Based on the real-life efforts of former prison administrator Thomas O. Murton to reform Tucker and Cummins Prison Farms in Arkansas in 1967-68. The film was based on the 1969 book, "Accomplices to the Crime: The Arkansas Prison Scandal" by Murton and Joe Hyams. Murton also served as a technical adviser for the film.
Making his film debut, Nicolas Cage appears as an extra. This was also the first credited film of Morgan Freeman.
The "warden impersonating a prisoner" story element was fictionalized, and was not derived from Thomas O. Murton's experiences. It has been suggested that this plot device was inspired by Sing Sing Prison Warden Thomas Mott Osborne, who, in 1913, under an assumed name, had had himself committed to New York's Auburn State Penitentiary.
Over 6,500 people applied to be extras in the movie, while the film itself features up to 1,000 prisoners at any one time. The movie features several retired prison guards from various jails, including the formerly active Junction City Prison, where the film was shot. When casting, the production contacted half-way houses, employment offices, and parole officers to find newly released ex-cons. Stuart Rosenberg was keen to use as many real-life ex-convicts as possible, because he maintained that they move and talk a particularly way, and that was usually very cautiously.
The punishment, conditions, corruption, and violence within the prison, depicted in this film, based on the Tucker State Prison Farm and Cummins State Prison Farm prison scandal, became the subject of the common law case of Holt v. Sarver (Arkansas) where it was determined that the Arkansas Prison System violated inmates constitutional rights.
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