A real estate con artist named Stan Minton (Rob Schneider) panics when he learns that he's going to prison for fraud. Stan's fear of jailhouse rape leads him to hire the mysterious guru known as "The Master" (David Carradine) who helps transform him into a creative martial-arts expert. After his incarceration, Stan uses his newfound skills to intimidate his fellow prisoners. He gains their respect, and eventually becomes their leader, bringing peace and harmony to the prison yard. But the corrupt warden has an elaborate plan that could help him turn a profit by turning the prison into a war zone, and Stan is the only thing standing in the way.