A weak con man panics when he learns he's going to prison for fraud. He hires a mysterious martial arts guru who helps transform him into a martial arts expert who can fight off inmates who want to hurt or love him.
Rob Schneider
as Big Stan
David Carradine
as The Master
Sally Kirkland
as Madame Foreman
Jennifer Morrison
as Mindy
Scott Wilson
as Warden Gasque
Richard Kind
as Mal
M. Emmet Walsh
as Lew Popper
Henry Gibson
as Shorts
Richard Riehle
as Judge Perry
Marcia Wallace
as Alma
Simon Rhee
as Master Cho
Pilar Schneider
as Board of Governors