movie trailer ( - quicktime)

The movie begins as we see Col. Winter (James Gandolfini) getting ready for his new prisoner. This isn't any ordinary prisoner. It's Gen. Irwin (Robert Redford), a 3 star general being sent to Gandolfini's military prison for disobeying an order and costing 7 men their lives. More importantly, Gandolfini can't wait to show Redford his military memorabilia collection.

Redford arrives as all the prisoners watch in awe as he is escorted to Gandolfini's office. They take bets on how long he'll last.

Gandolfini introduces himself and gives Redford the general rundown of how things work in this prison. The most important rule is that there is no saluting. These men are no longer soldiers but instead, simply prisoners. He also explains to him about a rock wall in the middle of the prison yard that he has the men work on. He tells Redford that it's a piece of the original prison that the men are proud of.

Gandolfini leaves the room to find a book Redford wrote because he wants it autographed and added to his collection. As he's out of the room, he hears Redford tell his assistant that any man with this type of collection has never set foot on a battlefield. Gandolfini is no longer a fan.

In one of his first days in the prison yard, a mentally challenged prisoner (Aguilar) salutes Redford. Redford tells him to stop but he can't. Redford learns this man's story and feels sorry for him and kind of takes him under his wing. the next thing you know, this man is being reprimanded by having to stand in the saluting position for the rest of the day and night, in the rain.

Redford protests this, especially after the penalty goes into the next day. He explains to Gandolfini that this is against the rules of prison conduct. Gandolfini agrees and instead punishes Redford by having him move a pile of rocks from one end of the yard to the other. The inmates are sure that this will be his breaking point. Redford impresses the hell out of everyone and finishes the pile. He has won over most of the prison population.

The son of one of Redford's men in Vietnam is also in the prison. He (Yates) is a former helicopter pilot. Yates explains to Redford about how Gandolfini runs the prison. He tells of the men that have died from being shot in the head by rubber bullets. He would like Redford to tell someone about it.

The next day Redford convinces the older prisoners to listen to Aguilar about how to properly build the stone wall. Aguilar's father was a mason and he knows how to properly build it.

They all pull together and build an absolutely perfect wall. They are so proud of it they let Aguilar sign his name on the last rock. Redford has now earned all the respect of the men and they are treating him like a General. Instead of saluting him, they start a salute then simply brush their hair with their hand. This infuriates Gandolfini. He orders the wall to be demolished. Aguilar stands in front of the bulldozer to stop it from destroying the wall. When he won't move, Gandolfini orders him shot (in the head) with rubber bullets and he is killed "accidentally."

Redford demands to speak with a friend of his, Gen. Wheeler (Delroy Lindo). Delroy listens to Redford and tells him he needs more proof before he can do anything about Gandolfini.

A few days later Redford realizes that one way a prison commander can be relieved of his duties is by losing control of his prison.

Redford hatches a plan and everyone agrees to go along with it. Everyone that is except for Yates.

Gandolfini realizes that Yates knows something and brings him to his office. He offers to let Yates out of Prison in 3 months rather than 3 years if he will give him information. Yates explains to him that Redford is planning to overthrow the prison. Gandolfini sends Yates out to get more information.

The next day Yates comes back and tells Gandolfini that he doesn't really no anything else except that Redford plans to fly Gandolfini personal American flag upside down when he's done. Gandolfini checks his handcrafted box where he keeps his flag and discovers that it's missing. Yates tells him he took it the other day when he was in the room. Gandolfini sends Yates to solitary until he finds the flag.

Gandolfini sends all his guards into the cell house to find the flag. He orders all the prisoners out into the yard while almost all his guards check their cells.

This is all falling right into Redfords plans as he chains the door closed, trapping all the guards inside. He then begins shooting fire bombs at the guard towers.

Another of Redford's men gets a phone and calls Delroy Lindo and tells him that the prison is out of control and needs help.

Next we discover that Redford's men had been building a middle ages type rock launcher. They begin launching heavy stones through Gandolfini's giant picture window where he had been observing all the action. The final rock destroys Gandolfini's military collection. This was the rock with Aguilar's name inscribed on it.

Gandolfini retaliates by bringing in the water cannon. The prisoners are ready for it as they use all the lunch trays to fend off the oncoming water.

Next, Gandolfini brings on his heavy artillery. Up comes a helicopter that starts firing on the men. Redford's men then launch a grappling hook from the water cannon and Yates climbs up and takes over control of the helicopter.

The guards on the last remaining tower prepare to shoot down the helicopter but Yates wipes them out with the tail of the copter which also causes him to crash in the middle of the yard although he survives.

Redford goes over to the rockpile, moves a few rocks and takes out the hidden flag. He has his men line up. It looks as though he's won. The prison is on fire and the prisoners have taken over.

Gandolfini enters the yard. Up above, the remaining sharpshooters are on the rooftops aiming at the prisoners. He orders the prisoners on the ground. No one moves. He gives them one more chance but still no one moves. As he is about to order the sharpshooters to begin fire, Redford speaks up. He tells his men that it's over.

Redford, holding the flag, approaches the flagpole, Gandolfini order his men to shoot him. No one does. Redford begins to hang the flag and as he's raising it, Gandolfini shoots him. Redford keeps raising the flag and finally dies as the flag reaches the top.

The men all look up and begin saluting the flag.

As Delroy's men enter the flaming prison yard, we see that Redford had raised the flag right side up.



You can send in your spoiler to other movies by going here.
Send your questions or comments about this or any other spoiler to:

Poster and photos provided by : Yahoo! movies