Veterinarian and part-time mayor Sarah heads a town council desperate to find a doctor to keep open the small town's clinic. They fear, rightly, that family after family will move away and the town will disappear. Their hopes are raised when Bob announces his widower son Michael the surgeon and grand daughter are going to visit for the first time in years for the Xmas holiday. The mayor's attempt to recruit Michael is complicated by their history (their high school romance) and his secret shame (that he has lost his confidence in his surgical skills to the point that his big city hospital is kicking him upstairs to an administrative position).
The young, naive Smitty is sent to prison for six months; Cathy, his girlfriend, watches as he disappears behind the bars and barbed wire. He's assigned a cell with Queenie, a balls-out drag queen, Rocky, a quiet but cocky con, and Mona, a young gay man who ministers to Rocky. Smitty watches in horror as gangs of inmates brutalize prisoners who lack protection. Those who complain risk beatings or murder at the hands of unsympathetic guards: all cries are bootless. Mona offers poetry - Shakespeare's sonnet XXIX; Queenie and Rocky offer Smitty advice, and Rocky offers protection for a price. Smitty's choices and their consequences are the film's main subjects.
A man coping with the institutionalization of his wife because of Alzheimer's disease faces an epiphany when she transfers her affections to another man, Aubrey, a wheelchair-bound mute who also is a patient at the nursing home.