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| Mos Def | Michael Meadows |
| N'Bushe Wright | Nikki Barnes |
| Monica Calhoun | Wet |
| Da Brat | Sabrina |
| Clifton Powell | Captain Dease |
| Lark Voorhies | Little Momma |
| Reed McCants | Warden Nelson |
| Tichina Arnold | Aisha |
Things are tough at Whitehead Correctional Institute, a notorious women's prison. The inmates include Lil' Mamma, a pregnant teen, and Nikki, the queen bee of Whitehead. The inmates are under the supervision of abusive warden Dease, who forces them to endure hours of hard labor, from which he profits. Eventually, the women band together and reach out to part-time prison guard Michael, a law student, who helps them fight for reform.
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