Plot:
Barcode credits ensue. We see the future slums. The US border guards are inspecting each car. John and Karen Brennick are approaching the border. Karen would go without
John, doesn’t want to risk him. The guards inspect the car. And, the Brennicks are scanned before allowed to leave the country. The woman scanned before Karen was flagged as
carrying a child. The US border guards scan women leaving the country for pregnancies. Karen is scanned and cleared to go. John and Karen head back to their car. A guard spots
Karen wearing a flak jacket to pass the scanner. A fight ensues.
John and Karen run for the border, have to cross the far side of the bridge. John stays behind to keep the guard dogs from getting Karen. When animals attack Christopher
Lambert would be a great Fox special. Guards capture and arrest John.
The next day, the prison semi has a load of prisoners. Robot voice tells them about the Fortress, secluded in the middle of the desert. Danny Devito type guy, DD-type, keeps
talking about how he shouldn’t be there. John tells him how Karen is carrying their second child, the first one was stillborn. A second child is a punishable offense; John has 31
years at the Fortress.
The semi stops, no prison in sight. The semi heads for an underground bunker. The guards force the prisoners to strip. A television monitor introduces us to Prison Director Poe,
Kurtwood Smith. The Men-Tel Corporation owns you now. The US government has the Men-Tel Corporation run the prison system. The prisoners are scanned for weapons. John
sets off the scanner, trying to smuggle his wedding ring in with him.
The prisoners are run through a stockyard like area like cattle. Each prisoner has to stick their head in a hole. It is time for the intestinator introduction, a behavior modification
device. It is swallowed and stays in the stomach. A few ground rules are given. If you cross a yellow line, the intestinator makes you suffer. Cross a red line, you die when it explodes.
No, I don't want anymore pudding...
The prisoners are outfitted. DD-type crosses a yellow line, endures pain. And he crosses a red line. Well, now we know what an intestinator explosion looks like. John and rest
of the newbies go down the elevator.
The Fortress is 33 stories below ground. Neutron cannons are lined at various places along the core. John and Gomez disembark. Various tough looking guys are staring at them
with one thought, fresh meat. John and Gomez are taken to the bunks. Their bunkmates would complain if it weren’t an intestinator-able offense. The laser bars are shut down for
them to enter.
We are introduced to their bunkmates. The coke-bottle glasses wearing D-Day, the lifer Abraham, and the bald tough bully Stigs. Abraham warns John not to dream. The lights
are shut out. A robot probe camera scans John’s erotic dream.
Poe watches the dream with interest. The Fortress computer, Zed, is very disapproving to playing peeping dream voyeur. Poe activates John’s intestinator. John wakes from the
dream and wakes the others in the cell, too.
The next day, while the prisoners are working on building a new level for the Fortress, D-Day tells John about what happens when you try to escape and get caught. Your mind is
wiped. They hear a ruckus. Gomez is in trouble. Stigs tries keeping John from interfering. You know how good that will work. Maddox has taken a shine to Gomez in the prison
definition of the word of the "love." John saves Gomez from being roto-rotored. A fight ensues between John and Maddox until they are both intestinated.
Maddox, John, and Gomez are in a small laser cell with only enough room to stand until the one who started the fight is revealed. None of them will be released until one of them
talks. Gomez can’t stand much longer. John tries to keep Gomez motivated. Maddox threatens to kill Gomez if he squeals. John takes the blame and is sent to Poe.
Poe is getting a shave from the trustee, Abraham, when John arrives. We learn that John was a highly decorated Black Beret and is a war hero until he quit in disgrace. Poe shows
him a surveillance camera of Karen showering. She was caught before she got over the border. Poe talks about the 1 child per woman law and abortion is illegal, too. Overpopulation
will deplete the Earth’s resources. Poe orders Karen intestinated and John, too.
John returns to the cell block. He asks Abraham where the women’s section is located. Abraham doesn’t want to die on the inside. Poor guy, saying something like that is only
slightly less fatal than a cop with 2 days before retiring to opening a restaurant. Abraham shows where the women are, many levels up.
Karen is awakened by her cellmate who is very much pregnant. The prison takes the babies. Doctors arrive and take the cellmate away. Karen fights them; she’s got some fighting
skills. But, to no avail, the cellmate is dragged away screaming.
