YEAR: 2008

ROLE:  Gordon Camrose

DIRECTOR:  Ric Roman Waugh

US PREMIERE: July 18, 2008

Plot Summary

Wade Porter lives a modest but comfortable life with a young family, a fledgling business and a promising future ahead. But in an instant, his life, and that of everyone he loves is threatened and possibly gone forever when he’s convicted of killing a man while protecting his fiancée, Laura, and their three year old son. In just 24 hours, the unimaginable conditions of a new world order begin to take hold. Violence is the answer to everything and, even for Laura, what it means to fight for your life - alone - becomes all too real. Sentenced to Corcoran State Prison, Wade ends up in a hellish facility run by Lt. William Jackson, known as the SHU (Security Housing Unit) where the inmates are brutal but far less deadly than the guards. His cellmate, John Smith, is a stone cold prison legend, a ‘lifer’ and a man once devastated so completely that he has nothing left to lose and acts accordingly. An unlikely bond develops between the two men as Wade struggles to survive, having to put his own life - and the possibility of ever being freed - in relentless jeopardy.

Film Details
Stephen DORFF..................Wade Porter
Val KILMER..........................John Smith
Harold PERRINEAU.............Lt. Jackson
Marisol NICHOLS.........................Laura
Anne ARCHER............................Maggie
Screenplay...........Ric Roman Waugh
Cinematography.........Dana Gonzales
Music.........................Gerhard Daum
Length............................104 minutes
Available on DVD
Publicity Stills
Production Notes

Filming took place at the New Mexico State Penitentiary near Santa Fe from October 9 through November 2, 2007.


Stephen Farber, The  Hollywood Reporter:
Bottom Line: This melodrama set in the big house is trite but effective.

”Felon” reworks many of the conventions of prison movies that have gripped audiences since “The Big House” in 1930.

In this case, familiarity breeds pleasure rather than contempt. Directed with pounding energy by Ric Roman Waugh and acted to the hilt by a cast comprising several of yesterday’s stars proving their mettle, the movie delivers the thrills and emotion that prison movies require. Although it aims to make a case for prison reform, it essentially is a solid B-movie with just a few pretensions. Boxoffice returns will be limited, but the film will please its core audience.

Wade Porter (Stephen Dorff) is a struggling blue-collar worker hoping to start his own business. When a burglar breaks into the home he shares with his fiancee (Marisol Nichols) and their young son, Wade overreacts and beats the unarmed man to death. He’s charged with murder, then agrees to plead guilty to involuntary manslaughter. Wade accepts a reduced prison term but is thrust into a nightmarish situation at a high-security prison ruled by a sadistic guard (Harold Perrineau).

Most of the beats of the story are fairly easy to predict, but Waugh, a former stuntman, doesn’t allow us much time to nitpick. Editing is razor-sharp, and the atmosphere on the yard is caught in all of its bruising intensity.

Dorff showed talent in such ‘90s films as “Backbeat” and “I Shot Andy Warhol,” but he’s had limited opportunities in recent years. This juicy role allows him to demonstrate his coiled power. Perrineau, who appeared with Dorff a decade ago in “Blood and Wine,” plays effectively against type as a hard-nosed tyrant. While Sam Shepard’s role as a morally upright warden is stock, the actor lends a certain gravitas to the film.

The most startling performance comes from Val Kilmer as Wade’s hardened cellmate, a man who combines bitterness with wisdom. Although Kilmer’s character has committed heinous acts, the actor brings a genuinely tragic dimension to his portrayal.

Aside from a few overly arty shots, technical credits are strong; the film makes excellent use of the Santa Fe settings, including the New Mexico State Penitentiary. Viewers, like the inmates, will feel the walls closing in.

Ronnie Scheib, Variety:
Stephen Dorff's powerhouse perf as an ordinary Joe trapped behind bars with warring ethnic psychopaths propels "Felon" well ahead of its expose/exploitation brethren while still avoiding the pious learning curves of Frank Darabont's prestige prison dramas. Stuntman-turned-writer/director Ric Roman Waugh, inspired by actual events at California's Corcoran State Prison, also relies heavily on a chilling turn by "Oz" vet Harold Perrineau (previously paired with Dorff in Bob Raefelson's "Blood and Wine") as a soft-spoken sadistic guard. Opening today at Gotham's Sunshine Cinema, pic reps a dynamite start for Sony's low-budget Stage 6 Films label.

