Michael Smith (Kyle MacLachlan) is a guard at the Attica Correctional Facility, following in the footsteps of his father (Harry Dean Stanton). In Attica, there's a thin line between the guards and their prisoners, and Lt. Weisbad (Frederic Forrest) runs the prison coldly and efficiently with little respect for the inmates. When two prisoners, Jamaal (Samuel L. Jackson) and Chaka (Clarence Williams III) complain about conditions, their complaints are ignored. Together they ignite a riot that authorities are powerless to control. This massive and bloody uprising enables the prisoners to take over the entire prison. Guards are beaten and put on display in the main yard while outside the prison wills, a nation waits for news of the revolt. A peaceful solution may still exist through negotiation, but time is running out. As rumors escalate and tension mounts, the threat of bloodshed and revenge on both sides hangs in the air.