Midway through "Escape Plan," the agreeably cheesy new thriller that stars both Arnold Schwarzenegger and Sylvester Stallone, I found myself cackling as I imagined Arnold sitting in his agent's office, asking them to find him a project where he could do a whooooooooole lot of acting.

"I know you've found me a few starring roles since I made my comeback, and I did that 'Expendables' gig, but what I really want is a role where I get to do a lot of voices and improv comedy and I'm a mastermind who is constantly playing characters. Like I said. Lots and lots of acting."

I'm not sure I'd necessarily call all of that acting good, but it sure is fun to watch Arnold throw this much effort at anything. I'm not sure I believed he still had it in him, but he looks like he's having a blast here as Rottmayer, a convict who is locked away in The Tomb, the highest of high security prisons. He doesn't show up until about a third of the way into the film, but once he does, he can barely stop smiling.

"Escape Plan," directed by Mikael Hafstrom, is the exact kind of B-movie that was the bread and butter for both stars in the '80s, and the script by Miles Chapman and Jason Keller feels like it could have been sitting on a shelf all this time, just waiting for its moment. The film opens with Stallone making an escape from a prison with some help from Hush (50 Cent) and Abigail (Amy Ryan), and he is revealed as Ray Breslin, a prison security specialist who is hired to test prisons from the inside. He's got a perfect track record, which makes it seem perfectly logical when he and his team are approached by a CIA agent (Caitriona Balfe).

The set-up is irresistible to Ray. There's a place that's been established for all those prisoners who are too politically difficult to keep anywhere else, and more than any other prison Ray has ever tested, this one has to be impossible to escape for reasons of national security. Once Ray gets inside, though, following a particularly rough capture, he quickly realizes that this one is different. He's not going to be able to simply use an evacuation code. Nobody knows where he is. And his support team is completely cut off. If he's going to get out, he's going to have to start from scratch with only the resources he has inside the prison.

A movie like this is only as good as its bad guys, and Jim Caviezel tries to chew some scenery as Hobbes, the slightly crazy warden of The Tomb while Vinnie Jones plays the obligatory angry sadistic guard. I don't think they completely work as villains, and it's because there's so little motivation to what they're doing. They're just bad for the sake of being bad, and the film can't quite commit to either being outrageous or being serious, and much of what passes as character writing in the movie feels perfunctory. It's a shame, too, because there are some things about the film that make me want to like it.

The basic set-up, a guy who specializes in prison breaks getting himself locked into a prison even he can't escape, is a solid one. And the way the buddy movie dynamic between Arnold and Sly evolves is engaging enough. I like the casting of Amy Ryan as Sly's partner on the outside. But for everything I like about the film, there are plenty of other ways it feels like a misfire. I wish The Tomb itself was more clever, more sci-fi. For all the talk of how high-tech it is, it feels more like a bottling plant than a high-security super prison. Because I've visited the facility where they shot the film, which was also used for "G.I. Joe: Retaliation," I found myself looking at how they used the space they had to create a much more vertical than normal practical set. There are a few very clever beats, but several other scenes that just fall flat.

Stallone's acting style, over time, has developed into a sense of reserve so profound that he almost doesn't seem like he's awake sometimes. Schwarzenegger has seemed rusty since his big comeback, but he's looser here. I feel like he can mangle a joke completely, even if he gets every word of it right, but every now and then, he totally crushes a punchline, and he gets a few of each in the film. Hafstrom is one of those guys who I think does solid work, but that doesn't mean he's able to put it all together in his movies. "Evil" and "1408" are my favorites of his movies, but I'm afraid "Escape Plan" is more like a "Derailed" or "The Rite," genre fare that just lands flat.

Brendan Galvin's photography is handsome and certainly helps sell the reality of The Tomb, and Alex Heffes contributes an urgent score. "Escape Plan" may finally unite Schwarzenegger and Stallone in co-starring roles, but it hardly seems like this is the story that makes the wait worthwhile.

"Escape Plan" opens in theaters everywhere tomorrow.