Swell gal Junie Butler is sent up river to Marquetta State Prison, landing in the clutches of the hook-handed Matron and her side-kick, prison guard Nancy. Junie impresses her cellmate Vickie with her ukulele song about how she was double crossed.
Vickie shows Junie the ropes, and introduces a few inmates: cheery thief Peggy, pill-popping Lois, mute cannibal Barbara, and the Alpha female of the cellblock: ax-murderer/ Beauty Queen Jeanine.
When Vickie comes to trade some prison hooch, Jeanine reveals she has plans for Junie. On the yard, Lois shows up in a panic with some story about Peggy giving birth to a dozen furry babies.
Vickie rescues Junie from Jeanine's advances in the laundry room, and Jeanine vows revenge. In the wake of the bloody fight, Junie confesses her love and seduces Vickie.
After Vickie's "treatment", the Matron regales Nancy with the tale of how she lost her arm when she was just a young girl to her beloved pet monkey. With the damaged Vickie back in their cell, Junie sings her a song of revenge.
Just as Vickie and Junie's plans are nearing completion, Jeanine gets wind of it and rats them out to the Matron. When Vickie and Junie confront Jeanine in the shower, Barbara turns on her.
The prison talent show is a glorious evening of music and magic, but ends in riot and a mass breakout. Nothing is left of Matron but her empty hook. Junie and Vickie make it all the way to Mexico.
