Step out of your vehicles.
Leave the car with the keys inside.
Take all personal belongings
with you to inspection.
Move on.
- Do you think I'm scared, Captain?
- You're never scared.
- Except when you're scared.
- Then you're really scared.
Why don't you get out of here
and we'll both feel better?
- I can take this trip alone.
- No!
Look at it, Karen, please.
- Shit! It keeps doing that.
- Don't lift your arms up.
I guess I can't salute.
Get out of the car, please.
Step out of your vehicle.
Leave the car with the keys inside.
Take all personal belongings
with you to inspection.
Identification.
Travel authorization to Vancouver.
Let me guess, the big one's hers.
Am I right or am I right?
I've never known it to fall. They
change clothes three times a day.
- We've got a positive here.
- No, there must be a mistake!
Goddamn breeders!
You think they'd learn.
- Some never do.
- Ain't that the truth.
- Next.
- Your turn.
Negative. Proceed.
Hey, come on.
- Don't forget her favourite dress.
- Thanks. I'm just so tired.
I've been driving all night.
This bitch
is trying to get past our machines!
Goddman fucking flack jacket!
Run! Go!
You're under arrest. Stand up and
keep your hands away from your body.
Hold your position.
Put your hands over your head.
You are under arrest.
I did a feature on this place.
It's enormous.
- Like your mouth.
- It's got no windows.
Attention, prisoners.
You are entering the Fortress.
A private maximum-security prison
run by the Men-Tel Corporation.
I only bounced a couple of cheques
and they give me maximum security.
It's located in a secluded desert.
No life can survive here.
Escape is impossible.
- 60 days I've got to do.
- That's short-term, man.
- You're only taking a nap.
- I never nap.
- What did they get you for?
- My wife was pregnant again.
One wasn't enough?
- He died at birth.
- Didn't they tie her tubes?
They said they did.
I guess we got lucky.
- Lucky? What did they give you?
- 31 years.
- Why the fuck are you smiling?
- She got away.
This is a complete security
environment. Crime does not pay.
It's 30 stories high.
How can it be invisible?
Calm down. Take a deep breath.
- Forget him. He's dead.
- He's just scared, okay?
The scared don't survive inside.
All right, everybody, strip.
Now!
All prisoners,
your attention, please.
Welcome to the Fortress.
Everything here is the property
of the Men-Tel Corporation.
Including you.
I am Prison Director Poe.
The Federal Government pays Men-Tel
$27 a day for each one of you.
They expect us to put you to use
expanding our facility.
- Hidden weaponry.
- Open your mouth!
Spit it out and put it in the bin.
Your work shift will be determined
by our computer ZED-10.
You will learn to live
without day or night.
These are Psychological
Security intelligence Systems.
P.S.l.S.
Your thoughts
will be with me... always.
Put your heads in. Now!
Prepare intestinator tagging.
You are about to be outfitted
with intestinators.
Men-Tel's automatic
behaviour-control device.
Observe all rules.
Be especially observant
of the yellow and red lines.
Crossing a yellow line
will result in pain.
Crossing a red line
will result in death.
I have an illness.
It's called claustrophobia.
- It's a real illness!
- Don't do this.
Remain in line.
Do not cross the yellow line.
Nobody's listening to me!
I have a note from my doctor.
- Yellow is pain.
- I cannot stay here! Listen!
The intestinator
is now in pain mode.
Turn it off!
Do not cross the red line.
Red is death.
I told you. Dead on arrival.
The Fortress is the world's largest
underground penitentiary.
are housed in the central core.
They destroy only organic matter.
Prisoners Brennick and Gomez,
get off here, please.
Up these stairs, please.
Come with me, please.
No fucking way!
We're not taking any more in here!
- We've got a crowd in here now.
- Complaining is a violation.
- So is overcrowding.
- Intestination starts in 5 seconds.
No, come on.
All right, big mama, come on.
The more the merrier.
Bitch.
- 5 seconds to enter cell.
- Come on in.
- What happens if you walk out?
- Try it.
What's your problem?
Laser perimeter intrusion.
Step back, please.
Smart fish. Very smart.
- You'll have to pay the rent.
- I do my own time.
