After a series of events bring Ray Gibson(Eddie Murphy) and Claude Banks(Martin Lawrence) together on a bootlegging run, they find themselves sentenced to life imprisonment at the Mississippi State Prison. Over the next sixty years Ray and Claude witness hardship and kindness, cruelty and forgiveness, life and death. Along the way, they see many friends come and go, but their humorous outlook on life prevails as their friendship deepens and endures. Together, they never lose hope that one day, somehow, they will once again walk outside the prison walls as free men.