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Ray Breslin, the protagonist of Escape Plan, is a professional escape artist. With no tools other than his formidable intellect, he identifies the weaknesses of a prison in order to prevent breakouts like the one that changed his life forever. A unique combination of fierce intelligence and old-fashioned tough-guy resilience, Breslin has conquered every obstacle put in his path -- until he confronts the challenge of a lifetime: escaping from the ultra-high-security prison known as The Tomb.

Breslin has an uncanny ability to take the bits and pieces he observes in his environment and use them to construct a mental schematic of the physical and personal elements around him. "He has an unusually analytical mind," says writer Miles Chapman. "He's able to identify weak points in the prison structure as well as vulnerable points in the human structure of the prison -- the guards, the warden, the doctor -- and exploit those flaws. He's been able to break out of every prison he's been in, but when he enters The Tomb, what seemed to be a routine job turns into his worst nightmare."

For Chapman, no actor could have embodied the complexities of Ray Breslin better than Sylvester Stallone. "Breslin has to be believable as a prison inmate, but also as the smartest guy in the room," says Chapman. "Sly is perfect for both those things, as well as for capturing the essence of an alpha male who's haunted by the past."

The character's cunning and resourcefulness made him irresistible to the actor. Ray takes observations that might seem inconsequential to the average man and uses them to fashion ingenious and unstoppable escape plans. "He might count how many footsteps a guard has to take to get from one place to another, or how often he looks at his watch," says Stallone. "But The Tomb is unlike any prison he's ever seen before. It seems absolutely escape-proof. And even if Ray gets out, the location ensures that he will have nowhere to go."

Stallone found the character and the story compelling, believable and utterly unpredictable. "I have read so many scripts that I can pretty much see by page 30 how the story is going to turn out," he says. "Reading this script, I never knew was going to happen. By the time I got to the middle, I was flabbergasted. I didn't see that coming."

The star's work ethic and unflagging enthusiasm for the project was inspiring to everyone on set, according to King-Templeton. "Sly is the consummate professional," he says. "It was a 50-day shoot and I think he worked 47 of them. He's first to the set, he's never late. He reads his script, he knows his lines and he knows everyone else's lines. This is his passion, so he has input on the dialogue and wants to collaborate very closely with the director."

As an acclaimed director himself, Stallone found much to admire in Mikael Hafstrom's approach to filming, specifically citing his discipline and creativity, as well as the attention he pays to each actor. "With Mikael, very little is left to chance," says Stallone. "He's very exacting. He had specific intentions for each character. Some directors are more interested in the choreography of the shot, but I believe if you don't direct the actors, the film risks becoming a hollow shell. He doesn't allow that to happen."

When Breslin figures out that he's been set up, his only hope of escape lies in fellow detainee Emil Rottmayer, a mysterious figure who wields enormous power within the prison population. The alliance between the pair is fraught with mistrust, but each recognizes that the other is his last best hope for freedom.

"Ray can't trust anyone in The Tomb," says Stallone. "He was duped into coming there and is tremendously suspicious of everyone around him. All of a sudden, Rottmayer wants to befriend him. Ray has to make a choice: blow him off and make a substantial enemy or try and play him before he plays Ray. It becomes a chess game."

The actor who plays Rottmayer had to be a match for Stallone, both physically as well as in terms of sheer star power. "When Sly came on, it energized everybody," says Chapman. "But then the question was who would play Rottmayer, who is really a co-lead. It seemed like a tall order until Stallone made a bold suggestion for the part -- Arnold Schwarzenegger."

The timing was perfect for Schwarzenegger. His six years as governor of California had recently ended and he was ready to segue back into acting. "He was very enthusiastic about this project," Hafstrom says. "We talked and he was on board right away. Working with these two extremely professional guys has been a real treat for me as a director. They were always prepared, always on time and they created a great atmosphere on the set."

