You come away with the sense that you should have come to care (or at least to know) more about its central characters than you do.

It's the relationship between Willem Dafoe, as Earl, the hard-time veteran, and Edward Furlong, as Ron, the new boy he takes under his wing, that makes the film so compelling.

The bleakness and myriad cruelties of the prison system are telegraphed with a graceful touch.

Tom Arnold deserves uncomfortable kudos as the kind of sexual predator you hear about in prisons but hope you never encounter.