Back by Midnight
Encyclopedia
Back By Midnight is a 2002 comedy film starring Rodney Dangerfield
Rodney Dangerfield
Rodney Dangerfield , was an American comedian, and actor, known for the catchphrases "I don't get no respect!," "No respect, no respect at all... that's the story of my life" or "I get no respect, I tell ya" and his monologues on that theme...

, Phil LaMarr
Phil LaMarr
Phillip "Phil" LaMarr is an American actor, comedian and voice actor. One of the original cast members on the sketch comedy series MADtv, he is also known for his small, but memorable role as Marvin in Pulp Fiction...

, Harland Williams
Harland Williams
Harland Williams is a Canadian actor, comedian, author, artist, musician and radio personality.-Personal life:Harland Reesor Williams was born on November 14, 1962, in Toronto, Ontario, to Lorraine , a social worker, and John Reesor Williams, who worked as a member of the Ontario Provincial...

, Randy Quaid
Randy Quaid
Randall Rudy "Randy" Quaid is an American actor perhaps best known for his role as Cousin Eddie in the National Lampoon's Vacation movies, as well as his numerous supporting roles in films, including his Oscar nominated performance in The Last Detail, Independence Day, Kingpin and Brokeback Mountain...

, Gilbert Gottfried
Gilbert Gottfried
Gilbert Gottfried is an American actor, voice actor and stand-up comedian, best known for his trademark comedic persona of speaking in a loud, grating tone of voice. He has played numerous roles in film and television, perhaps most notably voicing the parrot Iago in Disney's Aladdin , and...

, and Kirstie Alley
Kirstie Alley
Kirstie Louise Alley is an American actress known for her role in the TV show Cheers, in which she played Rebecca Howe from 1987–1993, winning an Emmy Award and a Golden Globe Award as the Outstanding Lead Actress in a Comedy Series in 1991...

. However, it was not released until 2005. It also features cameo appearances by Dangerfield's real-life friends, Ron Jeremy
Ron Jeremy
Ronald Jeremy Hyatt , usually called Ron Jeremy, is an American pornographic actor. Nicknamed "The Hedgehog", he was ranked by AVN at number one in their "The 50 Top Porn Stars of All Time" list...

 and Michael Bolton
Michael Bolton
Michael Bolton is an American singer and songwriter. Bolton originally performed in the hard rock and heavy metal genres from the mid 1970s to the mid 1980s, both on his early solo albums and those recorded as the frontman of the band Blackjack...

, as well as Louie Anderson
Louie Anderson
Louie Perry Anderson is an American stand-up comedian. Anderson created the cartoon series Life with Louie, has written three books, and was the initial host of the second revival of the game show Family Feud, from 1999 to 2002....

.

Harland Williams
Harland Williams
Harland Williams is a Canadian actor, comedian, author, artist, musician and radio personality.-Personal life:Harland Reesor Williams was born on November 14, 1962, in Toronto, Ontario, to Lorraine , a social worker, and John Reesor Williams, who worked as a member of the Ontario Provincial...

 as Sheriff Jack Hubbard

Gilbert Gottfried
Gilbert Gottfried
Gilbert Gottfried is an American actor, voice actor and stand-up comedian, best known for his trademark comedic persona of speaking in a loud, grating tone of voice. He has played numerous roles in film and television, perhaps most notably voicing the parrot Iago in Disney's Aladdin , and...

 as Rockwood Security Guard

Yeardley Smith
Yeardley Smith
Yeardley Smith is a French-born American actress, voice actress, writer and painter. She is best known for her long-running role as Lisa Simpson on the animated television series The Simpsons....

 as Veronica

Ed Begley Jr. as Robert Wade

Marty Belafsky
Marty Belafsky
Marty Belafsky is an American actor/comedian born in Los Angeles, California. He began acting professionally at age 13 and was soon cast as Louis Plumb on the short-lived NBC series Hull High. Shortly thereafter, Marty landed the role of Crutchy in the Disney musical film, Newsies...

 as prisoner "Jerk-Off"

Joe Nipote as prisoner "Ears"

Phil LaMarr
Phil LaMarr
Phillip "Phil" LaMarr is an American actor, comedian and voice actor. One of the original cast members on the sketch comedy series MADtv, he is also known for his small, but memorable role as Marvin in Pulp Fiction...

 as prisoner "Mile-Away"

Paul Rodriguez
Paul Rodríguez
Paul Rodriguez is a Mexican-American stand-up comedian and actor.-Personal life:Rodriguez was born in Culiacán, Sinaloa, México to Mexican agriculture ranchers.. His family migrated to East Los Angeles, where he enlisted in the military; he was stationed in Iceland and Duluth, Minnesota...

 as prisoner "Next-Week"