Dorff plays Wade Porter, a struggling California contractor on a definite roll: He's just received a substantial bank loan to expand his business and will soon wed Laura (Marisol Nichols), longtime g.f. and mother of his son. After he chases a burglar out of his house with a baseball bat, an unlucky swing leaves the unarmed intruder dead, and Wade is sent to prison to serve a three-year term for manslaughter.

As minding one's own business proves not to be an option in the joint, Wade immediately becomes enmeshed in conflicts not of his own making. In the highly polarized, racially divided battleground of the yard, to not be allied is to be targeted by everyone -- including the guards who, led by the hateful Lt. Jackson (Perrineau), bet on gladiator contests between prisoners. Wade's futile attempts to resist regressing to animalistic behavior are quickly quashed by Jackson, who sees any glimmer of humanity among inmates as a crime against the natural order.

Waugh sets up a parallel indoctrination story among the guards, where a new, fresh-from-the-army recruit (Nate Parker) is reluctantly initiated into the brutal abuses of power that pass for violence control under Jackson.

Wade is saved from incipient madness by the arrival of a cellmate, legendary lifer John Smith (a hulking, bearded, tattoo-covered Val Kilmer), who cryptically shares his philosophy with the new fish. Waugh's script undercuts any "Green Mile"-style epiphanies by making said philosophy nearly incomprehensible, if not completely psychotic. But Smith's crash course in prison survival, not to mention his willingness to talk rather than grunt, functions as a lifeline for the rapidly sinking Wade. The camera, constantly shifting to frame Wade within immediate, hostile environments, settles down in scenes with Smith, an immovable presence.

Dorff subtly internalizes a gradual process of dehumanization while outwardly, his bulked-up, skinheaded appearance proclaims his metamorphosis into a hardened inmate. The sense of intimacy conveyed by lenser Dana Gonzales' jittery handheld camerawork sometimes strays from testosterone-soaked lockdown sequences to incorporate visits with uncomprehending fiancee Laura, striving to reconcile herself to the hell of Wade's incarceration.

Thesps, who include both actual felons (pic was shot on location at a New Mexican correction facility) and a wonderfully weary Sam Shepard as a sympathetic ex-warden, seem positively plugged into the project.

Stephen Holden, NY Times:
Forget “Oz,” the soft-core S&M soap opera on Home Box Office, which pretended to offer an authentic portrayal of life behind bars. The high-security men’s prison in “Felon” is the real thing. Here is where Wade Porter (Stephen Dorff), a decent, hardworking builder with his own construction crew, lands after accidentally killing a man and discovers a world in which unimaginable brutality has free rein.

Written and directed by Ric Roman Waugh, and filmed at the New Mexico State Penitentiary near Santa Fe, “Felon” is one of the most realistic prison films ever made. That’s not to say it is above exploiting the violence that runs through the place like an electric charge. The camera slavers over fight scenes in the prison yard where heavily tattooed beasts goaded by prison guards lunge at one another like maddened bulls.

The story is based on events that took place in the 1990s at the notorious California State Prison in Corcoran. A 1996 exposé in The Los Angeles Times stated that in the prison’s eight-year existence, corrections officers had shot and killed more inmates than at any other prison in the country.

It alleged that guards regularly arranged fights between inmates in the yard on so-called “gladiator days,” placing bets on the combatants and often opening fire on them for sport. Eight corrections officers were indicted for staging the games but were eventually acquitted of all charges.

That “Felon” is mostly fiction offers small comfort as you empathize with Wade’s ordeal. The movie holds a nightstick to your throat and doesn’t relax the pressure until its final 20 minutes, by which time you are so wrung out that the contrived ending feels like an afterthought.

Wade’s nightmare begins when he and his fiancée, Laura (Marisol Nichols), awaken to the sounds of an intruder in the modest Southern California home they share with their 3-year-old son, Michael (Vincent Miller).

Seizing a baseball bat, Wade creeps downstairs, surprises the burglar and chases him onto the street where he takes a swing and accidentally kills him. Laura dials 911. But when the police arrive Wade is arrested and charged with second-degree murder because the deadly assault took place outside his house.

Found guilty, he pleads involuntary manslaughter for a reduced sentence. But on his way to the state prison in Corcoran, he is drawn into a fracas whose repercussions cause his sentence to be lengthened and lead to his incarceration in a high-security block housing the most dangerous prisoners. His cellmate, John Smith (Val Kilmer), is serving a life sentence without parole after killing the two men who murdered his wife and daughter and all their family members, thereby erasing the family’s bloodlines.

