Having served twelve years in prison for molesting several young girls, convicted pedophile Walter (KEVIN BACON) is hoping to make a new life for himself. Besides seeing therapist Dr. Rosen (MICHAEL SHANNON) where he tries to work out his feelings and the catalyst for his former actions, he's landed a lumberyard job working for Bob (DAVID ALAN GRIER). His brother-in-law and good friend, Carlos (BENJAMIN BRATT), is the only family member who will still talk to him, but he really wants to make amends with his estranged sister.
She wants nothing to do with him, but it doesn't take blue-collar co-worker Vicki (KYRA SEDGWICK) long to bed him. While she can't initially figure out the deep dark secret that obviously haunts him, lumberyard receptionist Mary-Kay (EVE) figures something is up with him. Then there's Sgt. Lucas (MOS DEF), a detective who believes that Walter might be behind recent pedophilic activities, although the parolee knows it's a guy he's nicknamed Candy (KEVIN RICE) for his tactics of trying to lure boys into his car.
Watching him in action, coupled with Vicki awakening his sexuality, his new apartment overlooking a school playground and other factors, Walter tries to stymie his resurrected feelings toward young girls, including birdwatcher Robin (HANNAH PILKES). As his related thoughts and urges become progressively heightened, it's all he can do to try to control himself and prevent his life from falling apart again.