The shadow of PENITENTIARY (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.