A prison drama mixed with ROCKY is the basic premise of this unusual but entertaining little movie, brought to us by Walter Hill, a director with a track record of making "man's man" type films. It's as tough as you'd imagine, set within a men's prison inhabited by grizzled veterans (Wes Studi and a delightfully foul-mouthed Peter Falk),hard-ass guards (the underrated Michael Rooker) and various other familiar faces such as Jon Seda and Fisher Stevens.

However, this is merely the backdrop. The thrust of the film lies within the world of boxing, and the story carefully pits two very different fighters against each other. An action film this isn't; it's all about the gradual build-up to a single bout, a win-all/lose-all fight to the finish that means the world for both of the participants. Of the pair, Ving Rhames bags the larger-than-life character, a man who turns out to be little more than a glorified thug; Wesley Snipes gets to be solemn and proud, a real departure from his usual tough guy routines, and he makes the film. I won't spoil the outcome, needless to say it pays off nicely.

Arrogant, brutish, but smart and formidable heavyweight boxing champion George "Iceman" Chambers (superbly played with swaggering brio by Ving Rhames) gets sent to prison on a rape charge. While in jail Chambers encounters modest, yet agile and fearsome reigning inmate champ Monroe Hutchen (a nicely understated performance by Wesley Snipes). Wily mobster Emmanuel "Mendy" Ripstein (an excellent portrayal by Peter Falk) sets it up so Chambers and Hutchen can find out who's really the best in a major high stakes fight. Director Walter Hill, who also co-wrote the lean, compelling, and intelligent script with David Giler, brings a tremendous amount of flashy style and invigorating burning energy to the absorbing narrative: the brisk pace rarely lets up for a minute, there's no filler to speak of, the tone is appropriately hard and no-nonsense, and the big match with Rhames' savage strength pitted against Snipes' lithe speed is extremely fierce, gripping, and exciting. Moreover, there's a welcome and refreshing moral complexity to the neatly contrasting main characters: Although a convicted murderer, Hutchen's low-key and reserved philosophical nature makes him likable while Chambers' raging ego and cockiness ensures that he's hateful and unappealing throughout. The first-rate supporting cast helps a lot: Michael Rooker as sympathetic head guard A.J. Rooker, Wes Studi as Chambers' obsequious cellmate Mingo Pace, Jon Seda as Ripstein's loyal caretaker Jesus "Chay" Campos, Fisher Stevens as the weaselly James "Ratbag" Kroycek, and Dayton Callie as Chambers' cagey manager Yank Lewis. Rhames and Snipes, both of whom are in exceptional ripped shape, make for thoroughly plausible fighters. Lloyd Ahern II's glossy cinematography, Stanley Clarke's moody score, and the rousing rap soundtrack are all up to par. Well worth seeing.

A solid prison drama with strong performances by Wesley Snipes and Ving Rhames, but the film lacks in any form of human emotion or character study and just leaves a dark shell that isn't totally filled and makes you feel unsatisfied. But it's not to say it isn't well-crafted from it's director, Walter Hill. It also has one of the best boxing showdowns shown in a film since the original Rocky and Raging Bull.