The story starts at a trailer park in rural Tennessee, where two boys are seen sneaking away. Mark Sway (Renfro) is a streetwise 11-year-old and a habitual smoker. He is now about to teach his younger brother, Ricky (David Speck), how to smoke. They are in their woods by themselves when a black Cadillac suddenly parks at a short distance from their location. It belongs to W. Jerome "Romey" Clifford (Walter Olkewicz), a financially secure lawyer from New Orleans. Clifford was looking for a sufficiently isolated location to commit suicide. He thinks this one ought to do.
Mark realizes what is going on and tries to prevent it. A frustrated Clifford captures him and explains that this is pointless, as he is effectively a Dead Man Walking. It seems the lawyer has ties to organized crime and was currently involved in a high-profile case. His client Barry "The Blade" Muldano (Anthony LaPaglia) is accused of murdering Senator Boyd Boyette. But the corpse of the victim hasn't been found yet. There is one man other than Muldano who knows of its location, Clifford himself. Clifford narrates in detail the instructions for the location given to him. The problem is that prosecuting attorney "Reverend" Roy Foltrigg (Jones) has figured out Clifford knows and is pressing him hard for the information.
If Clifford keeps his mouth shut, he is going to be accused of withholding evidence and faces incarceration. If he does talk, Muldano is going to arrange for Clifford to be murdered. The lawyer has figured it is Better to Die than Be Killed. Not long after, Clifford blows his brains out. Ricky is traumatized, but Mark has faced such situations before. He immediately calls the police, who soon determine Clifford and the boy shared the car for a while. Mark has just inherited Clifford's problem. Everyone figures the lawyer had confessed to him the location of the missing corpse. Foltrigg places him in custody until he talks, Muldano places a price on his head.
Mark knows that in situations like this, you need a lawyer. Unfortunately for him, he can't afford any particularly established lawyer. Placing his trust in Reggie Love (Sarandon), an inexperienced lawyer with a history of substance abuse. Mark finds that a bit too reminiscent of his hated father to completely trust her.
This movie contains examples of:
- Abusive Parents: Mark explains his relationship with his hated father as such: "That's what all the drunks say, how they're gonna get sober and all. They even say they love you but they don't. And then they come home wasted and beat on you and your mother so bad that you gotta hit 'em in the face with a baseball bat!" ... "I went up there and told the judge myself about all the beatin's, about how he made us sleep in the street."
- The Alcoholic: Both the absent Mr. Sway and Reggie. At least she is in recovery.
- Amoral Attorney: Averted with Reggie Love, who is pretty lawful. Foltrigg and his crew are rather underhanded, however, doing their damnedest to strong-arm Mark and make him admit to what he knows, including Foltrigg bluntly asking Mark if he knows anything a split second after the judge explicitly told him to not do that. Implied with Gil Beale, who sits around in hospital waiting rooms and approaches people who look like they could accept his offer to sue whatever injured them.
- Ambulance Chaser: Gil Beale, the first lawyer that Mark tries to hire. He sits around in hospital waiting rooms looking for potential clients. And Mark is sent away by his secretary who says he only attends injury cases (though this is admittedly the correct thing to do - this is a lawyer who would be profoundly out of his depth/experience in such a case, even if he were completely well-intentioned).
- Angst Coma: Mark's brother spends most of the film catatonic (and sucking his thumb) from the horror of Clifford's attempted Murder-Suicide of Mark (and actual suicide).
- As the Good Book Says...: Roy Foltrigg is nicknamed the "Reverend" because of quoting the Bible at court and coming off as a preacher of sorts. The film hints that he's doing it for effect, not because of being particularly religious. He is not even much of a Biblical scholar: "Lying lips are an abomination to the Lord, so sayeth the Psalms". The Judge immediately corrects him: "That's Proverbs 12:22".
- Ate His Gun: W. Jerome "Romey" Clifford finishes his role on the tale by placing a snub-nosed revolver in his mouth and pulling the trigger.
- Belligerent Sexual Tension: Roy and Reggie seem to have this.
