Swell gal Junie Butler is sent up river to Marquetta State Prison, landing in the clutches of the hook-handed Matron and her sidekick, prison guard Nancy. Junie impresses her cellmate Vickie with her ukulele song about how she was double-crossed. Special appearances by Constantine Maroulis as Jesus, Connor Trinneer as Officer Jerry, Michaela Watkins as Vanessa and Tyne Daly as Pinky.

Vickie shows Junie the ropes, and introduces a few inmates: cheery thief Peggy, pill-popping Lois, mute cannibal Barbara, and the Alpha female of the cellblock: ax-murderer/ Beauty Queen Jeannine. Ma pays Junie a visit in the slammer with a suspicious proposition. Special appearance by Phil LaMarr as Charlie.

When Vickie comes to trade some prison hooch, Jeannine reveals she has plans for Junie. On the yard, Lois shows up in a panic with some story about Peggy giving birth to a dozen furry babies. Junie’s attempts to bond with her fellow inmates is cut short when Jeannine has Barbara show someone who’s boss. Special appearances by Michelle Monaghan as Marjorie, Joel McHale as Wally and Brian T. Finney as Randy

Vickie rescues Junie from Jeannie’s advances in the laundry room, and Jeannine vows revenge. In the wake of the bloody fight, Junie confesses her love and seduces Vickie. They are interrupted by Nancy who hauls Vickie off to the Matron for some “rehabilitation.” Special appearances by Kim Evey as Min the Chinese Poisoner and Jason Ritter as Carl Trenton.

After Vickie’s “treatment”, the Matron regales Nancy with the tale of how she lost her arm when she was just a young girl to her beloved pet monkey. With the damaged Vickie back in their cell, Junie sings her a song of revenge. They make love and dream of escape. Special appearances by Bob Clendenin as Cornelius, Amy Brenneman as Gertrude, Christina Moore as Swilda, and Felicia Day as Young Josephine.

Just as Vickie and Junie’s plans are nearing completion, Jeannie gets wind of it and rats them out to the Matron. When Vickie and Junie confront Jeannine in the shower, Barbara turns on her and they all pull together to show Jeannine what happens to snitches.

The prison talent show is a glorious evening of music and magic, but ends in riot and a mass breakout. Nothing is left of Matron but her empty hook. Junie and Vickie make it all the way to Mexico, where life as free women seems pretty swell, until a poker game with some gunslingers erupts in a blaze of gunfire…Special appearances by Jonathan Sadowski as Armand and Misha Collins as Dash.