For his second outing as a director, filmmaker Philip Ridley once again enlisted the talents of Viggo Mortensen, who starred in Ridley's debut, The Reflecting Skin, and co-stars here with Ashley Judd and Brendan Fraser. Fraser plays Darkley Noon, a disturbed young man who received a sheltered upbringing from his strict Christian parents. When the elder Noons pass on, Darkly wanders off aimlessly until he is picked up by a passing truck driver named Jude (Loren Dean). Jude leaves the physically worn Darkly with Callie (Judd) and Clay (Mortensen), a young married couple. As Callie cares for Darkly, he begins to develop romantic and sexual feelings for her, feelings that threaten to turn violent when Darkly is taunted by the love between Callie and Clay.