Maddox tries attacking John who is almost pushed into the laser cell bars. Gomez tries jumping Maddox. The Robot probe-cam spots the commotion and informs Poe. He decides
to wait before intestinating anyone. The fight continues and, John isn’t doing too well. He is hanging by hands on the retractable walkway. Hiding underneath the walkway, Maddox
is confused when John starts his comeback. Karen in the women section sees the fight from such a far distance to not be able to tell its John. John is bear-hugged and head butts Maddox in retaliation. Poe has the walkway slowly retract. John beats Maddox who is hanging from the walkway. Poe
orders John to kill Maddox. John refuses and helps Maddox onto the ever diminishing walkway.
D-Day begins the Brennick chant which Karen does hear. The walkway keeps retracting stopping only a few inches from John and Maddox falling multiple stories. All the prisoners
start chanting for Brennick. Poe demonstrates his power, orders the Ed-209’s little brother to target Maddox. Maddox is shot has a hole the size of a basketball in his chest and collapses
off the walkway. John cusses out Poe. Ed-209’s little robot brother is about to perforate John when he hears Karen cry his name. Poe halts ED-209. John and the rest of the prisoners
are intestinated.
The walkway is re-extended. Before John is taken to punishment, he slips Maddox’s intestinator to Gomez. That my friends would be a plot point. D-Day and Gomez claim
Maddox’s bed for John much to the annoyance of Stig.
Karen is taken to John who is tied into a gyroscope with electrodes attached to his heads. Poe told Karen to convince John to follow his orders. Karen is taken away. The
gyroscope begins rotating John. Lame computer graphics assail us. Pseudo-strip-teasing Karen running away.

Hey sailor, nice dream you got here....
More images of Karen flash across the screen. Back to the gyroscope before returning to more nightmarish images like a baby carriage full of snakes. Maddox is assaulting Karen. Poe
holds a jar of a pickled baby that is still alive. John rips his eyes out. John has been mind wiped for 3 days.
Poe is showing Karen how much John is suffering. Poe will release John if Karen moves in with him. Poe wants a companion. We get to see more drooling Christopher Lambert in
a gyroscope. Karen pleads for John to be released and agrees to move in with Poe.
John is taken back to his cell. He’s now drooling. Gomez thinks he’s fine. Abraham gives us the stereotypical mind is dead but the body doesn’t know it yet.

I swear I thought Highlander 2 wasn't that bad....
Poe keeps watching sex dreams. And he likes it. He really likes it. Zed is starting to think this is having an adverse effect on his job performance. Karen watches Poe use the
keyboard. Karen was a computer technician in the Army. She tries touching the keyboard. Poe drags her away from the console. Poe vows to make her and her child suffer in very
creative ways that might vaguely impress Pinhead (probably not) if she ever uses Zed.
Stig runs a flame under John’s hand. No reaction from John. Gomez and D-Day stop him.
Karen wakes up finding Poe with various tubes and plugs connected to him. Poe unplugs himself. Men-Tel has modified Poe. One day his kind will be the majority and, things
will be better. Poe doesn’t need to eat or sleep. Although he isn’t capable of the physical act of love he is capable of the emotion. He reveals he is a Men-Tel baby. So that is what
happens to second children.

How's my surprised Carrie Fisher look, coming along?
Abraham tells John about how Karen is doing. John is unable to understand anything. We do see a single tear run down his cheek. Is he trying to impersonate the Indian from
the litter commercials?
Karen manages to get Poe drunk. He likes the wine before passing out. Karen uses Zed, hacks into the machine. I’m not sure if this is John’s subconscious or a dream. John as
a child is hiding in a hole. Karen tries reaching out to him. Poe staggers around trying to find Karen. In the dream Karen reaches and grasps John’s hand. Poe calls for Karen. Karen
returns to Poe, who is unaware of what just happened.
The next morning, the cell mates see John is back to the land of sanity. Abraham, Gomez, and D-Day are happy about it. Abraham tells him how Karen moved in with Poe. John
tries convincing him to help him escape. Abraham is trying to work and get his parole.
Later, Abraham talks with Karen, tells her how John is planning an escape. Karen is going to help.
John gives the Maddox’s intestinator to D-Day who is an explosives expert.
Karen sneaks around, stealing the hologram crystal of the prison. Poe is thinking of Karen’s baby as his.
