Martel Gordone (Leon Isaac Kennedy), called Too Sweet by his friends because he loves candy, is hitchhiking through the California desert when he's picked up by prostitute Linda (Hazel Spears). When Too Sweet and Linda stop at a roadside diner, they're harassed by a pack of bikers; a fist-fight breaks out, and one of the bikers winds up dead. Too Sweet is charged with murder, and convicted despite his innocence; he's shipped off to a run-down prison where Jesse Amos (Donovan Womack), one of the prisoners, lords it over the other inmates. Too Sweet ends up sharing a cell with Half Dead (Badja Djola), a violent lunatic who is one of Jesse's musclemen. Too Sweet refuses to buckle under to the intimidation dished out by Half Dead and his cronies, even after seeing how they've "turned out" Eugene (Thommy Pollard), another new fish who has become Jesse's sexual slave. Forced to defend himself even though he hates violence, Too Sweet displays a genuine talent for fighting, and is persuaded to take part in the prison boxing tournament, where he could win a night with a woman or even his freedom. However, Too Sweet sees the deck may be stacked against him when he finds out his opponent is the monstrous Half Dead.