Carl Panzram is sent to Leavenworth Prison for burglary. While there, he is brutally beaten by a guard. Neophyte guard Henry Lesser feels sympathy for Panzram, befriends him, and gets him to write his life story. Lesser learns that Panzram's past is much more violent than he thought, but also that he's capable of being a much better person than the rest of the prison staff believes - or so Lesser thinks.

James Woods
as Carl Panzram

Robert Sean Leonard
as Henry Lesser

Ellen Greene
as Elizabeth Wyatt

Cara Buono
as Esther Lesser

Robert John Burke
as R.G. Greiser

Richard Riehle
as Warden Quince

Harold Gould
as Old Henry Lesser

John Bedford Lloyd
as Dr. Karl Menninger

Jeffrey DeMunn
as Sam Lesser

James Murtaugh
as Walter Bailey