Four and a half year old Noah Lucas is so afraid of his mother's boyfriend Sonny that he doesn't know what to do. His mother told him that Sonny didn't mean to hurt him. She told him that Sonny just isn't used to being around children. But Noah knows that isn't the truth. He knows the terrible things that Sonny tells him when his mother isn't around and he lives in constant fear that Sonny will do the horrible thing he promised to do if Noah ever tells anyone. Noah's only hope is that Ben, the old man who has moved into the apartment above the house where Noah lives with his mother, will become his friend and make Sonny go away. Ben, who has been running all his life from the memory of the brutal death of his own wife and child, quickly recognizes the danger that Noah and his mother are in and vows that the tragedy he experienced so long ago will not repeat itself as long as he is alive. No matter what the cost.