Shadow, a towering convicted serial killer (Tony Todd), performs a strange occult ritual in his solitary confinement cell moments before taking his "last mile" walk down death row. As he is strapped onto the lethal injection table for his midnight execution, Shadow vows revenge and resurrection. Upon Shadow's death, his blood infects the prison and inmates turn rabid and break out from their cells and riot! The shocking supernatural event causes the warden to order the immediate massacre of all of the possessed prisoners. All of the dead bodies, including Shadow's charred remains, are dumped into an unmarked mass burial pit on the prison grounds.

20 Years later, the prison re-opens as an experimental, minimum-security women's rehabilitation facility. A new inmate, Solitaire (Carla Greene) arrives and is led down the cellblock into the cell she shares with Emily.