Before he arrived at The Tomb, Rottmayer worked for a mysterious cyber terrorist named Victor Mannheim. The elusive Mannheim is a technological Robin Hood capable of engineering a financial collapse that could lead to a worldwide wide monetary crisis. As his former head of security, Rottmayer is believed to know Mannheim's whereabouts. Revealing this information is the price of his freedom, but thus far, he has refused. Schwarzenegger plays the character with the deadpan humor and native shrewdness that belie his beefcake beginnings.

"Rottmayer is a mysterious character," says Chapman. "He reveals himself bit by bit. Arnold brings the iconography of Schwarzenegger with him, so you think you know him, but then you realize that maybe you don't. His natural charisma and stature are important to the character."

Stallone had already had a hand in engineering Schwarzenegger's return to the screen, arranging for him to shoot a small part in the first Expendables movie while he was still governor. "We shot four hours on a Saturday only, since it was my day off," says Schwarzenegger. "Then I did four days on the second Expendables after I left office. We knew we had a certain chemistry, so we were actively looking for something where we could appear in the whole movie together."

After almost 30 years as fierce competitors who forged careers in the same genre and pursued many of the same roles, Stallone and Schwarzenegger had also become great friends. "Our competiveness brought out the best of our abilities," says Stallone. "We just kept pushing the envelope. Like the competition between Ali and Frazier, it made us work that much harder."

"Sly and I were very competitive in the early days," agrees Schwarzenegger. "It was always about who had the most cuts, the best muscle separation, the least amount of body fat, as well as who had the biggest guns and the biggest on-screen body count. This kind of competition was continuous. But we always appreciated each other's talent."

The competition has given way to mutual respect. "Sly is a terrific director, an unbelievable writer and a very good actor," says Schwarzenegger. "He had an endless number of ideas about how each scene could be better and Mikael was open-minded enough to listen. He is a very strong director with a very clear vision of what the scene should be and a perfectionist who rehearsed and tweaked and reshaped things until they worked."

Canton says the chance to finally work with the two superstars was well worth the wait. "Sly and Arnold know what's expected of them," he says. "They train for it. Most people half their age couldn't do what they do and that's the greatness of these two guys. It's phenomenal to see two icons in the same scene. There's a weight to it that you don't often see."

Breslin and Rottmayer's mutual adversary is The Tomb's sadistic warden, Willard Hobbes, played by Jim Caviezel. Hobbes rules the prison with an iron fist and a taste for torture. According to Stallone, Chapman has painted a devastating portrait of a man trapped by his own creation. "He seems to be a man who punishes himself as much as he does the prisoners. What man in his right mind would be in The Tomb of his own free will?"

Hobbes is one of the screenwriter's favorite characters. "He's younger than Breslin and therefore he represents a new generation," says Chapman. "He's used Breslin's life's work to build the next big thing in prison security and now he feels he's smarter than Breslin. Jim brought all sorts of fun stuff to the character. As a screenwriter, I write it and hope it's a good blueprint for everybody. To see it brought to life by actors like Jim is really gratifying."

Caviezel was excited to take on the role of the warden for a number of reasons. "The first thing I look at is the overall screenplay and how everything works together," says the actor. "I thought this was an unusually good combination of elements. I was impressed by the director, and you can't find two bigger motion-picture heroes than Stallone and Schwarzenegger. When I looked at Hobbes, I thought I could do something interesting that wouldn't just make him a typical villain."

Caviezel enjoyed the gamesmanship that the role required of him and tried to find the sympathetic side of an undeniably evil character. "Hobbes needs to prevent these people from entering into society," he points out. "They are the worst of the worst, for the most part. He battles them psychologically as well as physically, especially Breslin. And he will win, he has no doubt about it.

"The detainees are almost like his children, in a twisted way," the actor continues. "He wants them to be perfect. But if you break his rules, he will pull the life right out of you -- very slowly. And you won't get to die when you want to. He will choose that moment."

Caviezel was thrilled to be working with his illustrious cast mates, recalling that when he first came to Los Angeles from Alberta, he worked out to "Eye of the Tiger." He even has a secret history with both of them. "When I first started out, I worked as a waiter," he says. "At George H. W. Bush's birthday party in 1991, I served Sly a glass of champagne. I also worked an event with Arnold and I remember him asking me for something and I said, 'I'll be back.' And he said, 'Wait a minute, that's my line.'"

