-By Frank Lovece

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Filmmaker Jesse Baget does a lot of things right with his second feature, following his 2006 horror film El Mascarado Massacre, released direct-to-DVD in 2008 as Wrestlemaniac. He wrangled a couple of name actors to star (presumably handling the casting chores himself, since no casting director is listed), found an authentic-looking prison location, and made a professional-looking movie with some stylistic flourishes on a low budget and what he's said was 13 shooting days. Since completing the movie last year, he's directed he comedy thriller Breathless, with Gina Gershon, Val Kilmer and Ray Liotta, debuting on DVD this August, and is directing the Nicolas Cage movie Wild Side, scheduled to start shooting in July. Both of those, like Cellmates, are co-written by himself and Stefania Moscato.

And that, unfortunately, is where Cellmates falls flat. An odd-couple comedy of a racist Texan Klansman sharing a prison cell with a sweet-tempered young Mexican, the movie plods and repeats itself, and shows filmmakers with no natural aptitude for comedy. And while its one-note characterizations seem deliberately archetypal and the visual style seems to signal a larger-than-life, fable-like quality, it reaches neither plateau.

It's 1976, and local KKK Grand Dragon Leroy Lowe (Tom Sizemore) is serving three years at the Low Lee Tuna Prison Work Farm in Tuna, Texas, for conspiracy against the U.S. government and tax evasion. After his Klansman-buddy cellmate Bubba (the appealing and very natural Kevin Farley, brother of the late Chris Farley) chokes on a piece of baked potato, Leroy gets paired with Mexican naïf Emilio Ortiz ( Nacho Libre co-star Hector Jimenez, one of the executive producers). Emilio, thrown in prison for taking part in a migrant workers’ strike, never shuts up, and after Leroy gets tired of beating him—funny stuff, boy, ho, ho!—he just tries putting up with him as best he can.

During one of Leroy's regular weekly sessions with Warden Merve Merville (Stacy Keach)—who must have a very small prison if he's spending an hour a week with each inmate, simultaneously rehabilitating and intimidating with his encyclopedic knowledge of potatoes, which the prisoners grow—he catches the eye of the warden's maid. The young, pretty Madalena (Olga Segura, whose company Producciones a Ciegas helped make the film) inexplicably takes a shine to Leroy, and soon the two are passing each other surreptitious notes—hers in Spanish, which he needs Emilio to translate.

The movie is filled with long stretches of the chatty Emilio and the lecturing warden talking at a helpless Leroy, and aside from the repetitiveness it signals a key problem with the picture—in scene after scene, it jabbers on long after the point has been made. Baget was his own editor, and a supervising editor is credited, yet the plot moves as slowly as a prison sentence. Often the movie repeats in dialogue what we've just seen.

Keach does the best he can with his character's aphid anxiety and with clownish, over-the-top lines like "This country was built on the backs of minorities working for nothing and I'm here to make sure that it stays that way." Jimenez’s character is just a Stepin Fetchit idiot, and his hatred of his wild, unruly hair makes no sense—why not just have the prison barber cut it? Better yet, why not have the editor cut his hair fixation—along with much of the rest of the movie.