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In the late 1930s, a new state administration brings about reforms which send college professor and psychologist Dr. "Doc" Wilson to Harbor State prison to conduct aptitude tests on prisoners. Although naïve and inexperienced, Doc nevertheless rejects Warden George Potter's request that he inform on the prisoners, explaining that his work will be useless without the men's trust. Potter scoffs at Doc's plans and places him on a six-month probationary period to complete his study. While getting settled, Doc meets former safecracker and inmate James Connie, who surprises him by knowing all about his purpose at the prison. The prison's head physician, Dr. Gordon, informs Doc that there is no additional staff available to assist him and he will have to use convicts to help conduct his tests. That afternoon in the courtyard, Punch Pinero, a murderer convicted of tax fraud, asks Connie why he has not placed an insider in Doc's office yet, but Connie, who has already stolen a booklet about Doc's test, reveals nothing. A group of convicts are assembled and presented to Doc to take the first battery of tests, but when Doc dismisses the guards, the prisoners immediately grow unruly, halting the test and leaving Doc angry. After the fracas, Connie arranges to have himself transferred on work detail, knowing he will be sent to Doc for evaluation, and then volunteers to be Doc's "chief of staff." Connie smugly agrees to take Doc's test first, only to discover that Doc is using a different test standard than the one he stole. Over the next couple of months Doc makes little progress, but is determined to try another mass testing with an appropriate staff. Trying to impress the prisoners, Doc walks across the courtyard one afternoon without a guard, and is threatened by Punch. Steve Kopac, a mild-mannered embezzler, interrupts to ask Doc if he can work for him, and despite Punch's warnings, Doc accepts Kopac. Ruffled, Punch then presents himself to Doc as another staff member and agrees to take Doc's test. Doc believes he can now attempt another testing and is satisfied when, during the evaluation, Punch bullies the men into submission. Doc notices that Blivens Scott, a drunk and thief, is a talented artist and asks him to join his staff. A couple of weeks later Doc finds thief Clem Randall with Punch and recruits him for his staff, as well as convicted murderer Dawson, despite Punch's wariness. As Doc's prepares the results of his testing for presentation to the board, the prisoners become excited while gambling on a baseball game, which features Scott as the ace pitcher. Unknown to Doc, Punch is providing Scott with bootlegged alcohol and when in a drunken stupor Scott ruins a graph central to Doc's presentation, Doc insists he redo the graph in spite of the game. The prisoners are furious and Punch organizes a prison-wide protest that threatens to turn into a riot, until Doc asks Potter for permission to speak to the men without guards. Connie demands the men listen to Doc, who assures them that he has not told Potter the reason why he is keeping Scott from the game. A short time afterward, Kopac is released early for good behavior. Randall then has an emotional outburst and is knocked out by Dawson. When Randall revives, he is mute and Doc treats him with hypnosis and discovers that Randall misses his wife deeply. Although Doc tries to stop Randall from further revelations, Randall admits that Dawson is leading a breakout plan, in which Doc is to be used as a shield. Doc has Randall forget his confession and refrains from reporting the information to Potter. Later, after Doc discovers his office has been bugged, Connie admits the men wanted to know if they could trust him. Connie and Punch then arrange an elaborate plan to smuggle Randall's wife in for a visit, without Doc's knowledge. A few days later, Connie is asked to assist in opening a bank safe and demands a suit, ten dollars and one day of freedom as payment, which Doc approves. Despite Potter's misgivings, Connie returns at the end of his liberty. Kopac also returns, having broken parole in order to be sent back to the safety of prison. On the day of the scheduled breakout, an armed Dawson proceeds as planned, but when Randall, Connie and Punch ask the others about participating, they refuse to take part. Dawson persists, making the prison dentist, Dr. Brint, the hostage when the others defend Doc. As Dawson and several other convicts attempt to make their break, a shootout with the guards erupts and Kopac is killed. Later, Doc stands up for his men with Potter and none are prosecuted. Doc's probation period comes to a successful conclusion, and a new psychologist is sent to take his place. On his final day Doc bids his staff farewell and is saddened when Connie does not appear. Outside the prison, however, Connie strolls up to a startled Doc with keys to a car for which the men all contributed and complains about having to train the new psychologist.