A real estate con artist named Stan Minton (Rob Schneider) panics when he learns that he is going to prison for fraud. Stan's fear of jail-house rape leads him to hire the mysterious guru known as "The Master" (David Carradine) who helps transform him into a creative martial-arts expert. During his incarceration, Stan uses his new-found skills to intimidate his fellow prisoners and prevents the prisoners from hitting or raping each other.