Screenplay by W.D. Richter, from a story by Richter and Arthur Ross. Directed by Stuart Rosenberg. Featuring:

Robert Redford as Henry Brubaker

Yaphet Kotto as Richard "Dickie" Coombes

Jane Alexander as Lillian Gray

Murray Hamilton as John Deach

David Keith as Larry Lee Bullen

Morgan Freeman as Walter

Matt Clark as Purcell

Tim McIntire as Huey Rauch

A prison bus departs the city in the middle of the night, traveling across a rural Southern landscape. The bus stops to load on a recaptured prisoner who has a serious gunshot wound. Trusty guards. The bus arrives at Wakefield prison--the sign says 1903. The convicts walk in through the mud.

Robert Redford is booked under the name Stan Collins. Inmates are given haircuts and gray prison uniforms. "Fresh meat coming in."

This prison is integrated. Black trusty guards, inmates mixed. Convicts housed in double bunks in open dorms. Badly overcrowded. Bed frames wired together. Bullen is playing air guitar. One inmate rapes another behind a blanket. No internal security at all.

The trusties are relaxing in their dorm. Huey tells them to take the new men "to school." They pick out a black inmate to whip as an example to the newcomers. They whip him on the bars, making him count the lashes. The next morning they go out to work the fields, leaving two inmates standing on coke bottle boxes.

Misconduct in the fields in punished with a leather strap (17:00). Inmates are housed in overcrowded dorms at night. They have to pay for any extra food or special services they want. Inmates are paid for bleeding in the hospital. Inmate Bullen gets mad at Collins for getting into a bidding war for extra food. A live worm is crawling in Collins's food. A big inmate grabs a younger white inmate and carries him out of the chow line--forced homosexuality is rampant. The guards are selling steers from the farm to private businesses. Huey, who seems to be the head trusty, delivers beef, in a prison truck, to the store run by the brother of his girlfriend Carol.

After Larry Lee Bullen causes a load of logs to fall, he gets a "phone call," which leaves him zombie-like the next day. Collins and Bullen are assigned to a sanitation detail on Death Row, which is really just cells in an old barn. Walter, played by Morgan Freeman, grabs Bullen by the neck and demands to see "the Man." He wants R-E-S-P-E-C-T, even sings a few bars. Collins introduces himself as Henry Brubaker, the new warden (30:20). No one believes him at first.

Walter wants Death Row painted yellow, with nice furnishings and a picture window. Brubaker tricks him back into his cell, then locks him in.

Brubaker, accompanied by Dickie Coombes, the black trusty, goes in to tell the old warden he's fired. "You want it, you got it," Warden Renfrew says. Brubaker addresses the inmates with a bullhorn. He's what the governor promised, a reform warden. No more leather strap. He wants to run a modern prison, growing food and beef to eat. Lillian Gray, the special assistant to the governor, arrives to get him sworn in. The Chairman of the Prison Board, John Deach, wants him to keep trusty guards. What is Brubaker's first order of business? "Blow the place up, start from scratch."

Brubaker questions trusty clerk Purcell about a wounded inmate and asks for a dozen pairs of sunglasses. Purcell lobbies to stay on as the warden clerk, who really runs the office and knows everything going on. He's good at paper work, in comparison to these rural people.

The sunglasses were for the men held in the barn cells on Death Row--they're to be let out for fresh air every day.

Larry Lee Bullen is serving life as a habitual offender--two stolen Pontiacs and breaking a toilet in his jail cell. Brubaker asks him to run the motor pool. He wants murderers as the tower guards--they're one-time impulse killers. He talks to Coombes, Yaphet Kotto's character, about what being a trusty is like, and about being a warden. Why don't the trusties run away?

In a rainstorm, the barracks roof caves in. Several men are injured. Brubaker tries to get medical help. He throws the prison doctor out when he learns the doctor has been charging inmates for medical care. Brubaker puts an inmate in charge.

