Inmates at a women's prison run by a corrupt warden and her gang of sadistic guards plan a breakout.

In New York City sometime in the near future, Z, the evil chairman of the Inteltrax Corporation, has taken a small army of cyborgs designed to perform hazardous tasks and altered them to kill humans for pleasure. The inventor of the cyborgs, Dr. Paul Haynes, is held captive, and his sister Darla seeks the aid of Matt Riker, an expert in high-tech weaponry and martial arts.