There's all kinds of time.
Think about it.
You don't pay the rent,
me and Maddox come and get it.
Is that you?
No. Maddox is hard to miss. He's got
a 187 tattooed on his forehead.
Do you know what 187 means, fish?
I bet it's not your I.Q.
He's doing the big bitch.
So maybe you want to pay the rent
after all.
Brennick, John.
D-Day.
Anywhere you like, man.
Hey, pretty boy,
is your ass as sweet as your face?
- If it is, you can bunk with me.
- Try it and you're dead.
I can wait.
Night-night, sweetie.
Don't dream.
You're enjoying this.
- Yes, I suppose I am.
- Your function is to monitor.
We do not observe
for personal pleasure.
You don't understand pleasure...
or pain. I do.
- It is time for pain.
- I'm afraid it is.
Unauthorized thought process.
What's the matter?
Stomach ache? Indigestion maybe?
What's with him?
He's a ghost.
He got himself mind-wiped.
- He tried to escape. Big mistake.
- A mistake is what you make it.
Nobody makes it out of this place.
Don't believe
everything they tell you.
Help!
Leave me alone! Help!
Private party.
Violence will not be tolerated.
Prisoners
Maddox, Brennick and Gomez.
You will be released from solitary
when the perpetrator is revealed.
I can't stand here any more.
- I've got to get out of here.
- Then fry, you little fuck!
Come on, you can do it.
Are you ready
to identify the perpetrator?
- I've got to get out of here.
- Think about being strong.
I am.
- Tell them... you're dead.
- Shut your mouth.
I'll shut yours... permanently.
to identify the perpetrator?
No...
Who started the incident?
It was...
It was...
- Who started the incident?
- I did it.
It was me.
Prisoner Brennick,
report to Director Poe immediately.
Sit down, 95763.
- My name is Brennick.
- Of course it is.
- Make yourself comfortable.
- I am comfortable.
You're acquainted with Abraham.
He is the very best of our trustees.
I have written some excellent parole
reports, but in all honesty, -
- I don't know what I would do
if he were to leave us.
John Brennick...
The most decorated captain
in the history of the black beret.
Yet you quit in disgrace,
didn't you?
- You lost an entire platoon.
- That's no business of yours!
So touchy.
I suppose that's understandable.
But still...
Would you want to lose
this particular former soldier?
We caught her before she reached
the far side of the bridge.
The law is clear:
One chlld per woman.
We live on a very small
and fragile planet.
We must maintain
the population balance.
Abortion is illegal and that
leaves only one alternative.
She is so beautiful.
- Intestinate, Karen Brennick.
- Intestination commencing.
- You bastard!
- ZED...
I don't think you reallse
your predicament, Brennick.
You have nothing.
You have nowhere to hide.
You are nothing.
I fucked up.
I couldn't handle it, man.
I know.
You better watch yourself.
Where's the women's section?
- Don't even think about it.
- Are you gonna report me?
His little sisters will do that.
- Where's the women's section?
- I am not going to die inside.
You'll die right here
if you don't tell me.
Ain't that a bitch.
Two fucking days and you're
just like everybody else in here.
- You didn't answer my question.
- Fuck you.
Levels A and B.
What is it?
The baby's kicking.
I can feel it kicking.
It's fine. It's natural.
I just want to hold my baby
for a little while.
I know I can't keep her, -
- but just to see her
open her eyes...
I won't let them take my baby.
Remove number 74270.
No...
Get her!
Stop her!
Into the operating room.
Come on, take it easy.
Your babies are the property
of the Men-Tel Corporation.
Rise and fucking shine, asshole!
Laser perimeter intrusion.
Step back, please.
- Shall I intestinate?
- No.
Retract the bridge.
I have a death warrant in his name.
Execute it, 95763.
That is an order!
Your sentimentality is touching,
but quite foolish, Brennick.
Prisoners, a demonstration.
Let 'em go! Now!
You fucking asshole!
Hold your fire, ZED.
Intestinate, Brennick.
Random intestination.
Come on, Karen!
Take John Brennick to isolation
to await punishment.
Disobedience will not be tolerated.
- I owe you an apology.
- Not necessary.
