Castles were built to keep people out. Prisons are meant to keep them in. So says General Irwin (Robert Redford, The Horse Whisperer ) to his fellow inmates in the U.S. military prison known as “The Castle” (shot in Nashville, Tennessee’s magnificent old former State Prison). But rebellions that occur in both structures are similar, for the enemy is within. And rescue can be summoned only when the flag is raised upside down in the universal symbol of distress. On the surface, Rod Lurie’s The Last Castle seems to be a standard action-filled prisoners-take-over-from-evil-warden story, with the added interest that the inmates are military men. But it’s much more than that. It’s really the conflict of two leaders under different “burdens of command,” two opposing philosophies on how to mold men, both operating by their own moral compass. Redford plays a legendary war hero and strategian whose unresolved survivor guilt make him plead guilty to a false charge of disobeying orders on the last mission of his career, a bungled rescue attempt in Burundi in which eight soldiers where killed. The result is a 10-year prison sentence. Redford just wants to fade into the prison background and do his time, so he can get out and sit on the porch with his grandson-a sad fantasy, since he hasn’t seen the child in years and his estranged daughter (Robin Wright Penn, The Pledge) has no desire to forgive him for never being a father in the first place. So the truth is, the only reason the General has to stay alive now is what kept him alive for six years as a POW in Vietnam — loyalty to his comrades. All his battlefield experience has taught Redford to seek out the best in men. But seeing the worst in men is what the prison commander, Colonel Winter (James Gandolfini, TV’s The Sopranos) has learned from his private wars within the prison walls. Every time he feels himself getting soft on a prisoner, Gandolfini pulls out the man’s file to remind himself of the man’s crimes. Being the commander of the dregs of humanity has dehumanized him; determined to fulfill his own “burden of command” in which there will be no prisoner escapes, Gandolfini has created a prison of horrors. He pits the prisoners against one another, imposes brutal punishments, and may have ordered the “accidental” death of several prisoners. Despite his original refusal to become involved in the prisoners’ complaints, Redford embraces their cause when he gets to know the men personally. One by one, and then en masse, he challenges them to transform themselves from prison losers to stand-tall soldiers. Even the cynical helicopter pilot turned prison bookie (Mark Ruffalo, Committed ) comes over to pride’s side As the men’s confidence escalates, so does the commander’s counter measures to keep them squelched, resulting in the senseless murder of a young marine corporal (Clifton Collins Jr., (Traffic) who dreamed of building a wall for The Castle. Redford rallies the men into a rebellion that will force the commander’s resignation. As if they were medieval warriors, they arm themselves with metal cafeteria shields and catapult flaming-oil missiles at the prison towers. Up to this point The Last Castle has kept a clear, sometimes preposterous, but always entertaining storyline, full of terrific action, great acting, and even some great writing by newcomer David Scarpa and veteran Graham Yost (Speed). Only afterwards, away from the mesmerizing effect of the big screen, do some unsettling realizations set in. The Last Castle shows the bloody victory of soldier-rapists, murderers, and drug dealers over the soldier-guards, most of whom are just faceless grunts trying to do a job. Both Redford the hero and Gandolfini the villain accomplish the same action–they both kill fellow soldiers. One leader dies nobly, defiantly raising the flag, (not upside down in a post-September 11 distress sign, thank goodness, but right side up in a windy burst of patriotism) and the other will live out his years imprisoned within the same walls that he once commanded. But who has won this war of opposing leaders? And to what fate have they left their unmedaled men? They’re either dead or no doubt will be brought up on charges so heavy they might wish they were. Is that the point that director Lurie is making? That there are no winners when commanders collide? That being under the same flag won’t save us? Thus, The Last Castle raises more questions than it answers, and rises far above the limited heights of a mere prison movie.