When he's planning a prison break, Breslin's lifeline on the outside are his associates at B & C Security, including Abigail Ross, played by Amy Ryan. "Abigail is Breslin's best friend," says Chapman. "She runs the company for him when he's away, but she's also somebody who's always there for him. Amy is a subtle, strong actress who brings a groundedness and a great sense of reality to the character. It's a beautiful thing to watch."

Abigail is a jack-of-all-trades, according to Emmett, able to handle explosives, drive a getaway car or balance a spreadsheet, as needed. "She's Breslin's right hand. Amy Ryan is the gift of gifts in that part. She is an Oscar-nominated actress, a great stage actress and she shines in an action-based movie, as well. Actors of her caliber are rare."

Ryan was looking for a change of pace after playing a string of suburban mothers and thought that Abigail represented a sharp turn away from those characters. "She's a whip-smart businesswoman who gets to blow up a car," she says. "That is pretty far from the ladies I had been playing. I would call her a no-nonsense, sarcastic, fearless character, which I certainly enjoyed."

More than anyone else at B & C, Abigail is skeptical of the offer to investigate The Tomb. The set-up violates every rule and protocol that they follow. "It just feels wrong to her, but Breslin wants to do it," says Ryan. "How do you say no to Sylvester Stallone? To be in an action film with these guys is a bit surreal, but luckily, I got to sit in air-conditioned comfort, while they did all the big stunts."

Hush, B & C Security's street-smart computer wizard, is played by GRAMMY-winning recording artist Curtis "50 Cent" Jackson. A former hacker, Hush met Breslin in prison and the security expert helped get Hush on the straight and narrow after he finished his sentence. "I loved the idea of Curtis playing a role that isn't the most obvious choice for him," says Chapman.

"Hush is the tech prodigy who keeps all the company's computer systems up and running, as well as being able to do a little unauthorized research when he has to. And because he's an ex- con as well, he has an understanding of what Breslin is up against that the others don't have."

Once again, it was Stallone who instigated a bit of unusual, but inspired, casting. "Initially, Curtis was being considered for the role of one of the prisoners in The Tomb," says Emmett, who is a partner with the rapper in the production company Cheetah Vision. "But Sly wanted him to play something completely unexpected. As Curtis branches out more and more as an actor, he is always pushing himself to take on roles people aren't used to seeing in him, so he was thrilled to take the part."

"This character is very different from anything I've done in the past," agrees Jackson. "Just like Breslin recognized the value of Hush's skills, Sly and the director saw something in me that wasn't obvious, so I hope that when fans see the movie, they will be able to focus on the character and the acting, and not the fact that it's 50 Cent on screen."

Even a GRAMMY winner could be wowed by the considerable star power on Escape Plan's set. "I'm a big fan of both Sly and Arnold, so I had a little bit of a groupie moment," admits Jackson. "But I recovered. Sly has always been able to create really memorable moments in films and it was great to witness that in person he improvises little things all the time that personalize the scene and make it feel real."

The actors playing supporting roles in Escape Plan are just as illustrious as the stars, with Vincent D'Onofrio stepping in as Lester Clark. As played by D'Onofrio, Clark is an affable germophobe responsible for the company's bottom line. "Lester Clark is somebody you respect and you believe Breslin would trust," says Chapman. "Vincent is such a great actor. He brought lots of different colors to the character and found some unexpected humor in it, as well."

As Kevin King-Templeton points out, it is an extraordinarily deep cast for an action film, including Sam Neill as Dr. Kyrie, the prison's conscience-ridden doctor, Vinnie Jones as Drake, the most vicious of Hobbes' jackbooted henchmen, and Faran Tahir, a detainee with more surprises up his sleeve. "We have some of America's finest actors in this cast," King-Templeton says. "Having them on board sets this movie apart. They bring a level of talent that would be astonishing in any movie."

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