Nino...
Come on, man. Let's go.
Shit, man!
Black beauties!
- This is Brennick's bed now.
- Since when?
Since your friend
got blasted by the splatter gun.
Dickhead!
- You look awful.
- That bad?
Worse.
I was clumsy.
I ran into a brick wall.
Only the wall was moving.
- Poe wants you to cooperate.
- So he told me.
He says I should tell you
it's gonna be very bad if you don't.
No kidding.
He says if I care about you at all
I would beg you to listen.
- What do you say?
- I want my husband.
You got him.
John, no matter what you do...
I'll never not love you.
You're real lousy at goodbyes,
you know that?
I always have been.
Commence procedure.
John, help me!
He's been in there for three days.
No one has ever lasted four.
There's a first time for everything.
- You could stop his pain.
- But there's a price.
I want you to live here.
To share my quarters
for the remainder of your stay.
- Why me?
- Why does music give me pleasure?
I skipped music appreciation.
I'm... looking for a companion.
I'm not very friendly
to anyone who tortures my husband.
Stop it!
Stop it!
Yes...
- What?
- Yes! Bastard! Just let him go.
Release John Brennick.
Return him to his cell.
Mother of God!
What have they done to him?
He's a ghost.
- He's gone.
- Bullshit! He's breathing.
The mind is dead.
The body just don't know it yet.
- Welcome home, baby.
- Shall I intestinate?
Just a moment longer, ZED.
This is a fascinating dream.
Quite instructive...
regarding
the prisoner's psychology.
The Brennick woman is causing you
to act in an unprofessional manner.
None of your business.
- Her presence is a violation.
- I make my own decisions, ZED!
Shall I intestinate?
Unauthorized thought process.
It's a very advanced model.
Yes, you were a computer technician
in the army.
I never got near anything
as powerful as ZED.
Of course not. No one has.
Don't touch her!
ZED, seal control.
If you ever lay a finger
on her keyboard, -
- or utter a single voice command, -
- you and your child will feel
a pain unknown in human history.
Don't touch him, asshole!
What the fuck does he care?
He did it to himself.
No, they did it!
And what are you gonna do about it?
Yeah, right.
- What are you?
- I am enhanced.
- You're not human.
- A monster? A freak?
The Men-Tel Corporation transformed
me into a more efficient being.
Once a month,
I absorb amino acids.
I waste neither food nor fuel.
When my kind are in the majority,
there will be no more world hunger.
You don't sleep. You don't eat.
You can't make love, can you?
No, but I can love.
- Are there others like you?
- Not many as advanced, but yes.
I was one of Men-Tel's first babies.
It was very special.
- You're what becomes of our babies?
- Of course.
I saw your wife, Cap.
I saw Karen.
She's getting larger.
You can tell she's pregnant now.
She felt the baby move.
Your baby.
No...
You know I cannot.
I know.
But have you ever tried?
This is... very special.
I wonder why
I've never tried this before.
How do you feel?
Very happy.
Why aren't you in voice mode?
Proceed, Director Poe.
Come here, Johnny.
Come here, Johnny.
You don't have to be afraid.
John...
I'm here, John.
- Karen, where are you?
- Right here.
I must be more moderate
in the future.
Good morning, cell block orange,
level F.
before reporting for work.
- Get Brennick up.
- I'm awake.
Holy Fuck! You're alive!
- How long was I out?
- Four months.
It's true, man. You were long gone.
I'm okay.
Wait! I've been in here that long?
Karen's getting near term.
- She's all right.
- Did you seen her?
Are you strong enough for the truth?
Karen moved into Poe's quarters.
That's why he didn't kill you.
- She saved herself.
- She's closer to the way out.
- You'll never get in there.
- You do.
That's my job.
I've got a parole to worry about.
I'm not going to jeopardize that -
- so you can play
some great-escape bullshit!
I'm not playing.
We need to talk.
- Talk's dangerous.
- That's right, it is.
I've been talking to your husband.
I'm John's cell mate.
- All this time...
- He's been like a zombie.
There was nothing there...
until today.
It worked?
It worked!
- Thank God!
- I don't know what you did.
But now he's planning an escape.
