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A convicted serial killer called SHADOW (Tony Todd) performs a strange occult ritual in his solitary confinement cell moments before taking his "last mile" walk down Death Row. As he is strapped onto the lethal injection table for his midnight execution, Shadow vows vengeance. Upon his death, Shadow's blood infiltrates and infects the prison. Suddenly, the other Death Row inmates go stark raving mad, break out from their cells and riot! The shocking supernatural event causes WARDEN BRUTAWSKI (Sergio Alarcon) to order the immediate massacre of all of the possessed prisoners. As the sun rises, all of the dead bodies, including Shadow's remains, are dumped into an unmarked mass burial pit on the prison grounds.
20 years later, the prison re-opens as an experimental women's rehabilitation facility. A new inmate, SOLITAIRE (Carla Greene), arrives and is led down the block into the cell she'll share with Emily (Cat Miller), a.k.a. "PREGGERS"—a convict heavy with child. The new warden, DANVERS (Nina Hodoruk), attempts to rehabilitate the small group of female convicts through “spiritual improvement” and an organic dietary regimen. Danvers is drawn to the mysterious Solitaire, who demonstrates superhuman physical and psychic abilities. Solitaire quickly bonds with Preggers, and becomes a threat to cellblock gang leader MONDO (Tatiana Butler) and her thugs, BRIGITTE (Aggie Valdez) and LINA (Toy). Solitaire stands up to Mondo in defense of the weaker girls. As a result, several spectacular brawls ensue, and Solitaire winds up making trips to a solitary cell—the same one where Shadow was held before his execution-gone-wrong.
ELSA (Andrea Langi), the prison's sadistic head security guard, takes delight in abusing the inmates behind Danvers' back. One night, Elsa tries to seduce an inmate, CRYSTAL (Erin Brown). Crystal attempts an escape and cuts her foot while running across the yard—the site of the mass burial. As her blood trickles into the earth, something grabs her ankle and pulls her underneath! Crystal's disappearance creates suspicion among the inmates.
Danvers' hydrotherapy sessions and a strange carved runic symbol in Shadow's old solitary cell lead Solitaire to experience visions of Shadow, including terrifying flashes of her mother's abduction and murder by the blood cultist. Meanwhile, DR. SWANN (Michael Quinlan), the staff physician, experiments with a strange blood serum that turns his involuntary subjects into homicidal maniacs! One night, Preggers experiences intense labor pains. When the guards fail to respond, Solitaire bursts the cell door open and helps Preggers across the prison yard, where she gives birth atop the unmarked burial site of Shadow and the massacred inmates. Later, Dr. Swann injects the baby with the serum, and it is transformed into a cannibalistic zombie toddler that kills drug-abusing inmate METH (Anna Curtis). Soon, the prison yard soaked with Preggers' birth blood begins to pulsate and erupt as an army of zombies slowly arises. The undead inmates piece together the remains of Shadow and resurrect him with the blood of another freshly murdered female inmate. Led by Shadow, the flesh-eating, maggot-ridden creatures invade the prison to quell their appetite for human flesh, leading to an apocalyptic battle with the prisoners. In a confrontation with Solitaire, Dr. Swann reveals the secret behind his experiments with the serum—which is in fact Shadow's blood.
Eventually, Shadow and his army overpower the prison staff and inmates, leaving Solitaire the last woman standing! During the final showdown, Shadow makes a terrifying revelation regarding Solitaire's mother and his blood quest for immortality. Solitaire vows to avenge her mother's murder, setting the stage for a spectacular, supernatural martial arts duel to the death!
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