Buy & Cell (1988) - full transcript

Herbie Altman is framed for Stock fraud by his boss when the SEC starts investigating his company. Sent to prison, he helps a fellow inmate successfully invest his money. Soon all the inmates want his help. To manage all the money, he forms CON INC. and runs it from the prison under the noses of the warden and the guards. But when the IRS and SEC begin to investigate this successful company, it looks like he may be in trouble again.


REPORTER: Hopefully, a summit
as early as next August.

And in Wall Street
this morning,

the market nosedived
a hundred and forty points,

making this the largest plunge
since the October crash.

Some of our biggest
investment houses will now

have to step back and closely
re-examine their operations.

That means trouble
on the Street, big trouble.

And in baseball today,
the good news is the trade

between the New York Yankees
and the Los Angeles Dodgers.

Peter O'Malley said today
in a press conference...




Damn it.



No, Reggie,
you son of a bitch.

You can't make me do it.







ATTORNEY: Then you did know
the deceased?

Know him?

Not only was he
a trusted employee,

he was a close,

personal friend.

Remind me to send some money
to his widow.

I am Mr. Forsythe's,

Can I be of any help?

Do you have any idea
why the deceased

took his own life?

-Well, as a matter fact--
-Well, I don't think we

---I think there were--


DISPATCH: Unit 80 responding
to 10-4.

WOMAN: Negative, Unit 80.

Thank you, gentlemen.

That'll be all for now.

in progress.

MAN: Okay.
We're through here, eh.

Uh, you wanna get the door
for me, please?

MAN: Yeah, hang on a sec.

♪ Pa, pa-ra-ra, pa, pa-ra♪





Not so quick.

It's my considered
legal opinion

that Malcolm's death

still leaves you up
Shit's Creek.


the asshole killed himself
before you completed

putting your files
into his computer.

Oh, come on, Arthur.

I still have problems.

About 26, all of them charges

being filed by the SEC.

I'm afraid you lost
your patsy a little too soon.

[SIGHS] Arthur.

Let's not forget,

I made a hundred and eighty-five
million dollars

for the company
and twenty-five million

in cash for us.

And we're talking a glorious
future here of sun

and surf and sex.


But I'm talking a painful
future of bars, chains,

and romantic involvements

with guys doing 25 for life.

And we're still in trouble.

I just said that.


Do you think
Mother knows anything?

Oh, Reggie.

Grow up.

She's a crappy old fox.

She'll never put anything
over on her, not for long.

I think you got to find
yourself another poor guy,

and fast.



Don't worry, Arthur.

I already have.


Well, I just don't know
what to say.

Well, life
can be so unpredictable.

My God, look what happened

to poor old Malcolm last night.

It was a horrible thing,

just horrible.

I'll miss him more
than you'll ever know.


effective immediately...

you're taking over
Malcolm's account.

Every last client.

Mr. Junior Partner.

Junior Partner?

I really do not know
what to say.

Welcome aboard, partner.

You're part
of our little family now.



Meat delivered.

Move it, asshole.

I must be dreaming.

Well, time to wake up, convict.

And welcome to Evensong Prison.


WARDEN: Come in.

MAN: Well, he's all yours.

Mr. Altman,

sit down, make
yourself comfortable.

Certainly is an honor
having a man of your stature

in my prison,

a 13-year sentence,

200 million-dollar fine.


I'm very impressed.

Well, I'm very innocent.


That's the first time
anyone ever said that to me.

You've got a fair trial,
didn't you?

The recess lasted longer
than my whole fair trial.

Mr. Altman,
I know you've got your problems,

but please, try to imagine
my problems.

I've been sentenced here too,
you know.

I'm doing hard time
just like the rest of you.

I've been judged guilty
of being an excellent leader

of men.

And I've been sentenced
to a cruel life with murderers,

rapists, bank robbers,
scum of the earth,

these are the kind of people
I have to break bread with.

Now I meet
an inside trader, embezzler,

a man who's reached
the pinnacle

of white-collar crime.

if I may call you Herbie?

Yes, sir.

It's an honor and a privilege

to have you as a guest
in my home

for the next 13 years.

And maybe we could get
together sometime,

talk about the market.

I have a unique interest
in the world of high finance.

Perhaps, we could discuss

a few lucrative investments.



It's okay.

Have you got a cold?

It's actually an allergy.

Every time I hear
the "I" word, I just...

Huh, the "I" word?


The "I" word,
you know, invest.



Yeah, sometimes. [LAUGHS]

Come on, Herbie.

-Come on, you're putting me on,

-The "I" word?


-Thank you.

The "I" word.







you know, Herbie,

maybe I can help you.

-It may be very therapeutic,

a few successful investments.


Mr. Wolf,

show the prisoner to his cell.


WARDEN: Mr. Wolf...

according to my files,
that man made a great deal

of money for his company.

I want that kind of knowledge
making money for me.

Yes, sir.


Hey, 13 years,
when do I really get out?

With good behavior?


Thirteen years.

Welcome to Cell Block D.


Good evening, scum.

-MAN: I love you.
-WARDEN: We have

a new prisoner in D Block,

Mr. Herbie Altman,

and we're very
fortunate to have him.

Warden must like you boy.

PRISONER: I like the way

you walk, sweetie.

-Come in here, baby.
-PRISONER: Come on.

PRISONER: Look what I got for
you, baby.

Come to mama.



Wolf-man, what the hell's
going out there, man?

Hell, I'm your new dating
service, boy.

Meet your roommate.

I thought we had a deal, man!

I told you, nobody getting
the cell but me!

Ain't you heard,
they overcrowded

in the present state,
it's terrible.




Wait a second.

Here it is.
Here it is.

Hey, Kareem is bouncing
the ball,

and he throws to Magic,
Magic takes the ball,

he shoots, and score!


And the Lakers
are up by 10!

Fourth quarter!


Lakers up by 10, huh?

I feel lucky in that.

Double my bet.

You're on, brother.

If Houston wins,

I'll be back
and I get my money.

[LAUGHS] His money
is Benito, gone,

hasta la bye-bye,
done for, you dig?

The name is Sylvester Swarm,
but my friends call me The Sly.

This has got to be a nightmare.