Nobody ever gets out of here.
He's a good man.
I don't want to see him die.
He won't die. Not if I help him.
I don't know how,
but this will get Karen out.
Let me see that.
I know about these things.
I'll have to take it apart, but...
- Can you put it back together?
- Machines love me.
I can make it work.
It's what I did in the world.
- Mechanic?
- No, explosives.
First Intercontinental Bank.
I blew that safe
like it was fucking butter!
My partners didn't appreciate
my work and turned my ass in.
- Why?
- Shit! I blew up the money.
Don't fuck it up.
New pods will be ready next month.
- We're still behind schedule.
- Problems with the bedrock.
Five new levels must be ready
by the end of the year.
Yes, I am aware of that.
Reset your clock, ZED.
All work hours are now 93 minutes.
Confirmed.
- What are you doing awake?
- I couldn't sleep.
For the sake of our baby,
you must get your rest.
This thing is amazing!
She's beautiful!
This thing is a working genius.
Look at this.
This is a series of micros.
That's your pain mode.
This is a macro. That kills you.
This little thing on top,
that's your nerve clip.
I need you to put it back together.
- I'm working on it.
- And get it out of me.
I may be able
to cause you to throw it up...
but this bitch
is highly sensitive.
We're talking TNT on PMS.
- Could it kill me?
- Definite possibility.
- Find another way.
- Maybe there is no other way.
Wrong answer. Try again.
- If I get it...
- When you get it.
When I get it,
I'm going with you, man.
I'm having fun. I'm enjoying myself.
You know how long it's been
since I had any fun?
- Going out won't be fun.
- No, but it'll be a trip.
Just take it to him.
Just? Fuck the dumb shit.
That is a pretty big "just".
I know it's dangerous,
but I'm asking you anyway.
Say I don't get mind-wiped.
What's going to happen to my parole?
There's no parole. You hold onto
that hope because you're a man.
You keep something inside of you,
but this is a chance to fight back.
Fight for who?
You? Your husband?
I've never begged before in my life.
Please, Abraham?
If you won't do this for me,
do this for my baby.
- I've got to get this back.
- What is it?
Have you never seen
a holographic lens before?
The Only problem is we need a laser
to make this thing work.
- We've got a laser.
- You stick your hand in there.
We need something to hold it.
Wait a minute. Take that.
We've got something.
I'll be goddamned!
Look... this could be a way out.
- Hold it steady.
- Sorry, this thing's heating up.
This is the construction area.
We go in this heating pipe.
It feeds into this utility shaft
which goes all the way up...
If we don't get that, we're dead.
Fuck the lens, I need my glasses.
Get it, man.
Laser perimeter intrusion.
Step back, please.
- Shit man, don't you hurt?
- Yeah.
- How's the lens?
- Fine. The motherfucker's fine.
You should see what you fools
look like through this thing.
I want you to divorce your husband.
- That's not part of our bargain.
- You will never see him again.
He's only a cog in the Fortress's
grand design. Let me show you.
His only reason for being has been
the expansion of our facility.
Have you touched this?
I noticed there was some dust
on there. I cleaned it.
You fool! Do you know what
it will cost to repair this map?
- I beg your indulgence.
- This will affect your parole.
I'm sorry.
Divorce your husband. Marry me.
I will request permission
from the Men-Tel Corporation -
- to raise the child as my own.
I'm telling you...
I will not enhance your child.
Does this mean nothing?
And John?
I will set him free.
Karen has to tell the man yes or no
by tomorrow night.
Good. We go tomorrow morning.
Hey, time's up.
I think I've got it, man.
Check this out.
Right there. Now, look.
- It's a magnetic detonator.
- So?
Didn't you go to grade school?
Magnets. You move one...
- You can pull it out of us?
- Yeah... in theory.
But I might just give the cell
a coat of red paint.
- Let's find out.
- You mean right now?
- Have you got a better time?
- No...
If you explode,
what happens to the rest of us.
Try me.
- I'm going with you.
- No way!
Are you gonna do it... or what?
This might hurt a little bit, okay?
Where are you, man?
I think I've got it.
Quit fucking around,
you little asshole!
No hurry, no worry.
Stop fooling around.