Over time Wade and John develop an edgy but deepening friendship in which John gives Wade pointers on how to survive in prison and imparts his “Dirty Harry” philosophy of personal vigilante justice in the defense of family.

Mr. Dorff’s hot-wired portrayal of a prisoner under physical and psychic siege gives “Felon” its emotional through line as Wade’s attitude metamorphoses from stunned disbelief, to terror, to despair, to fury and finally to hope.

The villain of “Felon,” Lieutenant Jackson (Harold Perrineau, who played the paraplegic prisoner Augustus Hill in “Oz”), is the prison’s self-appointed captain of the blood sports. Observed off duty he is a jocular, community-spirited family man with few traces of the sadistic monster he becomes on the job; the disparity is so extreme it rings false.

“Felon” glosses prison-yard politics in which membership in a gang is necessary for survival. Wade is approached by a group of white-supremacist skinheads, but once the theme of ethnic warfare is introduced, the movie forgets about it. It would rather salivate over the pulping of flesh.

The saddest scenes depict the deterioration of Wade and Laura’s relationship as years are added to his sentence and the chances of an imminent reunion fade. Because Wade can’t bring himself to describe the horrors of prison life, Laura never fully realizes that his misadventures are not his fault. As their finances dwindle, she sells the house and moves in with her mother (Anne Archer), who urges her to move on.

The noble side of “Felon” wants to generate outrage at inhuman prison conditions; the bloodthirsty side wants to appeal to fans of extreme fighting. Neither side wins.
Former stuntman Rick Waugh turns writer/director to make a compelling and gritty drama that is as much a commentary on America's failed justice/prison system as it is about the devastation suffered by an honest family man imprisoned for killing a burglar at his New Mexico home. Stephen Dorf plays Wade Porter, the owner of contracting business whose looming wedding plans to his pregnant fiancée are shattered when he chases an intruder into his front yard before killing him with a single blow from a baseball bat. Unfamiliar with conflicting prison and inmate codes of behavior, Wade becomes a doomed scapegoat in a culture of violence exacerbated by corrupt prison guards. Although the film strains on its forcibly optimistic third act resolution, it makes a convincing case against a prison system that flatly doesn’t work on any level for a civilized society. Val Kilmer gives a strong performance as Wade’s stoic cellmate John Smith, and Sam Shepherd adds charisma in a supporting role as John’s longtime friend.

Mark Olsen, LA Times:
A hard-working, clean-living family man (Stephen Dorff) is sent to prison after he accidentally kills a burglar. Thrown into the violent world of life behind bars, with its indecipherable codes of behavior, racial disharmony and dehumanizing violence, he struggles to get by. That is until he is made cellmates with a philosopher/poet/mass-murderer (a girthy Val Kilmer) who shows him the ropes.

Writer and director Ric Roman Waugh, a former stuntman, did extensive research into prison culture for "Felon," and while his portrayal of prison life certainly feels like it has the pungent sting of accuracy, that does not by itself make for particularly compelling drama. The television show "Oz" covered a lot of this ground already -- that show featured "Lost" actor Harold Perrineau as an inmate, here he's a sadistic guard - but with the broader canvas of serialized drama, "Oz" was able to present both a more detailed look at prison's codes and a finer sense of dramatic heft.

As a filmmaker, Waugh flails about, undone by the visual challenge of the bars and cells and confined spaces of the prison. His reliance on extreme close-ups neither opens up the space nor heightens the sense of being stuck in place; they just seem ill-framed and awkward.

And yet "Felon" is not a total bust. What does work is because of the strength of the actors. Dorff brings a visceral sense of desperation to his performance, though he does tend to go too big too quickly. Kilmer gives the film its center as an alien, still presence amid the chaos around him. Perrineau chews scenery with aplomb, and Sam Shepard has a couple of scenes to inject his folksy wisdom into the proceedings.

Waugh scrambles to add tension by creating a not particularly plausible scenario that sets people scrambling toward the prison for a last-minute stand to fast-track Dorff's character into getting released.

The story is then capped by a voice-over from Kilmer that somehow tries to refashion incarceration into some sort of journey of self-discovery, a subset of the culture of self-help.

For a film that seems to pride itself on its depiction of prison-reality, it feels extremely movie-phony.

