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| Burt Reynolds | Paul Crewe |
| Eddie Albert | Warden Hazen |
| Ed Lauter | Captain Knauer |
| Michael Conrad | Nate Scarboro |
| Jim Hampton | Caretaker |
| Harry Caesar | Granville |
| John Steadman | Pop |
| Charles Tyner | Unger |
| Mike Henry | Rassmeusen |
| Bernadette Peters | Miss Toot |
| Pervis Arkins | Mawabe |
| Tony Cacciotti | Rotka |
| Anitra Ford | Melissa Gaines |
| Michael Ford | |
| Joe Kapp | Walking Boss |
| Dick Kiel | Samson |
| Pepper Martin | Shop Steward |
| Sonny Shroyer | Tannen |
An ex-football star doing time is forced by the warden to organize a team of inmates to play against his own line-up of guards. The warden tries to blackmail him into throwing the game, but the convicts have their own ideas and see the game as an opportunity to repay some of the brutality they have endured.
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