It has been almost five years since Mickey (Louis Crugnali) has seen the inside of a jail cell, but he continues to struggle to pick up the pieces of his shattered life. Trapped in the prison of his own mind and within the walls of a small town, he is constantly reminded of the past, unable to escape his role in the death of a friend. Nearing the completion of his court imposed community service, he curiously meets Sam Freeman (Joe Morton), a convicted killer serving out a life sentence. Sam, who contracted the AIDS virus from drug use, has become too sick to stay in general prison circulation and is transferred to spend the rest of his sentence in the state hospital. A changed and dying man, Sam sees an opportunity to help Mickey confront his tormenting demons and realize his ability to bury the halting burdens of his past. Mickey in turn discovers a link to Sam's distorted past and bestows an invaluable and unexpected gift to his newfound friend on the brink of his death.