Yeah, dream my ass.
Sit your butt down.

I'm sorry about your head,

You know something, I can tell
that you have no means

of measuring
those precious days,

and hours as they melt
the hell away.

So dig, what I got here,
I got watches, man.

I got Swiss, I got Japanese,

date, time, day,

I can see in three
different time zones,

pressure up to four
and a half atmospheres,
you understand?

You want some shoes,
I got your Reeboks,

I got your Converse,

I got your Adidas,
I got everything

in the tennis shoe department,

you dig what I'm saying,
brother man?

All right. Let me show you
what else we got over here.

We've got all kinds of stuff,

cigarettes, you want filter,

non-filter, low-tar,

high-tar, low-tar, tar-tar,

whoever that cares, man.

I got all kinds of stuff
for you, brother man!

Really expensive and I got
the best rates in the joint,

you understand?
Now, you like stereo equipment?

With speakers, without speakers,

with beer, in fact,
you can even have beer

with no speakers, you want music
to go with the beer

to go with your speakers, man?

I got everything.
I got Whitney Houston,

I got Stevie Wonder,
I got Stevie Winwood,

I got A-ha
and the opening act, hee-hee.

You want fruits?
I got all kinds

of strawberry nectar,
I got strawberries

maraschino cherries,
olives, and everything

including an ear of corn
from the place

every once in a while,
you dig what I'm saying?

man, you like sports?

Of course, you like sports,
you got to like sports.

I have the biggest and widest
selection of sportswear

there is in the joint.

You like the Lakers,
you got the Lakers.

You like Boston?
You go Boston,

you like New York,
you got New York.

I can provide anything
you want in sports uniform,

I can get it in special orders.

Now, I can get you anything
in this place,

but to get out of here.



I tell you, you're gonna
be a problem, man,

so we're gonna have to get
the ground rules straight.

-That's right, man.

That couch you're sitting on
is gonna cost you 75 cents

a night.
You wanna use that pillow,

it's gonna cost you
another 50 cents a night.

You wanna use
that toiletry in peak hours,

it's gonna cost you one dollar.

Non-peak hours, 40 cents.

And right now, you just
happen to owe me $10.

For what?


Oh, wait a second!

Here comes,
here comes the Flash,

Kareem throws,
he throws to Magic,

oh, no, he lost to the game.

Oh, shit!

They lost!
I don't believe it!

How could you lose!

Oh, fuck!

Man, how could you lose?

How could they do this?

Oh, no! Now!



Lakers couldn't lose, huh?

I'll get your money.

I'll get your money
tomorrow, man.

-You get my money,

you'll get all of my money

or I'll cut
your nuts off for earrings,

you got that?



Can you believe that, newbie?

The Lakers lost.


Man, I don't know
what your day has been like,

but mine's been a bitch!




Oh, God.

I'm never gonna get out
of this nightmare alive.


I thought you made
license plates here?

Oh, well, in the past
we got some real problems, man.

I know you think is a dream,
but you got to wake up

and die right, you understand?

You are in prison,
stick with the program.

The warden is a killer.

He sold all the machines
in the machine shop.

He sold all the wood
in the woodshop.

He sold all the tools
in the tool shop.


Oh, shit! Why?
Because he's figured

we're coming back anyway,
so why waste your time

teaching us a trade?

That would make you a pro.

Now you got it, brother.


This isn't nutritious.

In order to survive,
a person needs a healthy,

well-balanced diet.

What makes you think the warden
wants us to survive, hmm?

Look, a halfway-decent meal
would have protein and fiber.


Oh, tell me, Shaka, brother.


You want fiber?



Get these ladies some fiber.

There, now you got
your fucking fiber.

Now you move your ass
so these people can eat.

And I'll take care
of your ass later.


Get my food, Duke.


Who was that?

[SIGHS] Rule number one.

Don't ask questions.





-Hi, bye,

hi, bye, hi, bye, hi.


How you doing?


You're new here, I'm Tony, 'kay?

Hi, Tony.

I'm Herbie.

I'm innocent.

I swear it's true, okay?

I'm innocent.

I mean, like, I don't
really belong here, you know.

Oh, it's such a relief.

I mean, you know, to find
somebody that understands,

because I--I'm innocent, too.

My trial is a complete sham.


Well, maybe you could talk
to Marco and tell them

I didn't do it, okay?

-To Marco?

He wants to kill me
because of what he thought

I did, see, but I didn't do it,

I'm innocent, you know, right?

Okay, well, where's Marco?

He's around here.

Son of a bitch!

Did you see him?

See who?


That dirty stole-y,
he squealed on me!

Went to the cops,
told them everything!

That's why I'm in here.

-Tony, I thought you...

I'm not Tony, you asshole!

I'm Marco!

-You're Marco?
-That's right!

And when I find Tony,

I'm gonna slash
his freaking throat!

And if you want him,

if you want him,
you understand me?

If you want him,
there's a piece of blame

for you too, right?


I mean,
if somebody messes with me,

I mess with him, all right?

Somebody steals from me,
I don't walk over

and say you just spit
on the sidewalk, right?

Don't mess with me, all right?














Hey, man.


So you enjoy
your first meal, man?

Hey, who is that guy?

That was VCR.

Pretty normal cat, though,
about three years ago.

He actually peed on the warden.

The warden got so pissed off
so to speak that he shoved

his ass in the hole
for five months, man.

By the time that cat came out,

he thought
he was a videotape masseur.


Made it, Ma!
Top of the world!

Get me out of here!

[GRUNTING] Get off!


[GRUNTING] get him off!

Yo, Eddie!

Eddie, Eddie!


So, at last we meet,
Robin Hood.









Hi, bye, hi, bye, bye.

Sorry, look, about the money...


No talking.


Morning, scum.

Is anyone
looking for trouble today?

No, sir.

I said, is anyone
looking for trouble today?

No, sir.

Very, very good.

Very good.

By the way.

I hope everyone is making
Mr. Altman feel welcome.

Stand up, Mr. Altman,
say hello.

I said stand up.

Thank you.

You may sit down.

Stand up, Mr. Swan.

You know how I like to keep
my prison clean and tidy,

Mr. Swan.

