John Brennick (Christopher Lambert) and his wife Karen Brennick (Loryn Locklin) live in a future US society that has instituted population control. After their first child is stillborn, they illegally have a second. They try to escape to Mexico, but are caught. They are put in “The Fortress”, which is a futuristic prison where the prisoners are subject to discipline from lasers, electronic mind reading and devices in their bodies that could kill them at anytime. The prison is not run by the government, but a company, and is directed by Director Poe (Kurtwood Smith) who has his sights on Karen so he sends John to the worst part of the prison. Now, John has to work to beat Poe and the prison computer system, Zed-10, so that he can escape with his wife and they can have their baby safely.