An army general, Irwin (Robert Redford: The Horse Whisperer, Sneakers) escapes a court martial by pleading guilty and agreeing to years in clink. His offense? We are not made privy to it immediately. But he is a beloved officer that his fellow inmates, in the hulking, forbidding maximum security military prison to which he is sent, cannot help but salute, even if everyone has been stripped of rank and saluting is not allowed. Irwin says he just wants to do his time quietly and go home, but certain injustices perpetrated by the warden, Colonel Winter (James Gandolfini: 8MM, A Civil Action), against the inmates rile him and set he and Winter off on a battle of wills and a fight for control of the hearts and minds of the men.

It's not quite so melodramatic, but it's an odd sort of setup. The story -- written by Graham Yost (Mission to Mars) and David Scarpa -- works well as a clash of personalities between a motivator of men (Irwin, who appeals to the buried self-respect of his fellow inmates) and a manipulator of men (Winters, who sets the men against one another), as an examination of the true nature of leadership (Irwin is a genuine leader, Winters a wannabe), as a debate about prison as punishment (Winters sets the men to pointless make-work tasks and just as cruelly destroys the results of their work) versus prison as rehabilitation (Irwin gets the inmates to remember the positive qualities in themselves and put them to work), and a simple tale of tribal male bonding, as the inmate rally behind Irwin. Except...

It works well except for the fact that the screenwriters and director Rod Lurie (The Contender) simplistically answer for us all the questions they raise -- sure, even convicted killers can be good, honorable people, deep down, they tell us, even that one crazy guy who took a mallet to his CO's skull. Instead of letting us come to our own conclusions about whether, for example, prison should be more rehabilitation than retribution, they go the further step of having heroic, all-American Robert Redford rehabilitate the inmates to within an inch of their spiritual lives, turning them, literally, into flag-waving examples of ideal manhood: strong, upright paragons of the American fight for justice.

Gandolfini is terrific, trying his best not to evoke Tony Soprano and succeeding very nicely. Mark Ruffalo, who impressed the hell out of everyone in last year's You Can Count on Me, does himself one better as Yates, the prison bookie with divided loyalties. Redford is, well, Redford, an icon who has only to appear onscreen to gain our sympathy. And Lurie is a talented director -- watch how he contrast the leather-upholstered serenity of Winters' office overlooking the yard with the violent, staccato action, set off by Winters himself, of the yard below. Lurie will make you want to cheer as the conflict between Winters and Irwin reaches an intensely suspenseful crescendo.

But you'll be cheering on, for the most part, the dregs of humanity cloaked in a temporary glow of nobility. The Last Castle packs a visceral wallop, and it'll catch you up in its thrall. But the punch it delivers later, when you realize, on reflection, exactly whom you were rooting for, is not such a pleasant one at all.