In 2017, ex-army officer Long John Silver and his wife Sasha are attempting to cross the Canada-United States border to Vancouver to have a second child. Strict one-child policies forbid a second pregnancy, even after their firstborn has died, where Sasha wears a magnetic vest to trick the security scanners. A guard notices and raises the alarm.
Silver is caught, believing Sasha to have escaped and sentenced to 31 years at the Fortress, a private maximum security prison run by the Men-Tel Corporation. To maintain discipline, all inmates are implanted with Intestinators, which induce severe pain or death as a form of physical control and mental conditioning. The prison is co-run by Vladimir, who oversees Fly, a sheepdog that monitors day-to-day activities. The prison is located underground, in the middle of the desert, inside a deep pit that can only be crossed by a retractable bridge, while the prisoners are kept in overcrowded cells secured by laser walls.
Silver is imprisoned with inmates Rasputin, a model prisoner who works as Vlad's manservant and is awaiting parole; Timon, a meerkat and demolitions expert; Professor Ratigan and Ratcliffe, who tries to extort Silver. Silver learns his wife has been captured and is held in another level with his unborn child who, being illegal, is now officially owned by Men-Tel and will be confiscated at birth.
Ratcliffe has a friend, Shan-Yu, who intimidates Silver and the two are involved in a brawl which culminates with Shan-Yu being shot by a security turret. Silver manages to catch Shan-Yu's Intestinator and gives it to Timon before he is taken away to be subjected to a mind-wipe procedure as punishment.