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Eugene Irwin, a highly decorated Lieutenant General of the U.S. Army, is court-martialed, stripped of his rank, and sentenced to imprisonment in a maximum security military prison. The warden, Colonel Winter, who had greatly admired Irwin before his conviction, runs the prison with an iron fist, questionable tactics and implied cruelty.
The inmates were sent to the prison for crimes they had committed while wearing the uniform of the United States military. Irwin has been sent to the prison because he ignored a presidential order and sent troops on a mission that ended in many deaths. At one point, Winter rationalizes to Irwin his abuse of the prisoners by saying that he need only to look at the inmates' records should he wish to reassure himself that they are no longer soldiers but criminals.
Though at first apathetic to the general plight of his fellow inmates when they try to enlist his help in getting conditions improved at the prison, Irwin begins to realize that his hopes for a quiet stay in prison and a dignified life beyond confinement are unrealistic. (He is estranged from his family resulting from long absences while on tour.) Irwin is punished harshly after being spotted trying to teach a correct salute to a prisoner. After that, Irwin attempts to unify the prisoners with the building of a "castle wall" of stone and mortar -- a project they had already been assigned to work on by Winter -- comparing the prison's design to that of a medieval castle.
When he succeeds in earning the respect and camaraderie of his fellow inmates and restores a sense of honor to the men, a displeased Winter orders his guards to destroy the wall with a bulldozer. Former Marine Corporal Ramon Aguilar takes a stand between the bulldozer and the wall, in an act of defiance similar to that of the anonymous protester of Tiananmen Square (who famously faced down a tank). Aguilar's bravery is punished by Winter, who orders a sharpshooter to fire a normally non-lethal rubber bullet directly into Aguilar's temple, killing him. The wall is destroyed and left in ruin. Irwin and his prisoners pay final respects to Aguilar in formation, singing what they can remember of the Marines' hymn.
Rallying the men, Irwin organizes a plot to throw the prison into utter chaos. His intent is to show Brigadier General Wheeler (the warden's superior officer, who is arriving to carry out an inspection) that the warden is unfit and to have him removed. Using various improvised weapons and tactics similar to that of a military unit, they manage to capture an armored vehicle with a water cannon and a Bell UH-1 helicopter, which they use to cause destruction and riot.
Winter regains control by threatening to use live ammunition against the prisoners. He knows that Irwin is planning to raise an American flag upside down, a signal that the situation is no longer under control. Winter orders his men to shoot as Irwin begins to hoist the flag up the pole. They refuse. The colonel proceeds to shoot Irwin himself. He is arrested. Winter and the prisoners then see that Irwin has actually raised the U.S. flag in the correct manner. It waves proudly above the prison's walls as Winter is led away.






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