Brubaker tries to figure out what is happening to food stores--300 cases of chili are missing.

Woody Woodward, the contractor and lumber yard owner, comes to check on rebuilding the roof. Brubaker declines to sign his blank contract. Woody tells Brubaker the prison is part of the community. People exchange favors, do favors for each other, like they have for a hundred years: "Don't fuck with tradition." (1:00:15). Brubaker tells him he'll fix his own roof. Brubaker is now certain prison goods and inmate labor are being diverted to private use on every front.

Someone is poisoning the cornfields with kerosene. A calf is shot and left for dead. Sabotage! Brubaker finds the secret farm office where Huey holes up with his bare-breasted mistress. All the missing prison supplies are stored there. Brubaker brings the supplies back to the prison and burns the buildings down at night, so everyone can see the flames.

Brubaker has a beer with Lillian Gray on his porch. (Doesn't she know he's Robert Redford, and that she's supposed to be sexually attracted to him?) They discuss the politics of prison reform.

Inmates play polo on horseback (with brooms and a basketball) at the rodeo grounds before a huge crowd. It is a rough sport. The inmates have a lot of fun (why don't they try to kill each other?) They are politicking for spots on the new inmate council, to be popularly elected.

The council assembles for its first meeting (how did all the evil, powerful trusties get elected; one questions the workings of democracy). The inmates don't know what to do. They start insulting each other. They come to blows. (1:22:00)

An old black inmate, Abraham, comes to the warden's office in front of everyone and asks to speak to Brubaker in private (but everyone else is watching). Brubaker notices he has been in prison 38 years and six months, three years past the end of his sentence. Abraham knows where the bodies are buried--over 200 inmates, he says, killed inside the prison over the years. Abraham was the casket maker. Coombes wants Abraham left in prison, not released.

The trusties hook Abe up to a telephone to get him to tell all he knows.

Brubaker is meeting with the Prison Board to discuss the financial management of the farm. Brubaker says his job is to "reform the prison." The state senator, Charles Hite, says people don't like the cost of prison operations. Brubaker walks out of the meeting, after the chairman says he has a piss-poor attitude (1:35:00). Lillian Gray talks to him about trying to get along with the politicians. "Let them think they control you." Brubaker complains about "pseudo-reformers." She tells him he will self-destruct and be of no use to her. He goes home to drink a Budweiser and eat a popcorn ball.

In the morning Brubaker finds Abe hanging dead on the flagpole. (Was he shocked to death?) He finds the telephone torture device in his office. Coombes tells him, "There's only one thing you do, and that's get people killed," chiding him for his naivete.

Brubaker leads a crew out to dig in the fields, looking for bodies. He is obviously obsessed with this. When he goes to meet Lillian Gray the next morning, Senator Hite comes out to warn him to stop digging. The Senator promises him more money for his improvements to the prison. They don't want the embarrassment of dead convicts being dug up. They order him to stop digging.

Brubaker rejects their overtures and resumes digging in earnest. They eventually find several caskets, which they remove. The inmates argue about what they should do with Brubaker. Kill him?

They have four "murder victims" from the inmate graves, Brubaker says. Huey runs away. He is supposed to be the one who killed Abraham. Brubaker trails him to Carol's. Huey and Larry Lee Bullen are killed in the shootout.

The investigation into the dead bodies says the evidence is inconclusive. Pauper's graveyard; hard to establish the cause of death. The board says they need more control over the prison. Lillian Gray follows as Brubaker walks out. There is "no playing politics with the truth," he tells her. No compromise on principle. He says she really doesn't agree with him.

Roy Polk is the new warden. While he makes his orientation speech, Brubaker is leaving. Led by Coombes, who tells Brubaker, "You were right," the convicts walk to the fence and applaud his efforts as he departs. He gets in the State Police car to be driven away (2:08:30). The end (2:10:00).

Why would the trusties kill Abraham, and then be so blatant about showing him dead in public? They are not part of the political power structure.