PENITENTIARY II (1982) is that thing we love where a director has been burning it up on the fringes and then they get a little more resources behind them and they really go for it. Still low budget and outside of the mainstream, but more professional than the first PENITENTIARY (1979) or the two other features writer-director Jamaa Fanaka made while still a student at UCLA. So he’s still hungry and crazy, but able to accomplish more. It’s one of the beautiful parts of life.

And you know this shit is gonna be good when there’s an opening scene and then a full credit sequence set to grimy DOLEMITE-esque blaxploitation funk and then a long STAR WARS style scroll explaining in more detail than necessary what’s going on.

The score is by Jack Wheaton, additional music by Marvin Gaye’s guitarist and musical director Gordon Banks. I tend to think that outside of the electro stuff like Zapp and “Atomic Dog,” funk no longer existed in the ’80s. Tell that to these opening credits, though:

Leon Isaac Kennedy (LONE WOLF MCQUADE) returns as Martel “Too Sweet” Gordone, innocent man who went down for a murder and got paroled by winning the prison boxing tournament. The scroll (and, redundantly, the scenes surrounding it) explain that he’s living with his well-to-do lawyer sister (Peggy Blow, RABBIT TEST) and brother-in-law (Glynn Turman, GREMLINS, DEEP COVER, The Wire, TAKERS). It’s a condition of his parole that he work for the warden’s promoter brother Sam Cunningham (Stan Kamber [WELCOME HOME BROTHER CHARLES, L.A. Law], who really elevates the movie with a couple great conversations with Too Sweet) but he refuses to box and only works as a rollerskate messenger.

Also, Half Dead has escaped and vowed to kill him. That was his cell mate who he beat up and stole candy from in my favorite scene of Part I. Or as the scroll says, “a vicious killer who had become an obsessed enemy of Too Sweet after Too Sweet fought off his nocturnal amorous advances in a prison cell.”

The basic components are standard b-movie shit, but Fanaka loads everything with personality. For example when Half Dead comes to menace his old enemy, Too Sweet is doing roller boogie on Venice Beach, dancing around with a bunch of weirdos such as a dude in a safari hat holding an umbrella, never noticing Half Dead standing behind him, glowering. And there’s a scene at a disco with a dancing mime. And a subplot about Tony Cox (credited as Joe Anthony Cox) gambling during the fights to raise money to pay a female convict for sex. He’s in his early twenties and I think it’s the most dialogue I’ve seen him get outside of BAD SANTA. There are multiple scenes with boxing commentators where the girls in the crowd behind them are waving and making faces at the camera and your eye stays on them the whole time. And there’s a random dude (Fred Walker Derf) playing saxophone in the audience, along with a guy playing congas (Daoude Woods). And in a hospital scene someone keeps paging a “Dr. Benway” over the intercom, which could be a coincidence, but I suspect Fanaka is referencing the William S. Burroughs character.

Half Dead is now played by Ernie Hudson (THE HUMAN TORNADO, CONGO, THE SUBSTITUTE) with maniacal, at times mega villainy. It’s funny to think he was playing a monster like this just two years before GHOSTBUSTERS. He has two henchmen named Simp (Marvin Jones, PETEY WHEATSTRAW) and Do Dirty (Cepheus Jaxon, apparently played a character named Poindexter in the first one) and a girlfriend named Sugar (Ebony Wright, also in PETEY WHEATSTRAW) with a bunch of wigs hanging on the wall of her tiny apartment. Half Dead and Sugar lay around watching Too Sweet box on TV and she doesn’t get why her boyfriend is so obsessed with this guy and thinks he’s crazy to mess with him. She gets mad and pulls a razor on him and he angrily smears potato salad on her face, but then they start making out and licking it up. That’s the kind of couple they are.

Too Sweet’s sister loves him fiercely and always calls him “Brother” as if it’s his name. She worries that he’s “emotionally constipated” because he’s been distant since they buried their parents. In a macho-but-tearful monologue he refuses to talk about it while expositing for the audience that their parents were killed by a drunk driver and that he was in the war before he was in prison for a crime he didn’t commit. I may have forgotten something but I believe those first two points are new backstory information to this installment.

An old girlfriend named Clarisse (Eugenia Wright, PIGS VS. FREAKS) must’ve heard he was out, and finds him roller-dancing at the beach at the exact time Half Dead does. Too Sweet’s sister is out of town so they make out by the pool and inside and then it’s revealed that Clarisse is a virgin, she’s been saving herself for Too Sweet. You might think that’s just for the time he’s been in prison, but at the beginning of part I it didn’t seem like he had a sweetheart in his life, because he was traveling the desert sleeping in a tent next to the highway. Did this poor girl wait through a tour of duty AND a prison bid for him? And after the war he didn’t go back to her, he was hooking up with random drivers, and then he got out of prison and still didn’t contact her, but she’s still in love with him? Damn.

It gets way more tragic and upsetting than that, though. She requests “a couple of hygienic minutes” before making love and while he’s waiting for her he doesn’t know that Half Dead is in the bathroom raping and killing her. Fanaka and cinematographer Steve Posey (BLOODY BIRTHDAY, SLUMBER PARTY MASSACRE) shoot it mostly through implication, not graphically, but it’s all the more disturbing for the closeups on Half Dead’s grunting face.