I like for you scum
to see the value

of a pristine world.

And yet, I found this
in your cell today.


What is that, Mr. Swan?

Well, look here, Warden,
I know I've been in prison

a long time, but that sure
looks like a woman to me!


WARDEN: Cleanliness,
Mr. Swan, cleanliness.

Keep your home morally sound,
spotlessly clean.

You may resume eating,

Thank you.





So, what are you
in for, exactly?



IRS sting operation.

Took some of the best people
and nailed my butt.

Me and Al Capone,
all of the hard cases, you dig?


Understand this stake,

you gots to keep your eyes open,

that's the key to survival
around here.

-HERBIE: Right.





Oh, come on, Sly.

The general surgeon
has determined that smoking

can be very hazardous
to your health.



today's your lucky day.

It is?

I'm gonna shorten your sentence.

Well, how are you gonna do that,

Easy, baby.

I'm gonna kill you.






No, scumbag.

I'm gonna kill him.

Watch your fat mouth, Tarzan.

Mr. Chocolate here
lost the game last night.

He owes us some ducats.

He owes me money, too.

So, I'll kill him first

and you can kill him later.


Put his ass down, white meat,

or I'm gonna take yours.

Excuse me.

I really wish you guys
wouldn't fight over like this.

-Shut up.
-Shut up

Okay. Okay.

Listen guys, you know,
I don't think violence

really ever solve anything so--

No? Wanna bet?






Are you all right?


Of course, he's all right.

You're all right,
aren't you, Herbie?

Yes, sir.

What a brave fellow.

Come with me.

I took the liberty
of ordering you a newspaper.

I thought we could go through
the goal futures together.



WARDEN: Ms. Scott.

I think you're in debt,
Mr. Swan.

Hope you make it
through the day.









I want you to feel free
to say what's ever on your mind.


Pipe down.

Mr. Wolf, let them speak.

These assholes have no manners!


Watch your mouth, boy.

-And you sit your big ass down


Mr. Wolf, that'll be all.

That'll be all?

I'm gonna be fine.

WOLF: Okay, carrot top,

it's your funeral!

Hi, bye!


Hey, send a postcard, cabron.



DR. SCOTT: Gentlemen.

Gentlemen, I'm a psychologist.


All, right. Yo, baby.

Isn't the whole idea
of this thing

to say whatever's on your mind?

All right.

I--I'm innocent.

And who the fuck cares?

I do.

That's why I'm here.

Prisons all over this country

are starting to provide
this kind of counseling.

And I think this is--

institution should keep up
with that modern

penal phisopholy--philosophy.

Well, sweetheart,

I got some penis philosophy
for you, huh?

Oh, no, no, no.

Forget Fatso's philosophy.

I got you the real thing
right here, mama.

Hey, isn't anybody
gonna help her?

There's sweet little
coochie you, huh?

Rule number four,
don't get involved.

You dig?

Hey, what are you do--
what are you doing?

-Don't get involved.
-Uh, Cowboy?


Look, guys, everybody knows that

in prison, sexual tension
is overwhelming,

so, uh--

so what if there's
a beautiful woman there?

why don't you guys just try

to control your hormones,
all right?

And show her a sense of dignity
and decorum?

Didn't we tell this fuck
to shut up?

We will.


No, Cowboy.

Cowboy, put him down.


Yo, man, you put--you put--

-um, nice arm, brother.
-Oh, thank you very much.

-Now put that shank down now.

Be glad to.



-Wrong move, sucker.


what you got to say about that?


Causing trouble again, Altman?

Well, not really.
I was just trying to...


Interesting story here
on fossil fuel investments.


-In the box.

Ten days.


You see, Ms. Scott,
they're scum, garbage.

That's the kind of people
we're dealing with here.

Well, obviously, I don't agree.

You're here to watch how
absolute power controls crime.

Brute force keeps these men
in line,

not Freud and Jung.

Warden, I don't think
the answer is force.

I think we should be concerned
with the conditions here.

I mean, do you know
what the recidivism rate is?

Seven out of ten convicts

come back to this prison.

Doesn't that bother you?

Of course, it does.

It means three of those scumbags
are still out on the streets.

Doesn't that bother you?

Good day, Ms. Scott.

Good luck.

You're in luck, hand job.

The new shrink
wants to see you.

Mr. Altman?

Um, I just wanna tell you

I'm really sorry
about what happened today.

I feel like it was my fault
that you're in solitary.

It isn't.

Well, I feel that way.

And I just wanna thank you

for coming to my aid.
I mean...

WARDEN: Visiting hours are over,
Ms. Scott.

I wanna talk to him, Warden.
He's my patient.

He's my prisoner,
and I do not permit house calls.

DR. SCOTT: If you force me,

I'm going to report this
to the review board.

[CHUCKLES] Well, you do
whatever you have to do.

I run this prison,
not the board.

Mr. Wolf.

Pleasant dreams, Herbie.

I hope you come
to your senses soon.

Most people go a little mad
in this sweatbox.

Thanks, Wolf.

Yo, what's happening?


God, Sly.
What happened to you?

A slight disagreement
with my creditors.

You look bad.

Yeah, well, I doubt your mug
could win a prize either.


Hey, how much do you owe
those guys anyhow?

Twenty five thousand dollars.

Goddamn. Isn't that great?

-Twenty-five grand?

How are ever gonna
pay that back?

Afford them a plan, man.

A dollar a month for the next
twenty-five thousand months.


WOLF: Guess what?

Warden wants to make sure
you got plenty of

"I" word material.


Yo, Herbie,
what's the "I" word, man?




That's why I call it
the "I" word.

Every time I say it,
that happens.

That's it.

Ow. [CLEAR THROAT] Look here.


Look here, man.

You gots to do
the "I" word for me.

Now, come on, man.
You gots to do it, man.

Not for the warden, man.
For me, man.

You're the "I" word for me,

'cause if you don't do
the "I" word for me,

then one them brothers,
like Shaka or Raoul and Cowboy,

they're gonna kill me.
You understand?

And then you're gonna get
a new cellmate, man.

And he's gonna love talking to
you to bed at night, you know?

-You know what I'm saying?

