Victoria's penal establishments underwent radical changes between 1857 and 1870, resulting in the replacement of disorderly hulks and stockades with a modern prison system. This thesis details how the resulting programme of penal discipline that was instituted at Pentridge, Victoria's chief prison, combined deterrence with labour. The aim of this new disciplinary regime was make the prisoners into productive and useful workers by instilling in them a strong work ethic and convincing them that honest labour was preferable to the hardships of imprisonment. It is argued that this system was shaped by the social and economic context of Victoria and by Inspector-General William Champ's background and experience in the management of transported convicts. In addition, it is established that such large reforms came about because of the favourable social and political climate of Victoria during the 1850s. The findings of this thesis situate Pentridge within the broader narrative of Victorian history, and challenge previous historical work by revealing Victoria's penal history to be clearly distinct from that of England.