Death row inmate Denver Bayliss (Kiefer Sutherland) and prison guard Fred Whitmore (Forest Whitaker) form an unlikely friendship as the prisoner awaits execution. Bayliss reconciles his crimes and impending death, and Whitmore struggles with an unfulfilling life and a traumatic past. As the condemned man's time draws near, he helps Whitmore come to terms with his troubled life, while the guard guides Bayliss to find inner peace and forgiveness.