Plot

The new female warden of a high-security prison faces challenges when an inmate puts up a bounty to anyone who can break him out of jail.

Warden Samantha Brandt's daughter Kit (Jodelle Ferland) has been sent home from school, she comes to mom's office, at Roundwood Prison. Brandt (Diane Neal)is an attractive power suited woman, an Assistant NY DA type, sends her daughter home.

Next morning she wakes and preps for day. The TV news says noted serial killer Vic Miller (Devon Sawa) is coming to Roundwood today. Kit grumbles about her mom's job, and gets dropped at school.

Brandt meets Miller in a paddy wagon and gives him the riot act. Miller is smug and when removed he loudly tells the media he is offering $50million to anyone who helps him escape.

Brandt talks to the school vice principal , apparently she is 29 minutes late for a meeting. She tells the pompous ass to watch the news and let her talk Kit but the teen won't say what trouble she is in.

An armed man attacks the prison, shoots a guard, then is shot by rooftop guards. A bullet hits the Warden's window.

Brandt has an angry telecon with her boss, Director of Corrections Dirkson (Dave Brown). She wants overtime and more staff to help.

She goes to see Miller in his lone cell. Miller is confident more potential rescuers will be coming.

Dirkson arrives at the prison and says he is not calling in the National Guard. A CSI team is working at the shooting scene.

Dirkson calls the Governor to update, while three CSI enter the building, take off their jackets to reveal fake guard uniforms. They take over the first guard station at gunpoint. On walking out with Dirkson Brandt notices the three new guards, she radios her Office to send support.

Two fake guards are surprised to find Miller missing. Brandt arrives , they attempt to force her to take them to Miller. A prisoner, Quaid McCullough (Ernesto Griffith), grabs one guard through his cell door, Brandt disarms the other. The third fake is quickly surrounded and captured.

Kit sees the TV news about two breakout attempts and one death at the prison.

Dirkson and Brandt argue again, Dirkson tells her this is political and they can't show they need help.

A tall Mr. Russo visits Brandt and talks about Miller. He suggests she put Miller in the general population overnight, Russo is a parent of one of Miller's victims.

Kit arrives at the prison on her bicycle. Kit was worried Brandt was dead and is distraught, wanting her mother to come home. She blames Brandt for ruining her marriage by choosing the prison over family. They go to Brandt's office for a quieter talk. Brandt sees activity by the gate. She warns her admin assistant Amy and Kit to stay there. Downstairs guards tell her some guards are deserting their posts for $100,000.

The guard commander Davis gets Miller to change to blue jeans.

Amy and Kit chat, Amy says how great Brandt is as a warden and parent. Dirkson enters the office and kicks the women out so he can call the Governor.

Miller and Davis walk to the cell block gates, they discuss the ransom. A young guard watches Brandt on the security monitors and manipulates the doors and alarms.

The guards will hold Miller in the laundry until the ransom is paid. Another guard tries to stop Davis and is assaulted. Brandt realizes Miller is with the bad guards, she retrieves a gym bag from her office, reams out Dirkson and changes into combat gear. Locked and loaded she leaves the armoury with one loyal guard.

Dirkson stops Amy from calling for backup saying he would be ruined. He knocks out Amy and grabs Kit. The prison is in lockdown, all other prisoners in their cells angrily yell at Miller as he is escorted by Davis through the halls.

The monitor guard warns Davis the warden and a loyal guard are armed. She breaks into the monitor room and has her man take over.

Brandt needs to get through a cell block of angry prisoners. She tosses in two tear gas canisters and fights her way through. She saves the prisoner Quaid who helped her earlier.

Brandt comes up on Davis and Miller in the laundry. Davis is bitter he was passed over for the warden job, Miller slugs him with a fire extinguisher and runs to the next room. He taunts Brandt as she stalks the maze like work area. Now Dirkson arrives with Kit as hostage, he will be helping Miller.

Miller finds a dropped gun, shoots Brandt and the three leave in a van. Brandt had a bullet proof vest, and gets up to see the van drive off. She gets the helpful prisoner Quaid and gives him a shotgun, needing his help. They give chase as every prison vehicle has a tracking device.

In the other van Kit bites Dirkson and tries to escape. Miller stops the van, confronts Dirkson and pushes him out, he drives off with Kit. Back at the prison, Amy recovers and calls Brandt, the warden tells her to get the NG and police. They drive by Dirkson and continue to chase, Miller doesn't realize the van is tagged. Quaid tries to convince Brandt to call in backup, she wants to handle it alone.

At a grain silo Miller begins to caress Kit suggestively. Brandt sneaks towards the building. Miller begins to get rough with Kit. Brandt comes into the room but Miller is behind her and now has both women at gunpoint.

Quaid then arrives with his shotgun, Miller is distracted, shoots Quaid but gives Brandt a chance to move in, they fight but once again Miller is on top. The wounded Quaid once again saves Brandt. As the four leave the grain silo, Russo is there with two heavies, they take Miller in the trunk of their car. Miller is panicky and cries for help.

Brandt thanks Quaid. At a press conference Brandt says Miller escaped. She publicly thanks Quaid and announces his pardon. Kit and Brandt make plans for a vacation. Brandt tells her she talked to the vice principal and found Kit had released lab animals. Love you's all around.