So you gots to do it for me,


How are you gonna get
your hands on some money?

I need some cash.

You got to get me
at least two grand.

You get two grand,

I can add "I" it

and make twenty-five
just like that.

The Sly shall provide.

He sure will.



You want--
you want me to do what?

I want you to get your hands
on $2,000, man.




Because $2,000
will get you $20,000

in two weeks' time.

Oh. Oh. Really?

Come on, Wolf man.

I know half the cons
in the joint owe you money, man.

All you got to do is collect.

So chicken shit here
can spend it?

SLY: Hey, man.
He was an "I" word banker.

He don't do the "I" word.

The warden's been trying to
get him to do that

since he got here.

I won't do the "I" word
for the warden,

but I'll do it for Sly.

And for you, Wolf.

You will do that for me?



Is he shitting me?

No way, Wolf man.
Besides, you can't lose.

The price of your stock goes up,

all you do is collect your money
like broker's commission.

And what if it goes down?

You got a special this week,

You get all my hustling services

free for the next five years.


If it goes down,

you go down forever.

You're actually gonna kill him,


I don't know
what'll give me more pleasure,

20 grand
or tearing your throat out.


You can tear his throat out.


Thanks. [GROANS]


Now, you got a deal.


Warden. Warden.

I've been studying
the transcripts

of Mr. Altman's trial.

Warden, I really think--

[PANTS] Warden.


Piss off.
You owe me money.

But if you invest
with this man,

you';; make double your coin.

You already doubled
the double.

A simple no
would have sufficed, Cowboy.

Are you looking for any trouble
today, Mr. Altman?, sir, Warden.

No, he is not.


I said, are you looking
for any trouble today?

No, sir.


Yes, sir,

I am.


What did you say?

I said I am.

It might interest to you,

that I sent for a copy

of the Annual State
Prison budget.

That's public information, sir.

It's available upon request.

-HERBIE: Yeah.

And in my reading,

I found that Evensong Prison

has an annual food budget
of 3.7 million dollars.

That's fascinating.


Especially, after you do
a little calculating.

In the three months period,

you've spent
less than $482,000.

In a year, that's gonna be
over million and a half dollars

-unaccounted for.

Are you suggesting
any impropriety?

It's not a suggestion.


Well, since we're all having
open forum,

any more complains?

SLY: He's insane, Warden.

The slammer just made him
a little crazy.

I know exactly what I'm saying.


Yeah. I have another complain.

Why don't you give me the man
in this prison

just a little bit of respect

so that maybe we can avoid
coming back here?


Thank you, Mr. Muncy.

Don't ruffle your petticoats,
Ms. Scott.

Any more complain?

You see, gentlemen,
what we have here

is the ability to communicate.


Absolute power,

not psychology,
that's what rules.

Come on, Herbie. Let's go.

Goddamn, Muncy.


I hear you're trying to
raise some money.


Count me in for 50 bucks.

Okay, Tony.

Hey. Hey.

Did that asshole Tony
give you 50 bucks?

-Yes, he did.
-Did he do that?

-Did he do that?

Well, count me in for 50.

Okay, Mark.

Hey, count us all in for 50.

All right. You guys are in.

What are you guys doing?

Raising money [GROANS]

to cut inherent justice
of our modern penal system.

Well, count me in for $25.

Dr. Scott.

Let me get this straight.

You got my money,

and you want me
to help you raise money,

so you can pay me back my money?

I must be a fucking idiot.

Count me in.

Okay, Cowboy.


You really surprise me.

It takes a lot of cohones

to admit that you're an idiot.

But if he's got enough cohones
to admit that he's an idiot,

then I've got enough cohones
to admit I'm an idiot too.

Count me in.

-Okay, Raoul.


I am in...


Okay, Duke.



I'm in.

You wanna run that by me again,
Brother Shaka?

You heard me, brother.

I said I'm in.

You got balls, white boy.

I like that.

The way you stood up
to the warden,


Of course now,

if you lose our money,

I'm gonna cut your balls off

and stick them up Sly's ass.


I ain't talking to you, Sly man.


Yeah. Yeah.

Yeah. Sure.


My kind of people.

Now get on it.



I've got the stock.
I've got the stock.

I've got the stock.
I think we should buy.

Peach Computer?

-I don't understand.
-All right.

You said you're going
to New York tomorrow, right?

-It's simple. We need your help.

Yes, Dr. Scott, all of us.

you just got to help us.


you're the only one we got.


Yeah. You got to do it.

We'd like you to open an account
in the House of Forsythe.

-Do it.
-Don't do it.

-Do it.
-Don't do it.

You used to work there,
didn't you?

Yeah. And we need you
to buy some shares

in Peach Computer.


Herbie, I don't think
this is in keeping

with the doctor-patient

Dr. Scott,
if you don't do it for me,

do it for the cons.

Well, how much money
are you gonna invest?


Twenty five thousand.

I don't know.

This is out of my authority.

I mean, I don't even
know where you got this money.

Good morning.

I'd be glad to help you,

Scott. Ellen Scott.

Oh, good that it's Miss?


I'll be handling
your account personally.

Well, thank you,
Mr. Forsythe.

Please. It's Reggie.

Reggie IV.

Now, how do you want
this handled, Ms. Scott?


-Well, I represent an account

that will be dealing in cash,

-for now.

And the name of the account?

Con Inc.

REGGIE: Con Inc.

It's a utilities account,
I suppose?


It's more like
an institutional account.

Oh. Good.[LAUGHS]

I like doing business
with a respectable

and established firm.

So do I.


Look for the symbol

of your independent agent

through the yellow pages.

You're more than
one company agent.

Good morning.

Welcome to Wall Street Today.

Stock market opens slightly
higher today on news

of declining interest rates.


This computer certainly
is the stock to watch.

Some say their company
is on the verge

of a major breakthrough.


But there are also rumors that

the dynamic president
of Beige Computer

maybe leaving the company soon.

Those rumors maybe reflected
in today's figure.

IBM, up two points.

Beige Computer, down nine.

Just given the taste

-of Alka-Seltzer...
-Guys, look,

these things happen.

Uh, well, see,
we call it ebb and flow.

Ebb and flow this.

