Zach Riley (Aaron Eckhart) is a psychiatrist who leaves a job at a prestigious university to take up a job at the privately run mental institution, Millwood, belonging to Dr. Reed (William Hurt). What he doesn't reveal at the time of his appointment is that this was the very place where his novelist father, T.L. Pierson (Nick Nolte), spent many years of his life as he battled chronic Depression (mood). T.L. later wrote a popular children's classic, ''Neverwas'', about a child (based on young Zach himself) who enters a secret world to free a captive king. T.L. later committed suicide; Riley, who found the body, has always partly blamed himself for his father's death.