Though serving a prison sentence for using his computer to embezzle from an international corporation, Dodge (Stephen Baldwin) still thinks of himself as an ordinary criminal. His fellow convict, Piper (Lawrence Fishburne), whose basic decency leads him to protect Dodge from an assault by another prisoner, thinks the same. Neither Piper nor Dodge particularly like each other; matters are not improved when they are chained together. When a prison riot transforms into a break-out opportunity, they get to know one another better on the run, and neither is any too thrilled about it. The action soon grows fast and furious when they realize that they are not only on the run from the usual police authorities, but from several different kinds of police and a gang of mobsters, whom Dodge has unknowingly endangered.