Denver Bayliss (Kiefer Sutherland) is a cold-blooded killer who has been sentenced to death and is awaiting execution. Fred Whitmore (Forest Whitaker) is the haunted prison guard who befriends him: two men forced to live with the violence and degradation of death row. This is the story of one man who chooses to defy it until death and the shattering effect that struggle has on everyone close to him: the stone-hearted cell-block lieutenant (Clancy Brown) Denver's estranged sister (Amanda Plummer) and his ex-attorney (Kathleen Quinlan).