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
Cara Buono
as Esther Lesser
Ellen Greene
as Elizabeth Wyatt
Robert John Burke
as R.G. Greiser
Lili Taylor
as Woman in Speakeasy
Seth Romatelli
as Teenaged Carl Panzram
Richard Riehle
as Warden Quince
Harold Gould
as Old Henry Lesser
John Bedford Lloyd
as Dr. Karl Menninger
Jeffrey DeMunn
as Sam Lesser
Steve Forrest
as Warden Charles Casey