Susan Granger, SSG Syndicate:
Writer/director Ric Roman Waugh’s astute casting elevates the low-budget production which was funded through New Mexico’s Film Investment Program; that’s how he was able to nab Val Kilmer, who lives on a nearby New Mexico ranch. Stephen Dorff projects a searing image of pain under pressure and Sam Shepard humanizes the Warden, whose sense of decency has not been eroded. On the Granger Movie Gauge of 1 to 10, “Felon” is a tough, uncompromising 7, proving that even in man’s inhumanity to man, there’s hope.

Maitland McDonagh, TV Guide:
The shadow of "Penitentary" (1979) hangs over stuntman-turned-director Ric Roman Waugh's second feature, despite its altogether more serious approach to prison abuses.

Wade Porter (Stephen Dorff) is gradually inching his way into middle-class stability, carefully building a small contracting business and preparing to marry his longtime girlfriend, Laura (Marisol Nichols), with whom he has a three year old child. The neighborhood in which they live is still a little dodgy, but Wade is cautiously optimistic about the future until the night he's awakened by the sounds of someone in the house. Wade kills the intruder, and because Wade pursued him out of the house, he's arrested; the public defender tells him to take a deal rather than go to trial; a jury could as easily recognize that Wade acted in defense of his family as it could convict him of premeditated murder. And so Wade agrees to serve three years in Corcoran State Prison, a dog-eat-dog hellhole where the guards regularly pit inmates against one another in brutal gladiatorial-style battles. They'd be fighting anyway, reasons instigator Lieutenant Jackson (Harold Perrineau), so why not control the situation and even make a little money from it by taking bets? Wade is utterly out of his depth until his new cellmate, multiple murderer John Smith (Val Kilmer), steps in and shows him the ropes – ropes that may allow him to survive in prison, but at the cost of transforming him into a very different man from the hardworking, law-abiding citizen he used to be.

Kilmer and Dorff, who was also an executive producer, immerse themselves in difficult roles and the film's overall air of social commitment will surprise viewers drawn in by its exploitation-movie promotion. Waugh's screenplay was inspired by the accusations of systematic prisoner abuse -- including fights staged by guards — that have dogged the real Corcoran since the mid-1990s, and the principal locations was a decommissioned section of real New Mexico State Penitentiary, which lend a disturbing air of gritty reality.

John P. McCarthy, Box Office Magazine:
Looking and sounding like a composite of Brando's Colonel Kurtz and Burt Lancaster's Birdman of Alcatraz, Kilmer embodies the Zen of incarceration without the possibility of parole. He puts himself on the line for Wade, demonstrating he's both suicidal and a reall stand-up guy. It's an enjoyable turn, while Dorff is equally reliable and sympathetic. Sam Shepard is fantastic in the small role of an ex-guard who befriended Smith the year before and, going against type, Perrineau is utterly unbelievable as the monster of the piece.

Ed Gonzalez, Village Voice:
Clearly overcompensating for all the aggression that he couldn't get out of his system as the wheelchair-bound Augustus Hill on HBO's Oz and the repressed single dad Michael on Lost, Harold Perrineau gives unintentionally comic expression in Felon to the delineation between his character's public and private scruples—vile on his beat as a prison lieutenant, but a picture-perfect vision of upstanding citizenship around his boy.

After accidentally killing a burglar in his front yard, Wade Porter (Stephen Dorff) is sent to the cocksure madman's unit at California's Corcoran State Prison, where he quickly loses his bearings while getting the dish on prison politics from lifer John Smith (Val Kilmer, practically understated in spite of the sea of scruff, tattoos, and body fat under which he's buried).

Like Perrineau's performance, former stuntman Ric Roman Waugh's directorial mode is essentially a form of acting-out—all fast cuts, blurred affectations, and herky-jerky camera moves—but at least his belligerent style is lobbed at the same fever pitch as the intense dog-eat-dog rumbles that wear on Dorff's working-class stud.

Essentially a cautionary tale for pretty boys without criminal records, Felon gives everyone their tidy and expected due but outlines a realistic enough cycle of how a man's life can easily spiral out of his control, with Dorff proving once and for all that he can just as ably emote above the neck as below.

John Anderson, Newsday:
Tough, brutish prison drama with an easy windup, but good acting and an uncompromising take on the prison system.

