Before UPN re-jiggered the landscape of television with with Richard Grieco’s “Marker,” its stations- mostly small independent stations in large markets – based programming decisions more on what they could afford than on what anybody might actually want to watch. No original series, no top-notch movies- instead, there were a lot of “Charles in Charge” reruns and low-grade action flicks, preferably shown multiple times each year. Such was the case with Penitentiary III, which I saw about a thousand times on WPWR-TV (Chicago’s “Power 50”) as an impressionable youngster. Probably too impressionable – just like Leon Isaac Kennedy here, I quickly rose through the ranks of late-period blaxploitation stars, using my finely-chiseled physique and finely-honed expressions of desperation and anguish upon YET AGAIN being thrown in jail for crimes I did not commit, eventually stepping out of the spotlight to take a job with Smokey Robinson Foods.

But enough about me. This is Leon’s show, after all, and what a show it is. As per the Penitentiary formula, boxer “Too Sweet” Gordon is once again a victim of circumstance and is sent of to prison, this time for killing his opponent during a fight. After being back in the slammer about six seconds, Too Sweet has both the admiration of an aw-shucks, down-home fella we’ll call Too Nice, and the ire of the prison’s secretive crime boss, Mr. Serengeti (Anthony Geary- yes, THE Anthony Geary), who is Too Effeminate Here To Be Believed.

Mr. Serengeti

Cool, it’s Max Headroom!

Now, you may wonder why Too Sweet makes such an instant impact on the prison. Me, I wonder why Too Sweet didn’t, maybe, hire a lawyer, but that’s another story. See, all activity at the prison revolves around a boxing tournament between Serengeti’s team against the warden’s team. The warden has been losing bet after bet to the crime boss, mostly because he insists on using balloon animals instead of boxers, and he sees Too Sweet as his sweet salvation for one last bet. Serengeti wants him too, only Too Sweet is Too Angry to fight for anybody, and instead heads to his cell to start preproduction on his new collaboration with The Cure. Nobody- NOBODY!- tells Serengeti no, and thus Too Sweet becomes Too Marked For Death.

Enter Serengeti’s secret weapon, a diminuitive fellow known as the Midnight Thud (played by pro wrestler the Haiti Kid, of all people), who Serengeti keeps on retainer to sneak into prison cells at night and gnaw off the, um, endowments of those who cross his path. This is intended to show the depravity of Evil Anthony Geary – what’s “roughing a guy up” compared to hiring a dong-chomping maniac as your enforcer, right? – but only shows that the screenwriters may have borrowed some of their ideas from eighth graders. The other prisoners (and special props for casting Drew Bundi Brown, aka Willie from “Shaft”, as one of the prisoners) find the Thud’s antics amusing. “So much manhood down the drain,” says one. The warden finds his savage manner less funny, especially when Thud pees on his shoes. “Piss on me? I’ll piss on you, ya nut!” he says, brilliantly.

The Midnight Thud

What can I say? It’s the 80’s.

Anyway. The Thud is brought to Too Sweet’s cell one night for a battle, and they go back and forth for interminable minutes. Thud apparently has the power to fly, and he makes superhuman leaps to the top of the cell, so he can leap onto Too Sweet’s head and deliver painful “noogies”* until his opponent gives up. Too Sweet is not to be denied, as he smacks the Thud with vicious kicks and punches. I am happy to be denied, and drift off to sleep about forty minutes into the fight (I’m not kidding when I say several fight sequences are repeated, maybe using the same footage) and Too Sweet wins.

Of course, all this does is ramp up Serengeti’s hatred for Too Sweet – or does it? Nah, he more transfers that hatred onto Too Nice, the white dude with a heart of gold who happens to be fighting for the warden’s team. Too Sweet, riding the rush of adrenaline from beating the crap out of a three foot tall man, agrees to train him- in the prison’s “dungeon,” because the warden doesn’t want Serengeti to know. So we get lots of slow-motion shots of Too Nice running and jumping and shadow boxing and looking all neat and keen, while Too Sweet encourages him to feel the burn and other such cliches.

Too Nice (I think his actual name is Russell, Rusty, Randy, Ray Bob, something like that) is totally prepared for his big fight. Even Howard Cosell, were he in this movie, would be impressed. But Serengeti is prepared and counters the awesome impact of super-bland-whitebread-niceness with a drug called Valdine, which turns even the wimpiest dude into Rafael Palmeiro, or even (allegedly) Barry Bonds. (Later we find out Too Sweet was given this same drug right before he went on his murderous boxing spree.) So while Rusty/Randy/Walter/whoever is fighting the good fight and fighting it well (and while Too Sweet is conveniently busy with a lady friend, smuggled into the joint) Serengeti’s evil boxer Hugo gets a little Valdine in his system and suddenly the good fight turns into a-clubberin’. Oh gosh I didn’t see that one coming.

The tragedy of seeing his cheery jailbird friend beaten to a pulp by a big muscle-head on drugs (did the Batman writers see this movie before writing Knightfall?) arouses the thirst for vengeance, which is an odd thing for a guy who’s just had sex. Nonetheless, Too Sweet knows he needs to train harder than ever, because world championship caliber middleweights are small potatoes compared to jailbirds named Hugo. And who better to train Too Sweet than the Midnight Thud, who happens to be a pretty nice, civilized guy once you dub over his voice. And so we get a lot of slow-motion shots of the Thud telling Too Sweet to run, or Too Sweet running, or something. Anyway, they fight, Too Sweet overcomes Hugo, Hugo takes more Valdine, Thud yells Zen-like-gibberish at Too Sweet (“Like an oak tree! Oak tree! Oak tree! Oak tree! OAK TREE! OAK TREE!!!”), Too Sweet Hulks up and makes the big comeback, and maybe gets out of jail? Oh yeah, he also confronts Serengeti, who is emasculated by being seen and he tries to fight back but he’s a weiner and gets beat up, or maybe the warden just takes his TV privileges away. And then Too Sweet says something wise and completely unintelligible and the credits roll.

This was, for many years, in my pantheon of the greatest b-movies ever. I don’t quite know why; as it’s not really truly great. But it approaches greatness many times. Leon Isaac Kennedy is outstanding, and the Haiti Kid makes a convincing Thud, both in his evil savage mode and his Mr. Miyagi-like mentor mode. It’s definitely the best movie I’ve ever seen in which a guy named the Midnight Thud gets sent to different jail cells to gnaw off the privates of his fellow inmates. That’s gotta count for something. Definitely check this one out- you won’t be disappointed.