Like part I, my favorite scene of II is a long close-quarters Too Sweet vs. Half Dead fight, even though the latter is a different actor now. The bastard comes out of the bathroom, his face looking demonic, steam from the shower lit behind him like a supernatural fog. They bash and throw and choke each other and it’s so much sweat and drool and veins popping out. As much as it’s not real fighting it looks really uncomfortable the way they’re pushing each other’s faces and squeezing each other’s necks and shit. Outstanding performances as angry grunting scrappers.

Clarisse’s death somehow inspires Too Sweet to give in and box. Before he (and the first movie) seemed to see it as a type of oppression. The white government made him a killer in ‘Nam, white supremacists made him defend himself in a bar, the white system blamed him for a death, the white warden made him fight other black men as entertainment, as a business, as his only possible means of achieving freedom. When he got out he wanted no part of it. But now in another cry-macho speech he tells his sister that “I’m gonna do it for Clarisse. I’m gonna be champion of the world.” He must excel at boxing to show young people about respect and the “insanity” of the world or something like that. I didn’t entirely follow.

One thing I haven’t mentioned about this movie that is more important than anything else is that Mr. T is in it. Credited with quotation marks around the T. Although this came out about two months before his breakthrough role in ROCKY III, that was filmed first. According to Fanaka on an old commentary track, Stallone recommended T to him, and then T wrote him a nice letter, so he wrote him into the script. And could there be a more perfect person for the PENITENTIARY series? A badass boxer, a proud black man, also an individualist and a weirdo with a unique look, a shameless combination of corny and awesome, mean and sweet.

We see him sparring at the gym, talking a little trash to Too Sweet, and beating up a guy who says “I’m your sparring partner, not your sparring enemy!” and pulls a razor on him. I assumed T was playing some Clubber-Lang-style bad guy character who Too Sweet would be fighting, but then Sam promises Too Sweet “I’ll give you the very best teacher. Mr. T.” He’s playing himself! Later a headline says he’s being trained by “ex-champ Mr. T.” I’m not sure if he was a champ of boxing because it could be gymnastics, since he coached that team in his cartoon.

Too Sweet’s mentor from prison, old Seldom Seems, shows up to help with the training too. Like Half Dead, he has been recast, now played by Malik Carter (Pinky from BLACK BELT JONES) with a bushy grey beard and constantly sweaty forehead.

The boxing portion of the movie is a little simpler than you might expect, and there’s not a huge amount of training montage (I guess ROCKY III sort of invented the idea of overdoing those). There is a good part where Too Sweet and T jog around a lake while Sam and Seldom Seems follow on motorcycles. And T casually introduces legendary champ Archie Moore to give a few tips. Overall the movie has way more production value than its predecessor, but the boxing matches sort of show all their cards. He goes back to that same small room at the prison for a rematch with Jesse “The Bull” Amos (Donovan Womack, SECRET AGENT 00 SOUL), who is never developed as a character outside of the ring and I don’t remember him enough from the first movie to remember if I don’t like him. Too Sweet loses but lasts so long he impresses everybody (like the end of ROCKY) and kickstarts an impressive professional boxing career… which we see entirely in a couple of newspaper headlines before he earns a right to a title match, also against Jesse “The Bull,” who he insists on fighting “on his own turf,” i.e. back in that same small room yet again.

(I’m not clear why legitimate professional boxing seems to be the same thing as illegal prison boxing.)

Mr. T playing himself is not as much of a character as Clubber Lang, but he gets to be a weirdo: bringing a smoking genie lamp to the ring for some reason, smoking a hookah in the park with women in gold lamé. Also Half Dead attacks him in the locker room, and they have a pretty involved fight intercut with the main event. And Half Dead is wearing a rainbow afro wig.

I guess you’re not supposed to call people crazy anymore, but I think of Fanaka as crazy in a complimentary way. Having now seen four of the six features he made, I think it’s fair to say that he had strong pulp/exploitation instincts and also a bit of a rebellious/artistic/experimental streak, and those two sides tended to collide in unpredictable ways. Like a Lee Daniels that Cannon Films would hire. His hero is classically, gloriously masculine, even explicitly refuses to discuss his feelings. Yet he cries at all his most macho moments, and is haunted by a guy who may or may not still want to rape him. And Fanaka brings back Wilbur “Hi Fi” White as crossdresser Sweet Pea, a character he’s very fond of. And there is a gritty, sweaty, aggressive sleaziness to this thing that can’t be denied, but also a bunch of disco and rollerskates and characters with fun names like Too Sweet, Seldom Seems, Do Dirty, etc. There’s a yin and yang going on with these movies that appeals to me, and both sides are amplified for part II.

This has been out on DVD for years, but as of today it has a nice remastered Blu-Ray/DVD combo-pack release from Vinegar Syndrome. Part III, which has a reputation for being completely insane, is still only on VHS, but I vow to watch and review it soon.

P.S. SPOILER I was delighted that I didn’t know to expect a cameo by Dolemite in a bathrobe yelling at them from a fire escape before realizing that it’s Too Sweet and doing some rhymes about how great he is. This was basically the last movie of Rudy Ray Moore’s original run. It came three years after DISCO GODFATHER and then he was out of the limelight for 12 years until Snoop Dogg put him in the “Doggy Dogg World” video.