The study found that inmates perceived prison power as residing in management decisions and policies rather than in the discretion of frontline officers. Power was seen as flowing through officers, but they were not considered the ultimate wielders of power. Although prisoners often directed their irritation at officers, they did not hold them ultimately accountable for the failures or abuses they experienced in prison life. Specialist staff were viewed as part of an extensive, repressive, and increasingly powerful network of disciplinary knowledge whose influence reflected a key transformation in the nature and source of penal power. Whereas the prisoners viewed the prison of the past as a transparent and direct display of power, albeit confrontational, they portrayed the late-modern prison as manipulative and ambiguous about what they expected of inmates. This paper describes four types of adaptation, compliance, and resistance to such mechanisms of power. One adaptation is "committed compliance" with whatever the prison regime requires. Another is "instrumental compliance," which does what is required but without any commitment to what prison management is attempting to achieve. A third adaptation is "detached compliance," which is obedience without any emotional and strategic investment; and a fourth adaptation is "strategic compliance and manipulation," which is based on an analysis of what is required in order to manipulate the prison regime for selfish goals. This study was conduced over a 10-month period in Her Majesty's Prison Wellingborough. A total of 72 prisoners and 20 staff were interviewed, and observations and informal conversations were conducted during a 32-month fieldwork phase. 32 references