Before the viewer has served 30 minutes of 'Felon,' hardworking family man Wade Porter (Stephen Dorff) has gone from putting the business end of baseball to an intruder's head, to a maximum-security prison and cell in solitary. It's a bit much to swallow, and so quickly, but once writer- director Ric Roman Waugh's melodrama gets behind the prison walls - think 'Lockdown'-meets-Franz Kafka - the film becomes a convincing if ultra-violent character play, with Dorff and a virtually unrecognizable Val Kilmer leading a pack of desperate men.

Not the least of these is Lt. William Jackson (Harold Perrineau, 'Lost'), who's simply been on the job too long: His humanity all but evaporated, he turns the prison yard into Circus Maximus, orchestrating and fueling the racial divides that seem to plague all American prisons.

Wade makes an uneasy alliance with the walking horror show that is John Smith (Kilmer), a mass murderer whose reputation for craziness keeps him safe from the skinheads, gangstas and Mexican Mafiosos who populate the place. Wade has to fight his way, day to day, through a film that is often gripping and always cautionary: Just as 'Saving Private Ryan' probably influenced Army enlistment rates, 'Felon' might make the less- upright in its audience think twice about knocking over a liquor store.

Prairie Miller, NewsBlaze:
Dorff gives a mesmerizing, devastating performance as he evolves from stunned civilian to brutalized inmate and dangerous prison thug himself. But ultimately transforming into a tested man who rediscovers his own humanity by way of deciphering the key to his liberation from injustice, through solidarity of the oppressed behind prison walls, and a healing connection to his destroyed family on the outside. And Val Kilmer as Smith, an introspective older lifer and Wade's cellmate imparting his own peculiar tough love wisdom to the younger man, along with Sam Shepard as Smith's mysterious, supportive visitor and friend, likewise bring to this story a rugged but elevating fortitude illuminating human hope and decisive closure, even in the most tragic circumstances.

Nick Schager, Slant Magazine:
Before succumbing to contrived melodramatics, Felon proves a proficiently acted, resolutely realistic story about the means by which events—and one's future—can hopelessly spiral out of control courtesy of a confluence of unexpected events. About to marry his longtime girlfriend and baby mama Laura (Marisol Nichols), and on the cusp of expanding his successful contracting business, Wade (Stephen Dorff) finds himself instead heading to prison after killing—in a reasonable but technically criminal manner—a home intruder. Forced to swallow a plea-bargained three-year sentence, Wade immediately winds up in a prison facility for hard cases run by Lt. Jackson (Harold Perrineau), whose sadistic tendencies involve staging yard fights between inmates for entertainment and wagering purposes.

Aside from the occasional ultra-close-up, writer-director Roc Roman Waugh crafts his narrative with a minimum of aesthetic or screenwriting affectation, his situations and characters' emotions imbued with a tough, no-frills credibility. Dorff's grounded, carefully modulated turn is the film's plausible center, defined by desperate kill-or-be-killed survival-instinct pragmatism and, more grippingly, believable stone-cold terror at being trapped in a madhouse full of caged psychopaths. Wade soon gets a cellmate in John Smith (Val Kilmer), a goateed, tattooed lifer in the clink for killing the extended families of the men who slaughtered his wife and daughter. Smith's growing fondness for Wade is rooted in a shared respect for cherishing and protecting family. And his belief that one's conception of time gets screwy when life becomes defined by a single action speaks to both men's knowledge that security, happiness and grand plans are precarious.

Yet after economically establishing Wade and Smith's common bonds, as well as Laura's own torment and the way random tragedy mars Jackson's superficially cheery private life, Felon flounders in convincingly resolving its protagonist's plight. Discarding blunt truthfulness for increasingly false plot machinations, Waugh's drama culminates with a Rocky III-ish fight between Wade and a mohawked Mr. T stand-in, a last-gasp scheme to secure release from prison involving the Feds and Smith's former guard (Sam Shepard), and, ultimately, the sort of hokey, everyone-gets-what-they-deserve happy ending which the film has previously posited as dangerously fragile and unreliable.

Rex Reed, The New York Observer:
Prison movies may not be everyone’s idea of escapist entertainment, but with nearly two million people overcrowding the U.S. penal system already and the numbers growing daily, it’s a problem worth addressing. Audiences are gruesomely fascinated by horror stories behind bars, and like the phenomenal TV series Oz, the stuff that happens in a tense, taut new movie called Felon is nothing less than electrifying.

