The new warden of a small prison farm in Arkansas tries to clean it up of corruption after initially posing as an inmate.

When the new warden comes in disguised as an inmate, he sees firsthand all the corruption and scams the guards and prison officials are running. When he reveals himself and starts to implement reforms to stop the corruption, the local business community, who had been benefiting from the scams, fights back, and the corrupt prison system starts making political trouble for the new warden.—Brian W Martz <B.Martz@Genie.com>

Henry Brubaker is the new warden at Wakefield prison. He makes his entrance as a prisoner in order to get a convict's-eye-view of the real state of the institution. To his horror he finds all manner of abuse and corruption which, after disclosing his real identity, he sets out to correct.—Rob Hartill

Newly appointed Arkansas State Wakefield Prison warden Henry Brubaker (Robert Redford) poses as a prisoner and arrives at the penitentiary with other incoming convicts by bus. Brubaker is processed along with the rest of the new inmates. The convicts find there are not enough beds to go around, the food is barely edible, the showers do not work, rapes in the barracks are an everyday occurrence, and inmates are whipped for no reason. At the infirmary, inmates give blood in exchange for money and they pay the cooks for better sandwiches. Brubaker finds a maggot crawling in his food. Later, inmate Larry Lee Bullen (David Keith) is told he has a phone call, but he is taken away and beaten.

On sanitation detail, the hurt Bullen and Brubaker clean a foul-smelling stable outside Death Row until another inmate, named Walter (Morgan Freeman), takes Bullen hostage and threatens to kill him unless he speaks to the warden. Brubaker calms the agitated Walter, and reveals that he is the new warden. At first, Walter doesn't believe him, but then he lists his demands, including yellow-painted walls, a picture window, a shag rug, some liquor and a television like the one for the trusties, the corrupt convict-guards that rule the prison. When Walter shows Brubaker where to put the window, Brubaker locks him back in his cell.

Trusty Dickie Coombes (Yaphet Kotto) escorts Brubaker to Warden Renfro's (Lee Richardson) office, where Brubaker informs the startled Renfro that he is out of a job. As Brubaker addresses the prison, conveying the new rules, governors assistant, Lillian Gray (Jane Alexander), the Prison Board Chairman John Deach (Murray Hamilton), and a police officer arrive to swear him in. Deach tells Brubaker that he wants to be kept informed about the prison at all times, while Lillian warns the new warden to proceed with caution.

Sometime later, Brubaker watches Death Row prisoners adjust to the sunlight when they are let out of their cells, and gives an order for the men to receive fresh air once a day. Not long after, Brubaker learns that a barracks roof has caved in from the rain and rescues the wounded men, but he has trouble getting ambulances to come to the prison.

At the infirmary, he discovers that the doctor charges inmates for medical services; although the doctor insists that it has been done for years, Brubaker immediately fires him. In the kitchens, Brubaker tells a trusty in charge that three hundred cases of chili were delivered to the prison to feed fifty trusties. He calculates that the shipment averages about twenty cans a day for each trusty, although other inmates dont have enough to eat.

Meanwhile, when lumberyard owner C. P. 'Woody' Woodward (M. Emmet Walsh) visits Brubaker, the warden asks him to rebuild the barracks roof his company once built at no cost, but Woody refuses. Brubaker replies that the prison will no longer supply free labor to Woody's company. As Woody leaves, he warns Brubaker that he will pay a price for his unwillingness to cooperate with the surrounding community.

Later, Brubaker reports to Lillian that prison labor is responsible for construction projects in town, and food meant for the inmates has been given to the police department. Soon, the meals improve. Brubaker discovers a cabin inhabited by Huey Rauch (Tim McIntire), a trusty, and his waitress girlfriend on the prison grounds, surrounded by storage sheds stocked with food stolen from the prison kitchens. After firing bureaucrat Willets (Ronald C. Frazier) for allowing the theft, Brubaker sets up an inmate council, headed by three trusties, Dickie, Eddie Caldwell (Everett McGill) and Floyd Birdwell (Joe Spinell) to handle the purchase orders. When Brubaker meets Lillian for drinks and reminds her that the prison needs a real doctor, she asks him to attend a Prison Board meeting to hear a guest warden speak about prison reform.

Meanwhile, the trusties become angrier as Brubaker removes their perks. During an inmate council meeting, an inmate named Abraham (Richard Ward) interrupts the meeting to tell Brubaker that he knows where murdered inmates are buried, but later, the trusties Caldwell and Birdwell torture Abraham. At the board meeting, it becomes clear to Brubaker that everyone is making money from the prison and the board members are not interested in bettering the lives of murderers and rapists. As Brubaker walks out of the meeting, Lillian threatens that he will be out of a job if he does not play politics with the board.

In the morning, Brubaker sees Abraham's dead body hanging from a flagpole and Dickie warns him that his reforms are resulting in more killings. Although Abraham never had a chance to reveal where to find the graves, Brubaker orders inmates to dig for bodies while the trusties watch.

Later, Brubaker meets with Lillian and Prison Board member Senator Hite (John McMartin), who offers to fix the prison boiler and build new barracks if Brubaker stops looking for bodies. When Brubaker reflects that he is being asked to cover up multiple murders, Hite warns that Brubaker could end up in prison for grave robbing. Lillian advises Brubaker to concentrate on the inmates that are alive, but the warden insists that justice will not be served unless the bodies are found. After much digging, coffins are unearthed. Soon, Rauch loses his influence over the other trusties and leaves.

When Brubaker learns that Rauch killed Abraham, he forms a posse and searches for him in town. Rauch shoots Bullen dead and Brubaker returns fire, wounding Rauch. At a Prison Board hearing, outside doctors claim that the remains found on the Wakefield Prison grounds make it hard to determine the exact causes of the deaths. When Brubaker is asked his opinion, he tells the board that the state would save money if it shot convicts after their trials instead of incarcerating them at Wakefield. Lillian follows Brubaker out the door and asks him to compromise, but he argues that the Prison Boards position condones murder, and he cannot go along with it. Lillian claims that she is on Brubakers side but he disagrees.

When the new warden, Rory Poke, arrives to replace Brubaker and addresses the prison, Dickie tells the former warden that he was right about prison reform. As Brubaker leaves Wakefield Prison, Dickie begins clapping which signals to the other inmates to drop formation and clap for Brubaker in a show of respect.