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Charlotte Cory (Connie Nielsen) is a young woman convict on Death Row who has built up a friendship with Frank Nitzche (Aidan Quinn) through mail correspondence, whilst her attorney (Kelly Preston) desperately tries to appeal the verdict before Charlotte’s time runs out. With only days to spare Frank realizes that he has fallen in love with Charlotte and discovers that there is much more to the tragic circumstances of her imprisonment than he first thought - her life is now in his hands. Frank races to solve the puzzle that will reveal the truth, and tell the secrets that both he and Charlotte have been concealing, before it’s too late.

The psychiatric intern Clark Stevens (Joshua Leonanrd) comes to Cunningham Hall, a mental healthy facility administrated by Dr. Franks (Lance Henriksen), for a training period before his graduation in medical college. He gets close to the resident Sara (Jordan Ladd) and to Ben London, a dangerous patient lodged in cell 44 in the basement of the clinic. Clark becomes intrigued with a boy, who seems to be a ghost, and finds that Dr. Franks does not use real medication in the patients. A further investigation shows hidden dark secrets in the clinic.