Tony Cox
Tony Cox
Joseph Anthony "Tony" Cox is an American dwarf and actor known for his comedic performances in Bad Santa, Me, Myself and Irene, Date Movie and Disaster Movie. He is also known for his work in George Lucas's Willow and as an Ewok in Star Wars Episode VI: Return of the Jedi. In the two spin-off...

 as prison guard Smitty

Nell Carter
Nell Carter
Nell Carter was an American singer, and film, stage, and television actress. She won a Tony Award for her performance in the Broadway musical Ain't Misbehavin, as well as an Emmy Award for her reprisal of the role on television...

 as a waitress

Kevin West as Lance - department store clerk

Plot

Dangerfield plays Jake Puloski, a comedic and friendly prison warden who runs a privately owned prison for white collar criminals and less serious offenders. The trouble starts when Jake's plans for renovating his rundown prison are ruined by his superior, Eli Rockwood (Randy Quaid
Randy Quaid
Randall Rudy "Randy" Quaid is an American actor perhaps best known for his role as Cousin Eddie in the National Lampoon's Vacation movies, as well as his numerous supporting roles in films, including his Oscar nominated performance in The Last Detail, Independence Day, Kingpin and Brokeback Mountain...

) a greedy businessman who inherited the prison from his deceased parents, who rejects his budget request. Rockwood also informs Puloski that his contract as prison warden will not be renewed, which means that Puloski will be forced to retire in two months. This comes at the same time that Rockwood is in the midst of selling his company to the very wealthy Gloria Beaumont (Kirstie Alley
Kirstie Alley
Kirstie Louise Alley is an American actress known for her role in the TV show Cheers, in which she played Rebecca Howe from 1987–1993, winning an Emmy Award and a Golden Globe Award as the Outstanding Lead Actress in a Comedy Series in 1991...

). Without the funds for a proper remodeling, Puloski decides to approach the problem by allowing a group of prisoners, Mile-Away(Phill LaMarr), Next-Week(Paul Rodriguez
Paul Rodríguez
Paul Rodriguez is a Mexican-American stand-up comedian and actor.-Personal life:Rodriguez was born in Culiacán, Sinaloa, México to Mexican agriculture ranchers.. His family migrated to East Los Angeles, where he enlisted in the military; he was stationed in Iceland and Duluth, Minnesota...

), Jerk-Off (Marty Belafsky
Marty Belafsky
Marty Belafsky is an American actor/comedian born in Los Angeles, California. He began acting professionally at age 13 and was soon cast as Louis Plumb on the short-lived NBC series Hull High. Shortly thereafter, Marty landed the role of Crutchy in the Disney musical film, Newsies...

), and Ears(Joe Nipote), to leave the prison to burgle a sporting goods store owned by Rockwood (on the condition that they are "back by midnight" before the guard Smitty(Tony Cox
Tony Cox
Joseph Anthony "Tony" Cox is an American dwarf and actor known for his comedic performances in Bad Santa, Me, Myself and Irene, Date Movie and Disaster Movie. He is also known for his work in George Lucas's Willow and as an Ewok in Star Wars Episode VI: Return of the Jedi. In the two spin-off...

) makes his rounds).

The plan meets many unexepted surprised however, complicating Jake's plan, including excitable store clerk Lance(Kevin West) and a sadistic security guard (Gilbert Gottfried
Gilbert Gottfried
Gilbert Gottfried is an American actor, voice actor and stand-up comedian, best known for his trademark comedic persona of speaking in a loud, grating tone of voice. He has played numerous roles in film and television, perhaps most notably voicing the parrot Iago in Disney's Aladdin , and...

) with his vicious guard dog named Princess.

As Jake distracts Smitty, the four bungling prisoners break into the store, distract the store's guard dog Princess with the prison's guard dog who they had fed viagra to earlier that night, and make off with their stolen gym equipment but on the way back to the prison one of their truck tires go flat. As Ears and Jerk-Off look for a tire jack in farm house, Next-Week and Mile-Away try to fast talk their way past Sheriff Jack Hubbard(Harland Williams
Harland Williams
Harland Williams is a Canadian actor, comedian, author, artist, musician and radio personality.-Personal life:Harland Reesor Williams was born on November 14, 1962, in Toronto, Ontario, to Lorraine , a social worker, and John Reesor Williams, who worked as a member of the Ontario Provincial...

)who it turns out is an old school chum of Mile-Away. Jerk-Off finds love with the farmer's sheep alerting farmer Baxter (Blake Clark
Blake Clark
Blake Clark is an American actor, voice artist, comedian, and veteran of the Vietnam War, having served as a Captain with the 101st Airborne Division....

