The film is about a prisoner awaiting execution. Denver Bayliss (Kiefer Sutherland) gains an unlikely friend and confidant in Fred Whitmore (Forest Whitaker), a former cop who is now a prison guard. Whitmore's life is a mess, however: he shuts out his wife and cannot relate to his son. As Bayliss' execution draws nearer, Whitmore clashes more and more with Lt. McMannis (Clancy Brown), his supervisor, over Bayliss' treatment. Bayliss gives Whitmore a new understanding of life by helping him come to terms with a traumatic past, and Whitmore helps Bayliss to make his peace with himself and the world.