The scale and unequal distribution of incarceration in the U.S. has generated extensive scholarship examining its social predictors and consequences. Little is known, however, about confinement itself. What happens inside jails and prisons affects the incarcerated people who live there, as well as the staff who work there. In this three-paper dissertation I investigate how racial hierarchies permeate the experience of incarceration. Drawing on both quantitative and qualitative methods, I show that punishment and resource distribution within penal institutions are unseen dimensions of racial inequality in criminal justice practices, and that correctional officers’ decisions can strengthen racial boundaries during confinement. The first study is an analysis of quantitative disciplinary infraction data from North Carolina State prisons. Infraction rates are not a neutral barometer of inmate conduct because they also reflect officers’ use of discretion. These sanctions have serious consequences for individual inmates and, as such, can be a meaningful measure of differential treatment at the aggregate. I find that black inmates receive a disproportionate share of disciplinary infraction tickets compared to white inmates, and that this racial disparity increased after North Carolina adopted determinate sentencing. The next study is based on in-depth interviews that I conducted with 20 correctional officers. As the street-level bureaucrats of penal institutions, correctional officers must decide how to distribute scarce resources and enact or subvert punitive institutional policies. Their language reveals the racial frames that shape their thought-processes when interacting with inmates. I identify a typology of race talk categories in order to highlight the finding that respondents’ racial ideologies can vary depending on whether they are discussing inmates or their own careers. For the final study I present an analysis of data collected from interviews with 45 formerly incarcerated people about their confinement. I find that correctional officers have a profound influence on incarceration experiences. This employee group is like other street-level bureaucrats because their use of discretion leads to a considerable gap between official policies and actual practices; they are a special case because their unique interactions with clients who live in the total institutions where they work can easily become abusive.