But not in a good way. I would consider myself fairly well-versed in "Girls in Prison" films, and this one set a new standard. As with all of these films, there were naked women, shower scenes, lesbian guards, etc. However, half-way through the film, there was a definite switch in direction, involving a genuine plot twist, but unfortunately, the direction the film took was a poor one. The movie had a lot of nudity, including the body of Stephanie Ann Smith which is worth a look in and of itself, but no real sex scenes. Disappointing. In a "girls in prison" movie, the only real reason to watch is for the lesbian sex scenes. No dice. The acting in the movie wasn't terrible, at least between the three main characters (Tina, Danielle, Sarah), but the rest of the cast, especially Vega, lacked greatly. Whoever wrote the story, however, should be strung up by their toes. The plot makes no sense. Apparently, there are no consequences in this world. Plot summary (Warning: spoilers....) The main character (Danielle) is an undercover FBI agent in a women's prison, trying to befriend the girlfriend (Sarah) of a gangster, who the FBI is trying to bust. They become friends (had they become more than friends, it would've been a better movie), and eventually get transferred to a different prison. Surprise. On the way there, they get ambushed by agents of Sarah's boyfriend (Vega). Danielle (undercover as a prisoner) gets ahold of a dropped gun and returns fire, killing some of the attackers. They get away, but not before Sarah is shot and killed (a genuine surprise, although I can't help but wonder if she just refused to do any more nude scenes unless they changed her contract, so they got rid of her. Unfortunately, since she had the best body, the rest of the movie sucks even worse). The one surviving prison guard (Tina, the most attractive correctional facility guard I've ever seen) and Danielle run into the woods and somehow end up back at FBI HQ, where Danielle's boss tells her that her daughter's been kidnapped. After some more horrible plot development, Danielle gets suspended by the FBI. So, naturally, Danielle, Tina and a European supermodel/secret agent break into Vega's mansion, kill some people, capture Vega, and get Danielle's daughter back. Conveniently, the FBI shows up about now and praises Danielle for B&E, murder, defying her suspension, and bringing two non-FBI agents into an FBI investigation. So she gets promoted and Tina (who never did get naked, damnit) gets accepted into the FBI. Like I said, the movie seems to have no redeeming quality other than Smith's body. If you are looking for a truly horrible movie to show at a bachelor party or some such, this wouldn't actually be bad. Other than that, steer clear. Pick up "Ishtar", "Showgirls", or some other quality flick.