Tom Sizemore wrings every moment out of the role of a lifetime. A hateful guy, practically a Nazi, whom you can't help loving. You sympathize with him throughout this romp despite his insane beliefs. This was Mr. Sizemore's moment. 'Nuff said. I don't want him to get big-headed. The rest of the cast was right on and gave everything they had. Over the top? Sure. Cartoon-like characters, yes. Mugging stolen straight from The Three Stooges? Absolutely, but this clever film manages to take an extremely touchy subject: racism, and turn it into a screaming comedy, a comedy with pathos. Disgusting as the warden (Stacy Keach) is, you can't help but like the guy and Héctor Jiménez is a one of a kind, professional scene-stealer by trade. The pacing of Cellmates is just right. Not fast, but never a dull moment. The sweet Olga Segura adds mucho encanto and romance without saying a word on screen, and I was impressed that the script by Baget and Moscato never allowed itself to be drawn into the usual prison clichés: food fights, shanks, mean hulk-like bullies and sadistic guards, etc. This being a prison work farm, the prisoners had more freedom and we didn't have to look at all the hard-core tattooed killers and perverts shuffling around in chains. Overall, an uplifting film with sorry-ass characters you just gotta love. Don't fail to add this to your collection.