-Son of a bitch.


I told you
not to mess with my money.


No. No.

Here are some updated figures.

IBM, down two points.

AT&T, down three.

And it looks like those rumors

about Beige Computer
are unfounded.

The stock has rebounded

and is now up twelve
and a half points.

All right.

I like it.

I like it.

All right.

I'm alive.



Digital switch.

Hmm, what do you think?

It's peaked out,
Shaka brother.

It's on a downward slide,

MAN: I'm thinking soy beans.

I'm thinking institutional,
possibly IBM.

I got it.

Debbie Does Dallas.

I'm gonna open
a porno date club.

I don't know.

I'm kinda partial to beans.

And I don't really give a shit
what we invest in

as long as I can get
my old lady

a 1976 Chevy Caprice classic

so she can visit me in style.

Just look at that.

Since when did that little worm
become top dog?

This is the '80s, sir,

and everybody respects
big business.

What are you trying
to tell me?

I suddenly became
a warden of a prison

with 200 yuppie inmates.

I don't like it.

I don't like it one bit.


Will you shut down?


HERBIE: Hey, hold on.

Hold on you guys.


Thank you, Shaka.

All right, fellas,
what if we are successful?

I say we make a little money,
and then...

A little?

Come on.

With your expertise in our cash,

we can make a fucking bundle.

But have you guys thought about

what we're gonna do
with the profits?

I mean, has anybody
even thought of that

how we're living here?

I mean,
the cells are a disgrace.

The plumbing doesn't work.

The food is total shit.

The warden thinks
we're a bunch of animals.

And, you know,
he's on to something.

I mean,
we're living like animals.

I could walk down a tier here

and get knifed just like that.

Anybody touches you,
me and my brothers,

we rip his goddamn
intestines out.

Raoul, listen, man.

I don't want anybody ripping
intestines out over me, okay?

Okay. Okay, man.
Well, what do you want, Herbie?

I wanna invest in the prison.

I just said the "I" word.

-And I didn't sneeze.

-SLY: Hey.
-HERBIE: Yeah. So, look,

that's what I've been
trying to say.

I would like
to improve the prison

and invest in us.
Is that a great idea or what?

That's bullshit.

Bullshit, man.


All right. All right. All right.
Look, it's not a great idea.

Suppose we go along
with this idea,

who decides
how we spend the money?

We do.

-SHAKA: We do?
-Yeah. It's a--

it's a board of directors, man.
Just like US Steel.

And the board decides
how to spend the money?


-I like it.
-HERBIE: [CHUCKLES] All right.

I like it a lot. Yeah.

Where are we going, Mr. Wolf?

Just follow me, Ms. Scott.

HERBIE: So we all agreed
the profits from Con Inc.

will be used
to improve the prison

and to help your families,
including our dental

and health insurance plan
for your kids.

Now, all in favor say aye.



I got a question, damn it.

How the hell are we--gee.

Oh, I'm sorry, ma'am.

No disrespect.


How are we supposed to get
these improvements

past the warden?

Well, that's up to our
sergeant-at-arms, Mr. Wolf.

Do you foresee
any problems, sir?

Only Muncy and the warden,
and I can handle them.

Only Muncy and the warden?

I said I could fucking...


I don't foresee any difficulties

that can't be circumvented.

SLY: Okay.

That leaves one last item
to be considered.

What's that?

Nomination for chairman
of the board.

And I nominate,
Mr. Herbert Altman.

I second the nomination.


Agreed. Agreed. Agreed.

Agreed. Agreed. Agreed. Agreed.


The election is so recorded.

Thank you, Mr. Secretary.


All right, gentleman.
Well, let's get to work.

So what's the first order
of business, Mr. Chairman?

Well, we got to get our
treasurer to concluded

our very first stock

When is the next time
you're going to New York,

Madam Treasurer?

Oh, no.

Madam Treasurer? Me?

That's right.
We all voted for you.

-It's unanimous.
-I can't.

I mean, I'm really flattered.

I am. I--I'm just already too
deeply involved.

Listen, guys, I can't.

I-I can't.

I've--I mean,
it's an absolute no.

I just can't.


Hi, Reggie.

Let's go shopping.


You actually got someone
to donate these computers?


It's a grant from
a charitable organization.

They're interested
in prison reform.

Must be a charity ran by idiots.

What we'll cover today,
gentlemen, is ebb and flow

in the marketplace and its
impact on risk arbitrage.

Our first order of business
is index futures...

Scum like that will never
learn how work computers.

Gentleman, start your engines.

Program booted, sir.


And what did Conic
do this morning.

Three hundred thousand shares
of Allied Rubber

opening at nine and a half,
already to twelve, sir.

Double it.

You want 600 to 12?

In my personal account.

-But, sir...
-Have they ever been wrong?

-No, sir.

Do you know what that sound is?

What sound?

That's the sound of happy feet.


What exactly is wrong with you?

Wrong? Nothing is wrong.

Everything is wonderful.

Ellen told me that Con Inc.
is preparing

to buy out Allied Rubber.

In a few days, the stock
will go through the roof.

You idiot. Don't you realize
you're trading

on insider information?

I know.

And it's the third time
this month.

The guilt is causing me
great duress, Arthur,

but one thing does seem to help.


What's that?

We're making a fucking fortune.

I'll check the annual report
on GTO Pharmaceuticals.

I think they're prime
for a leveraged buyout.

Is that your recommendation?


Well, Raoul,
what's your recommendation?

GTO Pharmaceuticals
has no liquidity,

a negative cash flow,
and a high dead ratio,

the bottom line, brothers,
an unsound investment.

Wait. Wait a second now.

No. No.
You wait a second, Sly man.

Your last investment idea
cost us $380,000.

You know, I got
to with Raoul on this one

'cause he's in charge
of new acquisitions.

Hey, don't get down, man.
You guys are doing a great job.

Speaking of which,
let's get to work.




SONIA: Wonderful.

SLY: Excellent.

SONIA: It's almost like
the sun in Jamaica.

SLY: Absolutely.

I miss Jamaica.

SLY: Such a wonderful sunrise,
don't you know?

-Will you take me there?

-Want some chicken?
-Anytime, I thank you.

