Cast Robert Redford as Henry Brubaker Yaphet Kotto as Dickie Coombes Jane Alexander as Lillian Gray Murray Hamilton as John Deach David Keith as Larry Lee Bullen Morgan Freeman as Walter Matt Clark as Purcell Tim McIntire as Huey Rauch Richard Ward as Abraham Cook M. Emmet Walsh as C.P. Woodward Albert Salmi as Rory Poke Linda Haynes as Carol Everett McGill as Caldwell Val Avery as Wendel Ronald C. Frazier as Willets David D. Harris as Duane Spivey Joe Spinell as Floyd Birdwell In addition, Wilford Brimley, Nathan George and William Newman appeared as Prison Board Members, John McMartin as State Senator, and Nicolas Cage appeared in an uncredited background role as a prisoner, one year before his first credited role. Production Screenplay The film is based on the real-life experiences of warden Thomas Murton, co-author with Joe Hyams of the 1969 book, Accomplices to the Crime: The Arkansas Prison Scandal. In 1967, he was hired by Governor Winthrop Rockefeller to reform Arkansas' Tucker State and Cummins State Prison Farms, but Murton was dismissed less than a year into the job because his work was creating too much bad publicity for the state's penal system—in particular, the discovery of numerous graves belonging to prisoners who had been killed in these prisons. Much of the squalid conditions, violence and corruption depicted in the film was the subject of a 1970 federal court case, Holt v. Sarver, in which the federal court ruled that Arkansas' prison system violated inmates' constitutional rights, and ordered reform. The film was originally based on the Louisiana State Prison (Angola) but the State of Louisiana successfully sued to block publication of both the novel and the screenplay if it made references to conditions at Angola. Due to the successful legal outcome, violence and slavery-era treatment of inmates at Angola continued unabated throughout the 1980s and 1990s until two lawsuits were filed in 2013 regarding medical care and inhumane treatment, and excessive high temperatures at the facility. Angola's solitary confinement block, which had no air conditioning and had the highest suicide rates in the United States, was closed in 2018 after a 2013 lawsuit. Filming Rosenberg replaced Bob Rafelson, who was removed as director early in production. This would become Rosenberg's second prison film after directing Cool Hand Luke in 1967. Rafelson filed a breach-of-contract and slander lawsuit in May 1979 asking for damages of $10 million,