Get the damn thing out of him!
I'm not fooling around. It's stuck.
It's okay.
Okay... my turn.
Somebody take notes, man.
I can't do it to myself.
I'll do it to you...
after you do it to me.
- What about your parole?
- Bullshit! It's time I woke up.
I'm going with you.
No, it's too much of a risk.
Are you afraid you'll lose us...
like you lost your platoon?
I don't ever want to be responsible
for another man's life again.
Hey man, I speak for myself.
But it's better to die trying
than to die in here.
Right on, man.
Fucking A.
I haven't dreamt in 40 years.
John Brennick is fully rehabilitated
and is hereby granted a full pardon.
He is free to leave the Fortress...
Before completing this
there is something you should see.
Not now, ZED.
I insist.
- Well?
- Please observe.
How dare you spy on my quarters?
A report has been filed with
Men-Tel's board of directors.
You are releaved of your position.
Your replacement
will be here within 24 hours.
Until then,
you are confined to quarters.
Confined to quarters?
I've never left these quarters
in my entire life.
You are the property
of the Men-Tel Corporation.
I am the director.
You will please leave
central control.
Crime does not pay.
Construction area altercation.
Maddox, Brennick, Stiggs, Gomez.
- That's impossible.
- Intestination commencing.
No! Maddox is dead!
Come on!
They're escaping
and you will be responsible.
You will be lucky if you end up
a Speak-and-Spell.
Mass intestination.
They're in the pipe.
Open the steam valves.
Activate the strike clones.
- I thought this was the way out.
- It is the way out.
- We've got to get out of here.
- Move!
Surrender immediately
and you will not be harmed.
Brennick, I have your wife.
You have ten seconds to surrender.
- Don't do it.
- This is our only chance!
- If you go, you're dead.
- I'm not gonna be boiled alive.
- I'm coming out.
- No!
This way.
Come on, we're out of here.
ZED warned me our relationship
was not in the interest of Men-Tel.
I ignored her. Foolish me.
- Get out of the way.
- Intestinate Abraham, please.
Get the fuck out of the way!
What the fuck is it?
This is incredible. They've wired
a person into the mainframe.
- The perfect soldier.
- Nerve-capable firing pins.
The shit they're coming up with
these days...
Let's move.
Take cover!
Take cover!
- Activate second strike team.
- Accelerate reaction time.
This way.
- Splatter gun to construction area.
- Captain! I can't see, man!
I'm blind as a bat!
Captain! Where are you?
Is that you? I can't see.
Where are you?
Nino! Let's go. Come on.
- Shoot them, ZED.
- Cannot lock on target.
Come on, bitch.
- Peekaboo.
- Get that gun out of there.
- Get me out of here.
- We're taking the express, come on.
Nino!
- Where are they, ZED?
- No visual recognition.
Move!
Brennick...
You're going to pay, you bastard.
Karen!
- Where is she?
- You want to see your wife?
Operating room A.
You see, in this operation
only the child survives.
Release me... or she dies.
Tell them to stop.
Now!
ZED, cease delivery.
I'm sorry,
I do not recognize the command.
ZED... please.
Men-Tel will not negotiate
during a hostage situation.
We're going to the operating room.
Come on!
I cannot allow you
to put the Fortress in jeopardy.
What's going on, man?
You're trapped here, Brennick.
The strike clones are on their way.
There is no escape.
Get me to the computer keyboard.
Big mama's running this show.
She's the one we've got to fuck up.
Okay...
All right... Here goes nothing.
A feedback virus.
Incapacitated.
Okay...
Holy Mary, mother of God!
We've got to move out. I'll meet you
in transport, the way we came in.
- What's going on?
- I don't know.
John!
- Karen!
- I'm in here, John!
I'm in here, John!
Let her go.
- It's dead.
- Move over.
Now the door.
We've got to open the door.
There's got to be
an emergency button, right?
- Jesus!
- She's having the baby. Pull over.
Not until we cross the border.
The contractions are coming closer.
We've got to stop.
There's something over there.
I'll be right back.
I'm gonna look for a blanket.
Brennick! Get out of there!
Crime does not pay.
Crime does not pay.
Karen!