 Awaiting execution, Denver Bayliss gains an unlikely friend and confidant in Fred Whitmore, a former cop who is now a prison guard. Whitmore s life is a mess, however: he shuts out his wife and can t relate to his son. As Bayliss  execution draws nearer, Whitmore clashes more and more with Lt. McMannis, 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.