Helen Hewitt is appointed governor of troubled all-male Barfield Prison. The officers are suspicious and antagonistic, and the prisoners ready to riot against any new rules or regulations.

While sorting out numerous problems at Barfield Prison, Helen and her officers are unprepared for the helicopter that lands in the exercise yard and the resulting outrageous and daring escape of two inmates.

What starts as a practical joke ends in the death of a prisoner, hanged in his cell. First offender Anthony Kelly, along with his cell mates, is now due to stand trial for murder.

The kangeroo court prisoners prepare to stand trial, each charged with the murder of a hanged inmate, and Helen is called as a witness for the prosecution.

As Barfield Prison begins to take shape again, Helen hires several new officers, which leads to racial tensions between the staff members.

When 800 new inmates arrive, Helen refuses to accept that she's been used as no more than a caretaker. In front of the Prison Service, Home Office and potential new governor, Helen, backed by her officers, demands the right to oversee a new regime.