Steve Buscemi says he had no intention of including real convicts as extras when he set out to direct the gritty prison drama Animal Factory, hitting theaters Friday. But the hardened criminals quickly won over the Fargo star when he went to scout locations at Pennsylvania's Holmsburg State Prison.

On his first day at the prison, Buscemi was blown away to find that virtually every inmate had seen him in the 1997 action pic Con Air. What the actor didn't realize at the time was that prison officials had screened the pic in the big house just prior to his arrival. Nevertheless, a bond was formed and the inmates were hired.

"We were really respectful of them, and certainly it was great for the actors to be able to have those guys to mix with," says Buscemi, who appears in the film alongside Willem Dafoe, Edward Furlong, Mickey Rourke, Tom Arnold and John Heard.

All of the real cons appearing in the movie are nonviolent offenders, "but you sure couldn't tell it to look at them," says Buscemi. "Those guys were pretty rough, but, in fact, a lot of them were really, really nice guys. A lot of them are in there because of drugs, and there are even guys in there for unpaid parking tickets."

"In the beginning, they were excited about being in a film," he adds. "But they quickly learned it's mostly about waiting around and doing the same thing over and over again. I tried to keep them involved as much as I could and made them feel that they are a very important part of the film."

Buscemi, whose only prior experience directing full-length features was the critically acclaimed indie Trees Lounge, says he hopes next to direct a feature based on the William S. Burroughs novel Queer. "It's something that's always been intimidating and mystifying to me," he says of the director's chair. "But now that I've done it twice, and I've done some episodic-TV things (OZ, Homicide: Life on the Street), I feel like it is something I want to pursue. It's exciting because now I feel like I have almost a new beginning."