Although it's framed as a contemporary retelling of Little Red Riding Hood -- replete with a trip to grandma's house, a villain named Wolverton, and an opening-credit montage of fairy tale drawings -- Freeway is actually a smart, trashy, and hilarious pastiche of the road movie, the women-in-prison flick, and The Jerry Springer Show. The directorial debut of Shrunken Heads and Guncrazy scribe Matthew Bright, the film piles up all manner of B-movie subject matter and then unleashes a future A-list actress on it. Budding star Reese Witherspoon displays her fierce intelligence in the film's very first scene as her uneducated but independent character struggles to read a simple sentence from the blackboard of her remedial English classroom. As the meaning of the words she's sounding out begins to dawn on Vanessa, Witherspoon's malleable pixie face registers confusion, then shock, then joy, then finally frustration as she realizes there's one more word to figure out. All of this takes about three seconds, but the actress then proceeds to enliven the next 100 or so minutes with the same mixture of nascent intelligence, stubborn pride, and sudden joy. Of course, the joys are short-lived in a film that finds Witherspoon's character diddled with by her stepfather, abandoned by her junkie whore of a mother, almost murdered and defiled by a psychopath, and thrown into a vile, corrupt juvenile detention center. The genius of Freeway is that it manages to milk such material for thrills and laughs while at the same time elevating Vanessa from trailer-trash joke to complex, fully realized heroine. Along the way, the film also slyly critiques America's woefully ineffective correctional and family services infrastructure and paints a desperate picture of the urban underclass. The balance between such serious issues and all-out entertainment, however, skews forcefully toward the latter. After an arch but relatively realistic first act, Bright steers his material into John Waters territory; only Witherspoon's utter conviction compensates for such unevenness in tone. Of course, there are also a number of fine supporting turns from performers as diverse as Conchata Ferrell, Amanda Plummer, Dan Hedaya, and Wolfgang Bodison. Kiefer Sutherland makes a typically shrewd villain, while Clueless co-star Brittany Murphy invests her over-the-top reform school girl with equal amounts of sweetness and grotesquerie. Bright's sort-of sequel, Freeway 2: Confessions of a Trickbaby, would stray way too far into trash-for-its-own-sake excess, but the original Freeway stands up as perhaps the most subversive exploitation flick of the '90s.