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After being convicted of manslaughter, drunk driver Kent Marlowe (Robert Montgomery) is inducted into the rigors of prison life. He befriends fellow cons "Machine Gun" Butch Schmidt (Wallace Beery) and John Morgan (Chester Morris). Together they bristle at the prison's deplorable conditions and especially the inhumane policies of their cruel warden (Lewis Stone). Rising tensions culminate in a prison riot that may shake the institution to its core.