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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.