In 1997, at the
Mississippi State Penitentiary, elderly convict Willie Long tells two inmates his friends' life stories at their burial. Ray Gibson and Claude Banks, vastly different New Yorkers, meet at the club Spanky's in 1932. Small-time thief Ray nicks Claude's wallet, who had just been cleaned out by debt collectors, as a mark in a bathroom. Ray convinces Spanky to allow them to pay off their debts via
bootlegging in the South, where they experience racial actions and are denied service at
Whites Only businesses. Buying
Mississippi "hooch" down south, they stop in a local bar. Ray claims to own a club called “Ray’s Boom Boom Room” in Manhattan, later admitting it only exists in his mind, but expressing ultimately that dreams begin in the mind; the Boom Boom Room becomes a recurring theme throughout the film. Ray loses his father's prized
pocket watch in a poker game to card hustler Winston Hancock, and Claude gets swindled by a woman. Outside, racist sheriff Warren Pike demands Hancock leave town, but Hancock strikes Pike in the face, leaving a scar. Pike then kills Hancock, takes Ray's pocket watch, and frames Ray and Claude for the murder. Despite their innocence, Ray and Claude receive life sentences at the infamous hard labor Camp 8. They immediately clash with the guards and meet fellow inmates Jangle Leg (who hits on Claude), Willie Long, Biscuit (who is involved with Jangle Leg), Radio, Goldmouth (who picks a fight with Ray, but later befriends him), Cookie the chef, and Pokerface. Claude's attorney cousin loses his
appeal, then seduces his girlfriend. With no chance at freedom, Claude and Ray break out, reaching
Tallahatchie before being recaptured. 12 years later, Claude and Ray meet young, mute inmate nicknamed "Can't-Get-Right", a talented baseball player scouted by a
Negro league and offered a pardon to play. Sensing an opportunity for freedom, Ray and Claude introduce themselves as his handlers. Daughter of Camp 8's superintendent Abernathy, Mae Rose, often distracts impressive baseball player, Can't-Get-Right, and eventually gives birth to a
mulatto boy. Seeing the child appears Black-American, Superintendent Abernathy (Rose’s father), demands to know which inmate had fathered the child. All present inmates gradually claim to be the father, embarrassing Abernathy; the inmates laugh and Abernathy shamefully quits immediately. At a dance social, Biscuit confides to Ray that he is due for release but fears his family will not accept his homosexuality. Despite Ray's sincere encouragement, Biscuit commits
suicide by crossing the gun line, to the other inmates' shock and heartache. Can't-Get-Right is soon released without Ray and Claude, which causes extreme frustration and a bitter falling out between them, ending their friendship. Over the following years, Ray attempts several lone escapes unsuccessfully. By 1972, Ray and Claude are still not speaking to each other; all their friends but Willie have either died or been released. One day, Claude snaps, running past the gun line to steal a pie and feast on it, and his punishment is to stand barefoot on a case of glass bottles. Dillard offers to set Ray free if he will shoot Claude should he move. He refuses as he makes a provocative statement toward the Guard Captain, so he is given the same punishment. Touched, Claude apologizes, and they finally make amends. Ray and Claude are transferred to live and work at Superintendent Dexter Wilkins' mansion. Ray does yard work, while Claude works inside and befriends the sympathetic Wilkins, who was set to retire. Claude is entrusted to pick up the new superintendent, former Sheriff Warren Pike. While on a
pheasant hunt one day, Ray confronts Pike upon seeing him wearing his father's watch and the scar on his cheek, realizing he framed them 40 years ago. Pike then recognizes Ray and threatens to kill him. Ray points Pike's shotgun at him, explaining to Wilkins that Pike framed them for murder. The sheriff admits it with no remorse. Furious, Claude tries to take the gun from Ray and kill Pike himself, while Pike pulls a hidden
Derringer on them. Realizing they are innocent and disgusted with Pike, Wilkins kills him, calling it a hunting accident. Avenged, Ray reclaims the watch. Wilkins apologizes for their unjust imprisonment, promising to issue them pardons, but suffers a fatal heart attack before he can. In 1997, present day, Ray and Claude live in the prison infirmary with Willie. Claude tells Ray of a new plan, which Ray initially rejects, but then follows Claude to hear more. That night, the infirmary catches fire, and they seemingly perish. The inmates are saddened by the story, and Willie then reveals that Ray and Claude planted two bodies from the morgue in their beds, started the blaze, then escaped in the fire trucks. Ray and Claude immediately return to
NYC and go to a
Yankees game. Free, they are happily living together in
Harlem. ==Cast==