party, his stash of grass is mistaken for oregano and put it into the food. We next get a scene of rich white people tripping.
- Naked in Mink: An early scene has Skip, moonlighting as a department store detective, accusing a female customer — who's also an actress he recognizes — of pretending to shoplift a dress, discarding said dress in the trash, and trying to leave the store with nothing on beneath her overcoat. We subsequently learn he was fired from the store without finding out if any of his accusations were true.
- Prison: The movie was filmed in a real maximum security penitentiary in Arizona. Richard Pryor talks about it in his concert film Live at the Sunset Strip.
- Unspoken Plan Guarantee: The audience learns very little about the plan to escape from the rodeo until after it happens. We don't even learn the identity of the Latino man who assists them until they've already escaped. Turns out he's Jesus' brother
- Vocal Dissonance: Grossberger is a big mean looking giant but sings like an angel.