Annetta and Carol escape from prison and hitch a lift with lorry driver Rex. Annetta seduces Rex and they have sex in a flat belonging to a friend of Carol's. They write a contact telephone number for Frank, Annetta's absent husband, on the wall. Carol steals and deliberately crashes Rex's lorry so that she can join her lover Doreen in another prison.

Annetta visits her daughter, Alice, in a Convent. Alice has forgotten her mother, and during their painful reunion the police arrive and drag Annetta away. She is remanded in the same prison as Carol. Devastated, Annetta vows revenge on Carol, who she blames for her arrest.

Carol discovers that Doreen has taken up with another girl, Sharon. Lonely and vulnerable, Carol is asked out by Eddie, a hard and controlling inmate who offers her protection.

During factory duty, the girls talk about the abuse they have suffered at the hands of men. They launch an attack on the male prison officers. Annetta, seen as the main perpetrator, is sedated and given a spell in solitary, where she hallucinates about Alice.

Annetta is sent rosary beads by the nuns, who tell her Alice is fine. She breaks the chain and spits the beads at Carol. A fight ensues between Annetta and Eddie. Annetta returns to solitary while Eddie goes unpunished.

The inmates perform a play called 'Hell Hole Bitches', which attacks the prison system. Doreen and Sharon end the revue with a rude Punch and Judy sketch, finally throwing a bowl of excrement in Carol's face. Chaos ensues and Carol sobs.

Mary, a bird lover who keeps pigeons in her cell, slashes her wrists. Mac gives Carol a tattoo on her breast, saying 'I love Eddie'.

Eddie launches an attack on Sharon, revenging Carol's mistreatment. Later, Eddie is released on parole, but speculates about how she will adjust to life outside.

During visiting hours, Annetta steals a baseball bat and goes in search of Carol. Realising her motives, the motherly Kathleen pursues. Carol is badly beaten; Kathleen intervenes and becomes implicated in the fight. She and Annetta are put in solitary.

Annetta is told that Alice will be adopted unless her husband can be contacted. Desperate, she begs Carol to remember his number, but Carol cannot. Carol escapes and returns to the flat. Scratching for the number under new wallpaper, Carol is interrupted by police and arrested.