In 2015, two inmates broke out of Dannemora prison in upstate New York and were on the lam for the better part of a month. Prison breaks are always big news, of course, both because of their rarity and the increased risk of the escapees harming civilians. But what made this particularly story doubling interesting was that these two convicted murderers—Richard Matt and David Sweat—were aided by Tilly Mitchell, a married female prison worker, with whom they were both sexually involved.

This twisted true story acts as the basis for Showtime’s Escape at Dannemora, a 7-episode limited series from Brett Johnson and Michael Tolkin, co-written with Jerry Stahl and directed in full by Ben Stiller. It uses the arrest of Tilly Mitchell (Patricia Arquette) as a framing device around the planning and execution of the break-out by the two inmates, Matt (Benicio del Toro) and Sweat (Paul Dano).

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Though there are moments throughout Dannemora where Stiller shows off his talent for creating thrilling, tense sequences regarding the machinations leading up to the escape, the series is perhaps even more dynamic in its quiet character moments. It’s an acting showcase for the leads: del Toro is menacing, cunning, and seductive at Matt (and produces what may be a few meme-worthy line-readings), while Dano’s take on Sweat is furtive, cautious, and practical. Perhaps the true star, though, is Arquette, who gives Tilly Mitchell a pinched face and sour attitude through a bovine expression, the latter of which is matched masterfully by Eric Lange as Tilly’s sweet but clueless husband Lyle.

Stiller wraps all of this up in an atmospheric package, making the most of bleak upstate winters, the chaos of prison, and the claustrophobic confines of the tunnels and building pipes the men use to escape. Though there is some bloat to each episode’s runtime, the series’ visual language is extremely deliberate. It builds up Matt’s plotting alongside Sweat’s increasing desperation, giving time to the mechanical processes of their operation, while also never shying away from many explicit sexual encounters that are somehow surprisingly intimate.

There is a lot of intimacy in Dannemora of varying types, but perhaps most of all in how natural and casual the actors are in their environments. The production makes you care about the fates of its leads, while never letting them off the hook for being total dirtbags. But Dannemora is not in any hurry to reveal things about the past or future it doesn’t yet want viewers to focus on, which can be a little frustrating. Sometimes, though, it’s used to fantastic effect, like in a late episode that takes the time to explain the circumstances that brought Matt, Sweat, and Mitchell to Dannemora. Before that point, we almost want them to work things out—that episode reminds us why we shouldn’t.

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Much of Dannemora is shot like a heist film, which sets up tense expectations from even normal actions. The details of the crime and its eventual outcome fade away as we live in a constant, simmering tension that’s augmented by close-ups and character studies. We feel the fear and exhaustion and uncertainty in every turn, not because the music cues us to (the music, it should be noted, also simmers in the background unless Tilly is blasting a pop song for the workers in her prison department), but because the series has so carefully built up a compelling case for it through minimalistic but finely-crafted dialogue. In that, Dannemora’s script makes these people feel as real as they are, and spends time showing us their quirks and personalities in ways that make them sometimes relatable and other times totally bizarre.

There’s a rhythm to the show’s view of prison life that’s also interesting, particularly the relationship that Matt has with his CO, played by David Morse, for whom he paints artwork in exchange for small favors. Other plots are left feeling a little rutterless though, like Matt’s relationship with a young inmate who he seems to train up, as well as Bonnie Hunt’s fine but mostly flat portrayal as the New York State Inspector General, Catherine Leahy Scott, who headed up the formal investigation. Michael Imperioli also make a brief appearance as New York Governor Andrew Cuomo, but it never feels like more than a distraction from the main story.

Of all of the characters outside of the central love triangle, though, it is the slow-on-the-uptick Lyle who proves to be the most pivotal character. It’s his innate goodness that causes Tilly to make a key decision that alters all of the plans that were so carefully—and yet in many ways carelessly—crafted. Lyle isn’t directly involved in anything, and yet, simply by not being an extreme dirtbag, he manages to end up a quiet hero. Such is the strangeness of Dannemora, which is a blue-collar story that borders on the fantastical. Crucially, the series never makes light of its subjects and their foibles, and instead presents them just as they are: people caught up in a dream of something more who can’t escape their own demons.

Rating: ★★★★★

Escape at Dannemora premieres Sunday, November 18th on Showtime.

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