Yo, Herbie, I'd like you
to meet Sonia Ansell,

manager of our car dealership
in Montego Bay.

-Hi, Sonia.
-Hello, Mr. Altman.

May I say what a great
pleasure it is to finally meet

the signature I've been
getting on my check every week.

Well, I think
the pleasure's mine.

Say hello to Jamaica
when you get down there.

-SONIA: It's a pleasure.

Hey, Cowboy.

-How you doing?

Meet my little dogies,
Linda and Carrie.

Hi, girls.

Why don't start eating your
pies, huh?

They're beautiful, man.



Hey, Raoul.
How you doing in there, man?

-Hey, pretty good.
-Isn't this excellent?

Yeah. Beautiful.
You remember my brother, Emilio?

-Mr. Altman.
-Oh, yeah. Hi, Emilio.

-How are you?
-You know, we're really,

really proud of what
you're doing in East LA.

Great, great business
you're doing.

So am I, Mr. Altman.

In fact, I'd like to speak
to you about opening

other retail outlet.

All right. Why don't you drop
a prospectus, okay,

and give it to Raoul?

He'll present it
at our next board meeting.

-Very good.
-The next East LA Iacocca.

All right, man.
Good to see you.


I just wanted to tell you, man,

outside before,
I had no dream,

but now I do, okay?

-All right.

Thanks Raoul.

Hey, how you doing you guys?

I'd like you to meet my mother.


She's beautiful, man.

Enjoy your picnic.

How are you doing?

Hey, man.
How you doing too?

I never thought
I'd ever say this,

but I'm gonna really
miss this place.

Hey, man.
You're getting out of here.

You're not getting out
of county.

I mean, you know, you--you're
gonna be our district manager

for all our fast foods
in Westchester.

-You're covered, man.
-We're behind you.

-Thank you, man.
-All right.

You have a good one.

Later, Shaka.

Hey, come on, man.



A surprise inspection.

My God.

-That keeps a man on--
-Yo, you know the drill.

You, you, you, move.



Have a seat.

This place is looking like
a pigsty.

I haven't got all day,
Mr. Wolf.

Yes, sir.

I'm gonna have your ass,
Mr. Altman.

It's just a question of time.



hey, I know I let you
all down lately

but I have something
that is very hot

and with your consideration.

It seems Eddie Tyler
is our newest addition here

-in the joint.
-Eddie who?

Eddie Tyler,
our newest addition.

He's doing the fire spot
for B and E.

His brother broke into DigiTech

and he found this.

It's a confidential memo
from DigiTech.

It seems there's going
to be a, uh,

friendly takeover
of Keytronics Computer.

That stock
is gonna be airborne.

We buy now,
we make a killing

which should even the books
on my $380,000 loss.

We can't use this.

Why the hell not?

Sir, couldn't that piece
of paper,

wouldn't it make us
guilty of...

-Insider trading.
-Insider trading.

Yeah. It would,
it definitely would.

We can't use that shit.

You're crazy, man.


Count me out.

Thank you, Sly,

but I don't wanna do
no fucking time, all right?

Look around you, brother,

what do you think this is,
Club Med?

-Hey, that's cold, bro.

-Let it go, Sly.

Just let it go, man.

Look, I know I've been
screwing up lately, y'all,

so I'm hoping this kind
of settles our account, you dig.

Come on, I got a little
surprise for you.

Check this out.



All right, y'all.

If you will accompany the Sly.

What is this?

This better be good.

Whoa, what's this?

-Check it out.
-Check it out.

Man. All right.


That was just an appetizer,

Now, for the main course.


Comes complete with
a warden-proof alarm system,

you dig.

Now let's party.



Aren't you gonna go
to Sly's party?

Yeah. I, uh, I am.

I figured you'd be coming
this way and that--well,

maybe you'd like a glass
of champagne with me.



I talked to the review board

and I want to get your hopes up

but it's very possible

that they are gonna recommend

the reopening of your case.

So you live around here, I mean,
because I live around here,

you know what I'm saying?
I mean, I really live--

I like you, you know what
I'm saying? I like you a lot

because I live around here,
oh, you live around here,

we can live together.
It's nice, it's cheap.


Woo-hoo! Look at them tubes,
yeah haha!

You know, it's--

these parts are dangerous.

You know, I think--

well, I really ought
to walk you back

because anything could happen,

I mean,
there's wolves out there.



You know,
I've been watching you...

for a long time, baby,

you know...

I really need you, baby.


Oh, jeez. Do me a favor.

Hold that pose,
write my parole board.

See you. Damn.



I gotta get back to my cell.

I'm singing--
Oh, time--timing.

Timing. That's great timing.


The warden is coming.




Whoa. Hey.

Out a little late tonight,
aren't you, scum?


I'm sorry, it's my fault.

I-I-I called them here
for an evening therapy.

You're a liar Ms. Scott.

Altman, 20 days in the box.

Lock him up.


Hey, come on.


Look, Herbie's
been in the box 15 days

and we have a cash flow problem.

We gotta sell some assets
to meet the margin call.

We are in no position
to sell any assets.

Well, why do they want
a margin call now?

Because our speculative stock

show increased negativity.

It means we're going under.

The house of Forsythe
doesn't trust us anymore.

Well, hey,
in terms of solutions,

the Sly will provide.

Oh, yeah?

Just how are you gonna do that?

Hey, you are gonna love this.


Are you in there, man?

I fucked up, Herbie.

Just like I've been doing
all my life.

Fucked up.

All that talk about me being
a big man on the outside,

not true.

You know
what I'm really in here for?

Selling firecrackers.

I drove a load 800 miles
from Georgia,

and who did I sell them to?

The FBI.

What happened, Sly?

SLY: Herbie...

I've been kicked off the board
of Con Inc.,

for efforts injurious
and detrimental to the company.

And for suggesting we sell
a few fraudulent bonds.

Fraudulent bonds?

Well, it was a great scam
I couldn't have missed!

God. I can't believe it.

SLY: I don't, either.
I'm into shock, Herbie.

They kicked me off the board,
me, for being a crook!

Shit. And that's not
the worst of it.

What, there's more?

Yeah. They kicked you off too.

Me? For what?

