Ex-criminal John Flinders (Caan) has been an upstanding citizen a long time. In fact, he's now the warden of the Red Rock prison in Arizona, which is where his old partner, Mike Sullivan (Carradine), has just been sent to serve a life sentence. Instead, Sullivan engineers a bloody jail break and Flinders must set out with a posse to hunt them down. (And as expected, there's a final showdown between the two.)