D-Day and John are studying the intestinator. John wants his removed. But, D-Day will opnly help if he is in on the escape plan.
Karen has Abraham take the hologram crystal to John. She begs for him to help John.
In the cell, the prisoners study the map for an escape route. Abraham manages to get the crystal back into Poe’s office.
Poe wants Karen to divorce John. Poe discovers Abraham has smudged the hologram crystal. Poe proposes to Karen. Her baby won’t be modified and he’ll set John free, too.
D-Day has the intestinator problem solved. Use the electromagnet from Maddox’s to drag the intestinator out of each prisoner. Stig volunteers, wants in on the escape, too. John
allows Stig to join their little cabal. D-Day slowly drags the intestinator up out of Stig. It gets stuck in his throat until he hurls it. Yes, projectile vomiting comes to the rescue. It’s
John’s turn. Abraham volunteers, too. John doesn’t want to be responsible for the deaths of others. But, he sure has every one of them help until the escape part.
Poe is the process of pardoning John when Zed shows video surveillance of Karen stealing the hologram crystal. Zed has reported Poe to Men-Tel. He will be fired and
replaced. Poe realizes he has never left his quarters. He’ll be thrown out into the big old world.
Back to the construction site, the intestinator are planted on a pipe. John and Stig start a fight. Zed tells Poe what is going on. Zed will intestinated the lot of them, unaware that
Maddox is involved. Poe realizes something is going on. Poe tries warning Zed not to detonate the intestinators. But, the computer does. Zed allows Poe to help prevent the escape.
In the air vent, John, Stig, Gomez, and D-Day are trapped. Poe tells them they won’t be harmed if they surrender. John tries keeping Stig from surrendering. He does and is gunned
down not in blaze of glory. The rest will keep going.
Abraham and Karen are about to leave Poe’s quarters. They are stopped by Poe who realizes he was betrayed by his emotions more than that his love. He orders Abraham
intestinated, to no effect.
John and the others are still in the vent.
Abraham tries fighting Poe who cleans the floor with him. You don’t piss off Clarence Boddicker….
John grabs for the Borg guard’s gun.
Karen tries helping Abraham by stabbing Poe in the back, literally. Poe isn't stopped yet, he's robot-like.
John beats the Borg guard to reveal they look like a pasty Darth Vader.

Luke, tell your sister I'm sorry.
John, Gomez, and D-Day are not in good shape. John manages to get the cyborg’s gun. Multiple Borg are gunned down. A firefight ensues.
Poe orders the uprising put down.
D-Day loses his glasses and is saved from by John from the ED-209. John, Gomez, and D-Day climb on the back of ED-209 who rises up the 33 stories. Prisoners can’t be targeted
without an intestinator. More Borg are killed. The prisoners seeing this rejoice.
Poe can’t find John and his pals. They rush Poe’s quarters capturing Poe. We learn that Abraham died. Oh, he died on the inside like he never wanted to do. Poe sent Karen to
the operating room. Karen will die on the table. Poe offers John a deal, he goes free or Karen dies. Poe agrees to let Karen go free. But, Zed refuses the command. ED-209 shoots
Poe, revealing he was partially cybernetic.
Zed informs John that more Strike Clones are approaching. D-Day gets to Zed’s console. He hacks into it to install a feedback virus.
Karen is prepped for surgery.
D-Day is shot as he enters the commands for his virus. John goes Borg ballistic.
Karen sees the big azz bone saw readied for her.
Siege of John continues. D-Day dies as he launches the virus into Zed. John and Gomez see the lights flicker and the Borg walk around in circles. They split up.
John heads to the operating room. Random violence occurs against prisoners. Try escaping, retracting walkways, etc…
John saves Karen. Elevators full of prisoners crash 33 stories.
John hot wires the semi. Karen and Gomez escape with him. They drive through the desert. Karen goes into labor. They make it to Mexico before stopping the truck.
They find a ramshackle barn. Zed boots up in the semi. Spotting Gomez runs over him like a futuristic version of Maximum Overdrive. John uses the big azz Borg Gun
on the semi. A flaming semi crashes into the barn. John thinks Karen is dead, looks through the flaming wreckage before hearing a baby cry.
Karen apparently gave birth in the couple of minutes when John was fighting the evil semi. And, she doesn’t seem tired, etc…The doting parents watch their newborn
baby. The end.