Advising me to be a crook.

And I don't know where
they got that idea, man.


What's so--hey.

An attitude like that
is a very bad sign, Herbie.

I'm talking some major
psychological damage in there.

I'mma have to speak
to Dr. Scott about you, man.

Hey, Sly.

What happened to your face, man?

Oh, this?

Well, the Warden requested
a private interview.

He's closing
in on Con Inc., man.

But I'm afraid he's gonna fall
apart before he finds it.

What are we gonna do?

You're gonna have
to tell the Warden

I need to see him.

For what?

Sly, just do it!

Okay. All right.

Did you hear that?

-Let's go.


Mr. Altman.
It's your show.


WARDEN: Very good, gentlemen.

You did a very good job,
I'm proud of you.

Herbie, sign it.

We're supposed to do
that in private.

You gave me your word.

I changed my mind.

Sign it.

-MAN: Don't do it.
-MAN: Don't do it, Herbie.


I did it.

Mr. Wolf?

Now I own 51% of Con Inc.

So you're all working for me.

I don't remember telling
anyone to stop working.

Back to work, partners.

You're a two-faced
son a bitch, Warden.

You're worse than anybody
in this prison.

You're the--you're
the ultimate small-timer.

Confined 15 days
in the box seems

to have unbalanced your mind.

Not really.

I can get you another
12 million.

In cash.

Talk to me.

Sell the company.

I got just the buyer.

Look, you sell
Con Inc. on paper,

you got the only asset
that matters: me.

I buy all the stocks,
I make the investments.


why would you wanna put
$12 million in my pocket?

So I can take it
from Reggie Forsythe.

The motherfucker who framed me.

A small chance of revenge,

What the hell?

Every man's entitled
to a little revenge.


Uh, I think you
all know who I am.

I'm Herbie Altman.

Prisoner 2778310,

and Chairman of the Board
of Con Inc.


You-you sold us out!

Mr. Ex-chairman!

All right. That may be true.

There may be no more Con Inc.,
at least the way we know it.

That's bullshit!

And you got the right
to be angry.

We're just experiencing
slight business turndown.

Yeah. You're about to experience
a slight case of my knife.

You lied to us, cabron.

All right.
The hell with that?

I just want you guys
to know something.

Yeah, and what the hell
is that?

I want you to know
that I'm proud of you.

-All of you.
-MAN: Oh, really?

Yeah. You guys threw me
off of the board

over an issue involving ethics,

and I wanna tell you something,
it doesn't happen in business.

Well, why the fuck
did you sell us all out there?

I didn't sell you out.

It was time
for Con Inc. to evolve

-into something else?
-And what's that?

The Warden was on our ass.

-MAN: Bullshit.
-Everything was on our ass.

More bullshit!

Look, when a company's

facing a hostile takeover,

you gotta fight.
And that's what I'm doing.

Now, we can have
the PAC-MAN defense,

we have
the white knight defense,

poised and peeled defense,
it doesn't matter

if you don't fight.
That's what I'm doing.

I'm fighting!



Open the gate.

-Open the door, Wolf.
-Open the gate!

What are you doing?

MAN: No.


Kill him!
Kill him! Kill him!

Kill him!
Kill him!

Let him--let him--let him up!

Let him up!

Get up, Herbie.

Get him up!

Now what you got to say,

Say it.

I need your trust
for the next few days.

Unlimited trust.

It's gonna look strange
what I'm doing,

but I know what I'm doing.

I'm doing it for us.

MAN: Kill him! Kill him!


Shut up!
Shut up!

You're acting like animals.

At least this man taught you
a little self-respect.

So give him a chance!

-MAN: Kill him!
-I'm not gonna tell

your ass again!

We're gonna give you a chance,

Because you helped us,
we're gonna help you.

You got our trust.

Just one more time.

Twelve million dollars?

In cash.

ELLEN: I told him
that was the purchase price.

HERBIE: He wanna come here
and look the place over, Warden.

What do you mean?
He's coming here?

Well, he's not gonna buy
Con Inc. sight unseen.

We got a lot
of cosmetic surgery to do

if we're
gonna transform this place

into a business
with growth potential.


When's he coming?


I must admit, the irony,

it does appeal to me.

Selling the company
while I still own the key piece

of manpower and doing it
on federal property.


Hey is America a great place
or what, man?


All right.

I'll do it.


Tell me I'm not crazy but,
isn't this a prison?

It was.

-WARDEN: Not anymore.

Of course not.

We haven't heard of a prison
with one guard

and open-door policy.

-Welcome to Con Inc.

I'm Mr. Swan.

Oh, Ms. Scott.
Mr. Tennant is expecting you.

This way.

What's happening, brother?

-Mr. Forsythe?

John C. Tennant.

How do you do?

How do you do?

I've heard so much about you.

It is indeed an honor
to meet a man

of your dynamic reputation.

Well, I've certainly
heard enough about Con Inc.

through its own
dynamic reputation.


Well, let's cut the bullshit.

I'll show you around.

My thoughts exactly.

-Well, Mr. Forsythe,

I bought this old prison
for a song.



Absolutely perfect
for our diversified interest.

We have power plants,
printing presses,

machine shops,
tool and die works.

even a license plate factory.

Just kidding.

See, there are various ways
to hide cash flow

when you have several operations
under the same roof,

if you get my meaning.

Oh, I certainly do.

And this is Mr. Kay Monroe,

our chief stock analyst.

He'll be staying
with the company.

Uh, how long?

Three years with good behavior.

Thanks, Mr. Monroe.

-Um, Mr. Forsythe.

WARDEN: We have hot and running
cold water over here.

-Down there.
-REGGIE: Okay.


DR. SCOTT: Mrs. Wilson.
Good to see you again.

It is good to see you,
Dr. Scott.

Mr. Thomas, welcome.

Where is Warden Tennant?

Uh, well,
to be perfectly honest,

he's very busy.

But he asked me
to show you around

and point out
some of our new reforms.


And I know
and you and the board

are going to approve.

Reggie, I'm worried.

-Don't be.
-I'm not so sure about this.

I am.

And I want it.

Eighty million in assets
for twelve million in cash?

-How can we go wrong?


