Buscemi allows the story to trickle along, downplaying the usual prison clichés to delve into the often murky relationships between prisoners, the predatory pecking order, and the undercurrent of racial divisions. He suggests everything in glances, threats, and tensions that only rarely erupt into violence. The film lacks a strong narrative line, but Buscemi's sensitivity to his characters and his sharp ensemble direction provide generous compensation. Dafoe is brilliant as the smiling smooth operator, his shaved head and jagged-toothed grin suggesting both a threatening confidence, and Furlong ably registers the fear of his sheer defenselessness in this dangerous world. Tom Arnold shines as a terrifying bully and Mickey Rourke is almost unrecognizable as Furlong's cross-dressing cellmate with a honeyed Southern lilt and makeup that would make Tammy Faye Bakker proud. --Sean Axmaker