The theme of mentoring is played out in Steve Buscemi's second directorial outing, which is based on a novel by former San Quentin inmate Edward Bunker. The setting is Eastern State Penitentiary. Ron Decker (Edward Furlong), who is young, educated, and middle-class, is serving a ten-year sentence for peddling marijuana. As a new "fish," he is lucky to be taken under the wings of Earl Copen (Willem Dafoe), an 18-year-veteran who's known as "King of the Yard." This wheeler-dealer gets drugs for his buddies, is friends with several guards, and knows how to play the game inside the prison walls.

Although Ron tries hard to "keep his nose clean," he runs into trouble with a hillbilly (Tom Arnold) who nearly rapes him in a bathroom. The violent milieu of frequent stabbings and retaliations, in addition to the constant tension between the races, seeps into Ron's consciousness. He wants revenge. But Copen, who has gotten him a relaxed job in the library, is convinced that his young friend can achieve an early parole if he plays his cards right.

At the emotional center of Animal Factory is the mentoring relationship between the middle-aged Copen and the youthful Decker. The guidance and encouragement the older man gives are like manna in the wilderness for the very awkward newcomer. Copen helps Decker walk through a dark period of his life, offering safety and a small measure of hope.

What unfolds on the screen is the kind of caring relationship described by the novelist Thomas Wolfe to his mentor Maxwell Perkins: "You have done for me what I had ceased to believe one person would do for another — you have created liberty and hope for me. Young men sometimes believe in the existence of heroic figures stronger and wiser than themselves, to whom they can turn for an answer to all their vexation and grief. . . . You are for me such a figure: you are one of the rocks to which my life is anchored."