Raymond Lembecke is a con just out of prison after serving time for selling drugs for his mob boss Tony Vago. (Lembecke was innocent and took the rap for Vago.) Lembecke thinks Vago owes him big time so, when his former boss gets him a measly job in a warehouse, he decides on revenge and plans to steal a million dollars worth of drugs from him.
Kiefer Sutherland plays Denver Bayliss, a condemned murderer who has killed three people, including a prison guard. He was brought into the system as a juvenile delinquent and never got out. Now he is awaiting execution. Forest Whitaker stars as Fred Whitmore, a death row prison guard who runs into trouble when he refuses to take part in the brutally abusive tactics of the guards. However, something about Denver haunts Fred Whitmore, and the two men form an unexpected friendship that transforms their lives.
Self-made millionaire Thornton Melon decides to get a better education and enrolls at his son Jason's college. While Jason tries to fit in with his fellow students, Thornton struggles to gain his son's respect, giving way to hilarious antics.