Actor-turned-director Steve Buscemi follows up on his restrained 1996 directorial debut Trees Lounge (1996) with this gritty, understated prison drama. Twenty-one-year-old suburban kid Ron (Edward Furlong) got busted for dealing drugs and slapped with an especially severe jail sentence. Though he tries to keep a low profile at prison, he soon attracts unsavory attention of various sex-starved goons. Fearing rape, he appeals directly to Earl (Willem Dafoe), a fellow prisoner who runs the place like it was his own fiefdom. Though Ron's request is strictly against this rarified culture's baroque rules, Earl takes him under his wing, and soon he is a part of Earl's inner circle. Slowly Ron learns the breadth of Earl's power, ranging from the easy procurement of drugs to the violent dispatching of a prisoner who gets out of line. As Ron grows increasingly indebted to Earl, he wonders how he is expected to repay him. Yet Earl, who shows his fondness for the lad with fatherly tenderness counterbalanced with repressed yearning, never pushes his advantage. Other members of the cast include Tom Arnold as a salivating hill-billy and an almost unrecognizable Mickey Rourke as a cross-dressing prison queen. This film was highly praised at the 2000 Sundance Film Festival.