)who comes out with a shotgun sending Jerk-Off and Ears running away with no tire jack. As Sheriff Jack Hubbard and Mile-Away reminisce, Next-Week changes the truck tire with the tire jack Sheriff Hubbard loaned them. After picking up Ears and Jerk-Off from the side of the road the four convicts head back to the prison.

The next morning the store security guard discovers that all the store's exercise equipment had been stolen, and his beloved dog Princess was "a slut". Sheriff Hubbard inspects the crime seen promising Rockwood that he would catch the culprits. The security guard informs them that one of the security cameras were still operational and they may have footage of the culprits however when they view it they find its only footage of the two guard dogs.

At the prison the convicts are ecstatic with their new equipment and Jake feels very proud of himself. His team of burglars tell Jake that they think they should get the other items the prison needs by robbing the other fifteen stores owned by Rockwood in the area, justifying it because Rockwood had been fidling with their budget in the first place. Jake agrees to the plan since he has only two months left of his contract anyway.

As Jake distracts Smitty at the strip clubs,Ears, Jerk-Off, Mile-Away, and Next-Week rob Rockwoods other stores of their cash to pay for the renovations to the prison. Rockwood meets with Mrs. Beaumont to discuss their merger, while Mrs. Beaumont's pet monkey makes quick work of destroying Rockwood's office.

Jake throws a Valentine's dance at the prison inviting the wives and girlfriends of the convicts. Where Next-Week introduces his girlfriend(Lisa Arturo) and her friend Veronica(Yeardly Smith) to his cousin Carlos(Jsu Garcia
Jsu Garcia
Jsu Garcia is an American film and television actor, and film producer. In his earlier years, he was credited under the name Nick Corri. Together with author John-Roger, he runs the production company Scott J-R Productions....

). Veronica figures out that the convicts stole money from Rockwood to afford all the changes to the prison and Carlos has to kiss her to keep her quiet. Inside the dance a riot breaks out due to another inmate stealing Jerk-Off's inflatable date, resulting in a scuffle (with some brief female nudity), and a fistfight between the inmates.

At the police station Sheriff Hubbard discovers that a shoe left by Jerk-Off at the farm belongs to a prisoner uniform at Rockwood's prison. He goes to investigate visiting Mile-Away and after a hilarous scene of interrogation Sheriff Hubbard leaves. Mile-Away warns Jake and Jake tells him to spread the word that there will be no more burglary jobs. Rockwood, however, has other plans. Along with Sheriff Hubbard he creates a trap for the burglars in the form of a big weekend sale. The convicts read about the sale and decide to pull one last job to have some cash for themselves once they re-enter society. But Carlos demands to be a part of the job because he had to kiss Veronica to keep her quiet about the jobs, leaving Jerk-Off out of the job.

At the store Ears drills into the safe but Next-Week mistakenly leaves his cousin Carlos to roam. Carlos breaks into jewelry cases trying to take them but trips the alarm. Upon opening the safe they find the safe is empty, the run outside and are caught by Sheriff Hubbard and the rest of the police department. Mile-Away escapes in the van to warn Jake. Mile-Away admits that they pulled one last job and Jake admits that Rockwood was firing him.

Jerk-Off and Mile-Away enter the sheriff's department disguised as guards and manage to free Ears, Carlos, and Next-Week escaping in the prison van, and entering a high speed chase with Mile-Away riding with Sheriff Hubbard chasing the other burglars.

Jake shows up at Rockwood's house trying to confess to the masterminding the burglaries but Sheriff Hubbard calls Rockwood from the road hot on the burglars trail. Rockwood decides to chase down the burglars himself. Rockwood grabs a gun and has Jake ride with him, who are joined by Mrs. Beaumont who has an odd attraction to criminals and high speed chases.

The chase ends at the prison where Ears, Jerk-Off, Next-Week, and Carlos zoom through the game pretending to be prison laundry returning. Rockwood follows them in and notices the changes to the prison and realizes Jake masterminded the robberies. Rockwood says he will turn Jake in until Mrs. Beaumont comes into the prison and tells Rockwood how much she loves how well he treats the prisoners. Mrs. Beaumont says after seeing how he runs his prisons she definetely wants to merge her company with his and have Jake oversee all the prisons. Jake agrees and tells his gang that they need to stop the robberies permanently.

A year later Jake narrates saying he retired and finally took the fishing trip he and Smitty had always talked about. Carlos and Next-Week were released first and were greeted by their women Veronica and Next-Week's girlfriend. Ears was released and led a decent life until he cheated on a game show using his super hearing and won a million dollars. Jerk-Off was married to his inflatable girlfriend and started a family, they had an inflatable baby boy. Mile-Away became Sheriff Hubbard's deputy and became a great crime fighting duo "when they weren't chasing criminals they were chasing each other."
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