IT'S A NICE PRISON ... UNTIL BAD THINGS HAPPEN.

Byline: Bob Strauss Film Critic

INMATES at an overcrowded Brazilian prison create a fascinating society for themselves in ``Carandiru.'' That's the major strength of this latest film from Hector Babenco, an Argentina-born director with a long-standing interest in his northern neighbor's penal system (``Pixote,'' ``Kiss of the Spider-Woman'').

This time, Babenco delves more convincingly than ever into the everyday life of the institution and the lives of its prisoners. This is partially due to a strange kind of serendipity. Drauzio Varella, the author of the best-selling book ``Carandiru Station,'' on which the film is based, is Babenco's personal physician. The book recounts Varella's observations from the decade, starting in the late 1980s, when he was a volunteer doctor at Sao Paulo's vast central prison. The story climaxes in 1992, when the police responded to a riot with a massacre that left 111 inmates dead. Carandiru was shut down and imploded a few years ago, shortly after Babenco shot some of his film there.

Trusted by many of the prisoners as he treated them with the compassion he would any other patients, Varella heard many a personal history, which the book records. But the one thing apparently missing from the story, and certainly from the movie that's resulted, is any kind of personal detail about the good doctor himself.

Played by Luis Carlos Vasconcelos, the movie's unnamed physician listens intently, smiles tolerantly and dispenses as much advice as he can. But Varella did not want to let any of his subjective feelings interfere with the profiles he wrote. Fair enough, but it leaves an empty, distracting question mark at the center of an otherwise finely fleshed-out movie.

Many of the prisoners, too numerous to give all their due here, have sad, stupid and sometimes shocking tales to tell of how they wound up in Carandiru and how long stretches in the pen have changed them. For every oddball if heartfelt romance, such as between the transsexual Lady Di (local matinee idol Rodrigo Santoro) and the puny, philosophical No Way (Gero Camilo), there's a horrific incidence of childhood friends like Zico (Wagner Moura) and Deusdete (Caio Blat) falling out.

Yet for all of its squalor, drug addiction, spreading AIDS epidemic and occasional revenge murder, ``Carandiru'' makes its strongest impression as a study of an inhuman facility that, for the most part, strives to make life tolerable. Inmates more or less govern themselves - and with a code of behavior that many U.S. prisons could take a lesson from. Convicts decorate their cells, many appear to have their own TVs, visiting days are festive occasions, and there are elaborate sporting and entertainment events. The warden is even a nice guy.

Of course, all this humanism proves for naught once the riot squad moves in. It's hard to tell just what the prisoners were rioting over - in a smart move, Babenco checks off the numerous rumors and viewpoints as to how and why the conflict started. But the outside cops' glee in wiping out the perceived scum - which is filmed with beautiful and ghastly cinematic precision by Babenco and Brazil's top cinematographer, Walter Carvalho - proves just how rare and dignity-conscious an endeavor ``Carandiru'' is.

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

CARANDIRU - Three stars

(R: violence, drug use, sex, nudity, language)

Starring: Luiz Carlos Vasconcelos, Milton Goncalves, Milhem Cortaz, Caio Blat, Wagner Moura, Ailton Graca, Rodrigo Santoro, Gero Camilo.

Director: Hector Babenco.

Running time: 2 hr. 25 min.

Playing: Laemmle Town Center 5, Encino; Laemmle Playhouse 7, Pasadena; Laemmle Sunset 5, West Hollywood; Laemmle Monica, Santa Monica; Edwards University 6, Irvine.

In a nutshell: Vast yet intimate look at the culture of a notorious Brazilian prison boasts vivid characters and a startlingly brutal climax.

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Lady Di (Rodrigo Santoro) and No Way (Gero Camilo) pledge their love in the Sao Paulo prison of ``Carandiru.''