Will Arnett, Dax Shepard, and Chi McBride head to the slammer in their latest comedy

Anytime you set a comedy inside a prison, you're asking for a few laughs. Well, that's exactly what Bob Odenkirk did in his latest flick, Let's Go to Prison.

The film stars Will Arnett as the son of a judge who gets mistakenly thrown in jail; that's where he meets the guy who put him there, Dax Shepard. Dax has made 'Cell Block D' his second home, and wants nothing more than to make Will's life a living hell. Fortunately, or unfortunately for Will, he's got Chi McBride to protect him. And that's where the fun begins. Chi plays a character named Barry, who is the head of the black G Lords. "Bad mother f*ckers," explains Chi. "But I'm actually in the prison and I'm a tough guy, and I'm a head of a gang, and I'm also looking for love, and I think I've found it with Will Arnett's character. So it's a dark, subversive comedy, and I think you're really going to love it.

Getting a word in edge wise while talking to Will and Dax together was nearly impossible - they were goofing around, and probably having as much fun now as they did on the set. As they sat down, Will started speaking French; Dax couldn't help but be intrigued. "Oh my gosh, I'm getting intoxicated right now; would it make anyone uncomfortable if I removed my slacks while he talks?"

And Dax continued letting us know what the atmosphere was like on set. "Just annoying everyone in sight; we went through five crews where like Michael Mann's of comedy."

As far as improvising, Will says there was some. "Yeah, we did a fair bit of improvising; we don't want to take away from the writers." And Dax jumped in with, "If you like this movie, it's largely due to our improv, and if you hate it those writers need to be fired. But yeah, we got to fool around - not a tremendous amount. One of the producers, Marc Abraham insisted we stay pretty close to the script, so we did."

For Chi, there wasn't much adlibbing in his character. "It was pretty much all on the page; I mean, it just was. There were a couple things that we ad-libbed, but it was mostly on the page. Bob Odenkirk's a funny guy and we had some very funny people involved, and it just didn't need that much. And I think that why this movie worked for me is I always felt like the realer we played it, the funnier that it would be. It's when you try to play jokes and make it funny that it never works, and everybody's sitting in the theater with their face looking like they're taking their picture for their driver's license. And I think that that's what makes it work - and this was no exception."

Both Will and Dax gave us a little insight into an improv gave called 'buttoning it up.' "It was to see who could add one more button at the end of a scene," Dax said. "So Bob kept rolling, and that's what we got," added Will.

And so Dax started it off with, "And that's why she never came by."

Will: "Yeah ever."

Dax: "Because she got lost."

Will: "That was her."

Dax: "Better know as."

And Will explained it as, "You do a scene and sometimes you don't know the other guy's going to button it up and you yell cut and its like 'G-d damn, I didn't know you brought an extra pocket full of buttons.'" Dax finished with, "Yeah, they were blowing buttons out on sale on the ride into work and you've got a whole satchel of them."

As Chi explained earlier, Will got became his love interest; luckily for Will, he didn't have to do too much research. "Chi has built in that he's a very large gentleman, and he is a big physical presence and it did not make it difficult to be physically threatened by his presence. But he's really fun, and he's such a funny guy; he wasn't used, prior to this, enough in a comedic way and he's a really funny actor. We had so much fun being in this love story with this huge dude."

And Chi really felt the same way about Will. "Look at me, man. Who wouldn't come around? Come on, of course he submits!"

Will, Chi, and Bob are working together on their next film as well, Brothers Solomon. "More of the same," Chi says. "And the character I play in that is a very acerbic and cynical and quick-witted guy, and I really loved playing that character. So those are the things that really attract me to comedies."

Let's Go to Prison is actually based on a real book by Jim Hogshire called You Are Going To Prison. Will says, "It was written as a handbook for people who knew incarceration was imminent. Basically how to survive, how to make your path the easiest." And Dax continued, "It takes you through getting arrested to going to court to how you should behave in court, what kind of lawyers you get when you get to prison, what you should do while you're in prison, how to make different things."

Aside from the comedy, Chi is very passionate about getting another story out to the public - the story of the 1920's boxer, Jack Johnson. "Jack Johnson is probably the most controversial and multifaceted black man that this country has ever seen; he was the precursor to Muhammad Ali. And he was Muhammad Ali in the 1920s, which seems unbelievable that a guy, a black man, especially a dark skinned black man in 1918, is driving through the South at 80 miles an hour, and gets stopped by a cop, and says, 'Well, you might as well give me two tickets, because I'm going to be going this fast on the way back.' You know what I mean? A guy to have those kind of stones in those days? When people were just hanging people from trees just for being black, so a character like that, yeah, I'm dying to play that. And I don't know that anybody can touch what James Earl did in The Great White Hope, but that movie hasn't been seen in a long time, that story hasn't been told. And when Ken Burns did his piece on Jack Johnson, it made me want to play that role."

You definitely get to see a different side of Chi in Let's Go to Prison. Check him, Will, and Dax out in the flick when it opens in theaters November 17th; it's rated R.