The versatility and charisma of the dynamic, always surprising actor Stephen Dorff is the catalytic converter in this harrowing story of an innocent man caught up in America’s flawed legal system. One minute Wade Porter is a nice, hardworking guy with a devoted fiancée, an adoring 3-year-old son, a promising future and a new bank loan to start his own business. The next minute he’s awakened by a thief who invades his home, and in the ensuing chase to protect his family, he accidentally kills the intruder with a baseball bat. Through a legal loophole, he’s arrested, stripped, fingerprinted, thrown into a county jail with a cell full of rapists, addicts and killers, then charged with first-degree murder. Before you can yell “Help!” he’s in Dragon Country.

Through a plea bargain conceived by incompetent public defense lawyers, he gets a three-year stretch in a state prison, but before he even gets there, another prisoner is knifed on the bus and the weapon planted on Wade. Three years turns into six, and like William H. Macy in David Mamet’s nightmarish Edmond, he’s the only blond, blue-eyed Caucasian in a snake pit called “the shoe”—a lockup for the hardest cases where the word rehabilitation does not exist. In the shoe, vengeance, brutality and hopelessness are the talismans everyone lives by. The boss is now a sadistic guard (Harold Perrineau, a doomed inmate himself on Oz) who stages his own weekly fun and games by throwing prisoners of all races, sizes and mismatched physical dimensions into a concrete cage called “the yard,” where they are forced to fight it out with bare knuckles, guns pointed at their heads from the guard booth, like gladiators. Bloody and broken in body and spirit, Wade loses his house, his truck, his tools and finally his family, and his only way out is death—or a miracle.

The miracle comes at last with the aid of his cellmate, a lifer without the possibility of parole (Val Kilmer), who forms a strange attachment to Wade’s plight, and of a retired guard (Sam Shepard) who pulls a rabbit out of a dead man’s hat. No spoilers. How it turns out is up to you, but be forewarned and forearmed: Felon is not for anyone with a heart murmur. As prison flicks go, it is exceptionally well directed and written by Ric Roman Waugh with maximum realism, and the acting is positively superb. Stephen Dorff is so convincing that he makes you feel his pain, terror and courage. A few clichés abound (monstrous guard, oblivious warden, innocent victim, vicious inmate with empathy), but the film plants you behind bars where the laws and rules of society no longer apply, and you’re at the mercy of both cops and killers, all of them bad. With fresh cases reported weekly about wrongly convicted prisoners who are locked up unfairly then later proven innocent after their lives are permanently damaged, a movie like Felon really makes you think while you shudder. Just consider the number of people who should be locked up, and some of them live in Washington, D.C.

Noel Murray, AV Club:
Nothing in Ric Roman Waugh's prison drama Felon will surprise anyone who watched the HBO series Oz, but then, Waugh—a former stuntman turned writer-director—never tries to pretend his movie is some kind of searing original. Felon is a compact, pulpy film about the institutional indignities that weaken the wills of prisoners and guards, shot in a jittery, close-up style that emphasizes the feeling of walls closing in. Waugh is primarily interested in capturing what it's like to live in a facility where there's always someone eating, shitting, or fighting no more than two feet away.

Stephen Dorff stars as an upwardly mobile blue-collar worker sentenced to a year in prison for killing a man who was trying to break into his house. During transport, Dorff happens to be standing next to someone shanked by a member of the Aryan Brotherhood, and when he refuses to tell the authorities what he saw, he's thrown into a wing with the hard cases, where he has to share a cell with veteran badass Val Kilmer (sporting a ridiculous-looking paste-on goatee and a Mickey Rourke body). Kilmer informs Dorff that he'll have to join a gang to survive, and soon Dorff is involved in daily bare-knuckle boxing matches in a 20'-by-20' exercise yard, overseen by sadistic guard Harold Perrineau, who uses the prisoners to settle his own scores.

Felon's dialogue is overheated and some of its plot twists are preposterous, yet it's still white-knuckle tense, and held together by dozens of small, well-observed moments. Once Dorff enters the system, the circumstances of his crime don't matter anymore: The guards still treat him as a con, and his fellow inmates still treat him as either an ally or an enemy. And when his girlfriend comes to visit and sets off the metal detector with an underwire bra, she gets strip-searched just like any other moll. Waugh spends some time outside of prison with Perrineau, to show how people on both sides of the wall make tricky moral decisions nearly every day. The difference is that when Dorff compromises himself in order to get by, he gets his sentence extended and a lecture from the judge. When Perrineau does it, he still gets to clock out and go home.