I am extremely impressed
with your operation

and I think, uh,
we can do business.

Very good.

-Thank you, Mr. Swan.
-Thank you.




here's to what we all deserve.



Mr. Muncy, may I have a word
with you, please?


let's sign some paper,
shall we?

What a good idea.


What do you want?

Just this.


That's cute, Sylvester.

Is show time over?

Yeah, it's over, man.


What's the latest, cowboy?

Oh, I'm working
on Perry Semiconductors.

It has a basic profit ratio
of 7.2 per annum.

Stockbroker's training course
for convicts.

Suits and ties for inmates.

A very progressive approach,
Dr. Scott

and very unlike Warden Tennant.


Well, Reggie.

I think that does it.

That's it.

Uh, it's all in order.

Now against my better judgment,

you are the proud owner
of Con. Inc.

Everybody, freeze.

What the hell are you doing,

Sit down, scum!

Hello, Reggie.

-Hello, Herbie.

What are you doing here?

Thirteen years.

This is the federal prison!

Do you mean this is an actual

-functioning penitentiary?
-You just paid

-$12 million dollars--
-Shut up! Shut up!

Shut up!

What do you want, Altman?

HERBIE: I would like
a signed confession.

-TENNANT: About what?
-HERBIE: How about abuse

of power, stealing
from state penitentiary,

corruption, fraud?


Well, you're not gonna get it.

What do you want from me,

I want a confession, you ass,

that you're an embezzler,

an inside traitor,

and that you committed perjury
during my trial.

Oh, Herbie.

You're such a bore.

That was
an impeccable frame-up.

You were the perfect sap then,

you are the perfect sap now.

He's bluffing.

Herbie, what's come over you?

You used to be
such a decent young man.

I'm a convict, asshole.

Hey, Herbie.
You ain't planning

on shooting nobody
for real, are you?

Oh, I couldn't kill before,

but now I can.
I like the feeling.

SLY: Uh-uh. Hey, man.
I ain't gonna let you

do that, man.
I am not in murder.

-You are not in murder.
-HERBIE: I can kill now.

-What are you talking about?
-SLY: It's bullshit, man.

-HERBIE: We gotta get out--

It's good.

SLY: Hey, hey.
It's not loaded.

Not loaded.
Not loaded.

Hey, man.
I'm into firecrackers.

I ain't no bullet, man.

Nobody is gonna stop me, Herbie.

Not the cons, the state,
and certainly not you.

Nobody cares.

You see, Altman,

the cons were never
strong enough to stop me.

They're all scumbags.


The state never cared to know
what I was doing

so I might as well
keep on doing it.

get your ass in here now.

Muncy's not coming in.

Oh, why not?

SLY: It's called a prison break.

Everybody's escaped.

Congratulations, Warden.

You're the first cat in history

to have an entire prison
population escape.

Guards, report in now.

All guards report to me now.

Guards in D block, report in.

D block, report in.

What are you gonna do now,

I'm gonna say goodbye.

What about us?


you're on your own.

I think we just made
a bad deal, Arthur.

We're screwed.
Let's get out of here.


Bye-bye, Herbie.


I don't know about you, boys.

But I'm getting out of town.

Well, Reggie,

I think we ought to grab
some of that sun,

sand, and surf
we talked about.

Arthur, will you relax?

How many times
do I have to tell you?

Herbie hasn't got a thing
against us.

There are no witness.


Stand back.


Come on.

Come on.

Come on.



Tough luck, scum.


-Oh, shit.
-Oh, shit.

Tough luck, scum.


Oh, shit.



Mr. Jones,
I need your signature.

Mr. Altman, today's report.

-Thank you, sir.

-Sir, these [INDISTINCT]
-Sell them.

Let's go on [INDISTINCT]

Things are looking excellent
right now.

Couldn't be better, Herb.

I'm having a little trouble

with the ad campaign,
but fear not,

the Sly will provide.

Well, everything is great
in my department, Mr. Jim.

How's the rally doing?

Whee doggies, running wild.

Threw the index
off the charts.

I have to fix
the freaking computer.

Fix the computer?

Mr. Altman, there's
a telephone call for you.

Oh, I'll take it over this one.

COWBOY: Hey, I got a tip
on pork bellies.


H.R. Altman.


I'll be home Saturday.

All right.
Look, I'll be home Friday.

I love you too.

Ready, Mr. Wolf?

Yes, Warden.


Morning, Mr. Muncy.

How are you today, gentlemen?

How about a little room service?

After all, I own this prison.

Reggie, you're an asshole.

How are you today?

Any news from the parole board,
Dr. Scott?

Hi. Bye.


This place is filthy.
Filthy dirty. Filthy dirty.

Ten days in a box,
ten days in a box.

You know why 10 days in a box?

Because I want a pristine,
pristine clean cell

and this place is filthy.

Look at your hair.
Look at your suit.

What is the matter with you?
Dust, dirt, scums.

Scum, you heard that before?

Filthy, dirty scum.
That's it.

This whole place
is filthy dirty.

I know is Marco was--
you know, Marco,

what's the matter with you?
What's the matter with you, huh?

What's the matter with you?
Look at this place.

It's dirty.
Filthy dirty.

I want a new suit.
I want new clothes.

Not you,
because you don't care.

You know why?

All right.
Top of the world, Ma.

Nobody messes
with Johnny Rico.

Nobody, see?

I am Lawrence of Arabia.


Oh, yeah.
That's it. Come on.

That's it. Come on.
Let's go. Let's work out.

That's why it's prison aerobic.

That's what we need.
You got to lose weight there.

Lose weight here.
Let's go.

Up, down, up, down.
Come on.

Get it right off here
because you know what

[INDISTINCT] all night long

it's my nose, it's my ears--
I don't care if you care.

I don't care [INDISTINCT]
want something to eat?

Want something to eat?
Take two loads, please.

Not me.
I'll tell you why.

You know why? Because no one
is [INDISTINCT] no good.

No, you're [INDISTINCT] good,

I'm not gonna share.
So what are you, mister?

Hmm, hmm.
Well, how's everything going?

Everything okay?
Not for me.

It ain't okay
because you know why?


you and I
are gonna be great friends.