- Berserk Button: Mark has no love for drunks at all thanks to his abusive father, even those who are recovering and have done him absolutely no harm and didn't even demonstrated signs of being alcoholics until then (as he says it, he expects them to get drunk again and hurt him at any second). When Foltrigg drops the bomb that Reggie was an alcoholic at one moment in one of his attempts to make him testify, whatever trust Mark had in Reggie completely disappears and Reggie has to waste time rebuilding it.
- Better to Die than Be Killed: W. Jerome "Romey" Clifford blows his brains out rather than having to deal with Mafia (and Foltrigg's) strong-arming.
- Break-In Threat/The Villain Knows Where You Live: When Mark is cornered in the hospital elevator by a hitman who warns him not to talk to the FBI, he emphasizes his threat by showing him a picture of Mark, his brother, and his mother. Mark immediately realizes the man has been in his home, as there's nowhere else he could have gotten the picture.
- Cheerful Child: Averted. Mark is grouchy at best.
- Deliberately Cute Child: Averted as Mark is neither innocent nor acts cute.
- For Want of a Nail: If not for the fact that Gil Beale's secretary waved Mark away because the office was overcrowded and thus he was forced to look for another attorney (finding Reggie), Mark would have faced off against Foltrigg with a really crappy lawyer and ended up screwed over and most probably killed.
- Genre Savvy:
Reggie: Look, have you ever heard of the Witness Protection Program?Mark: Lord, yes. That's where they put you in funny mustaches and send you off to New Jersey or someplace to live. I saw it on TV. But the guy on the TV movie, the mob found him anyways. And they blew his legs off.Reggie (shocked): You saw that on TV?
- Uncle Johnny Sulari has been in the business long enough to suspect something when his normal waiter at his favorite restaurant isn't available. Turned out he was right and the Feds were bugging him with the salt shaker. His nephew Barry had to be firmly told "to let the kid be." It took a few times but he kept Barry from saying anything incriminating.
- The person who has out lived his or her usefulness below knows what is meant when asked to take a long trip with some mobsters.
- Mark also has his moments:
- Hello, Attorney!: Reggie Love as portrayed by both Sarandon and Williams.
- Jade-Colored Glasses: Though never specified if Mark Sway was ever an idealist, his dialogue makes it clear how he views the world around him.
- Knife Nut: Barry "The Blade" has a pretty meaningful nickname, always carrying a switchblade and using it to threaten everybody and everything he gets mad towards.
- Knight Templar: Foltrigg is hell-bent on making Mark testify, and has absolutely no problem with stomping flat the civil rights (and endanger the life of) a kid, his family, and anybody who gets close to him in his attempt to put Muldano behind bars.
- Know When to Fold 'Em: With word that the Feds are right about to find the Senator's body, Johnny Sulari knows it is time to walk away and clean up the loose ends he can, to protect the family. Barry knows what his uncle means when he won't be coming back from the drive his uncle wants him to go on.
- Oh, Crap!: Foltrigg and his cronies share this when Reggie Love produces a tape of them interrogating Mark without a lawyer or parent present, and tells him he doesn't need either present for this. Basically ignoring his Constitutional rights.
- Only Bad Guys Call Their Lawyers: When Mark is being interrogated by Roy and his group, he asks if he needs one and they respond with this trope. He leaves to use the lavatory and Reggie comes in with a recording of them telling him he doesn't need one when he asks for both one and his mom present.
- Properly Paranoid: Clifford's neighbors. They have a lot of security around their place telling any trespassers they will be shot. It pays off when the bad guys trip their burglar alarm—they come out, guns blazing, and save Reggie and Mark's lives.
- Psycho Party Member: It's established pretty early on that Barry "The Blade" is as Ax-Crazy as mafia guys come, to the point that being related is the only reason the local Don (his uncle) tolerates him (and even then, killing a freaking Senator was going too damn far). And then his antics trying to keep Mark quiet just made him fed up and it's not quite unsubtly implied Barry will be killed soon after.
- Reasonable Authority Figure:
- Judge Harry Roosevelt, who puts Foltrigg in his place and looks out for Mark's safety.
- The prison guards who put Mark in a large cell all by himself in the women's section for his own safety.
- Troubling Unchildlike Behaviour: Mild example. Mark is a habitual smoker, Ricky is just beginning.
- You Have Outlived Your Usefulness: Barry "The Blade" screwed up one too many times by the end. His uncle all but says this and soon Barry won't be a problem any more.