The Last Castleis a 2001 American drama film directed by Rod Lurie , starring Robert Redford , James Gandolfini , and Mark Ruffalo .

The film portrays a struggle between inmates and the warden of the prison, based on the United States Disciplinary Barracks at Fort Leavenworth .Eugene Irwin, a highly decorated U.S. Army Lieutenant General , court martialed and sentenced for insubordination, challenges the commandant, Colonel Winter, over his treatment of the prisoners. After mobilizing the inmates, Irwin leads an uprising aiming to seize control of the prison and remove Winter from command.

The film was released on October 19, 2001, in the United States, grossing about $28 million worldwide. The low gross of the film in comparison to its high production and marketing expenses led some to call it a box office bomb .

Lieutenant General Eugene Irwin ( Robert Redford ) is brought to a maximum security military prison to begin a ten-year sentence for his decision (in violation of a presidential order) to send U.S. troops on a mission in Burundi , resulting in the deaths of eight soldiers. Colonel Winter ( James Gandolfini ), the prison's commandant, is a great admirer of the general but is offended by a comment by Irwin that he overhears. Irwin criticizes Winter's much-prized military artifacts collection, saying that the used bullets from the Civil War it includes is something no combat veteran - such as Irwin - would ever have. Colonel Winter, who has never seen combat in his career, quickly resents what he perceives as Irwin's attempt to change the attitude of the prisoners, and his admiration and respect of Irwin fades fast.

On one occasion, Irwin is punished harshly after stopping a guard from clubbing a prisoner, Corporal Ramon Aguilar, who had made the mistake of saluting Irwin in the prison yard. Continuing to observe acts of cruelty, Irwin attempts to unify the prisoners by building a "castle wall" of stone and mortar at the facility, which in many ways resembles a medieval castle. Envying the respect Irwin is clearly receiving, Winter orders his guards to destroy the wall. Aguilar, directly involved in the building of the wall, takes a stand before the bulldozer. Winter orders a sharpshooter to fire a normally non-lethal rubber bullet directly at Aguilar's head, killing him. After the wall is destroyed, Irwin and the inmates pay final respects to Aguilar in formation. Colonel Winter later tries to make amends with Irwin, but Irwin calls him a disgrace to the uniform and demands his resignation.

The prisoners begin to behave like soldiers around Irwin, using code words and gestures, infuriating the commandant. Winter reaches out to an anti-social prisoner named Yates ( Mark Ruffalo ), a former officer and Apache pilot convicted of running a drug smuggling ring, bribing him to inform about Irwin's plans in exchange for a reduced sentence. Irwin organizes a plot to throw the prison into chaos. His intent is to show a friend, Brigadier General Wheeler ( Delroy Lindo ), the commandant's superior officer, that the commandant is unfit and should be removed from command under the Uniform Code of Military Justice . During a visit by General Wheeler to the prison, Winter receives a letter threatening the kidnapping of Wheeler by the prisoners. After ordering his men into action, Winter discovers that the kidnap scheme was a fake. Irwin orchestrated it as a way to detect how prison guards would react during an actual uprising. Yates becomes the key to their plan, tasked with stealing a U.S. flag from the warden's office and seizing a Bell UH-1 helicopter used by guards.

The inmate revolt begins. Using improvised weapons (some resembling medieval ones) and the tactics of a military unit, the prisoners capture an armored vehicle and the helicopter. The prisoners place a call to Wheeler's headquarters and inform him of the riot. Winter has little time to regain control before Wheeler can arrive to see the prison under siege. He orders the use of live ammunition against the prisoners. He also knows from Yates that Irwin's ultimate goal is to raise the American flag upside down, a classic signal of distress. Irwin's men create havoc but ultimately are confronted with overwhelming numbers of guards, all armed with live ammunition in their weapons. Knowing further resistance would only mean a massacre, Irwin orders the prisoners to stand down. Despite Winter having successfully halted the uprising with the threat of overwhelming force, Irwin elects to hoist the flag personally.

Colonel Winter orders his men to open fire on Irwin, but they refuse to do so on the orders of Winter's second-in-command, Captain Peretz. The colonel cannot persuade anyone else to follow his command, so he proceeds to shoot Irwin fatally himself. Peretz places the commandant under arrest. The prisoners salute the flag and Winter now sees that Irwin has actually raised the U.S. flag in the correct manner. It flies above the prison's walls as Brigadier General Wheeler arrives and Colonel Winter is led away in handcuffs. The story ends with the inmates building a new wall as memorial to their fallen comrades. Aguilar's and Irwin's names are among those carved onto the castle wall.