Two convicts escape a Texas Penitentiary. As they make a break for it they stumble on a Jehovah Witness family home. They believe they need to have a hostage to help them during their escape and grab an 8 year old boy from the home. He seems more like a companion rather than a hostage. With the boy in tow they continue their escape rushing to hit the border before they get caught.
Terry, one of the convicts, tries to molest Phillip, the eight-year-old, but is shot by his accomplice Butch. This creates a special bond between Butch and Phillip. Phillip now trusts Butch, and does what he is told. With Terry now dead, Phillip and Butch try and evade the pursuing cops on the highway. On their trail trying to catch them before they hit the Texas border is a FBI agent, a criminologist, and a Texas Ranger.
Phillip has never experienced Christmas or Halloween due to his family's religion, and he is thrilled when he is allowed to wear a Casper Halloween costume Butch shoplifted. He is also encouraged by Butch to make his own decisions in figureing out for himself what is wrong and what is right. Phillip's senses become very heightened in the rush of everything and Butch begins to feel a strong fatherly connection to Phillip. He gives him the fatherly presence he himself has never had.
During their escape, Butch is injured so they take refuge in an old farmhouse. When the FBI agent and the others catch up with them, Phillip hugs Butch tightly. The Texas Ranger sees them and begins to believe that he can resolve the whole situation easily and keep everyone alive. When Butch goes to move the FBI agent mistakes it for Butch pulling out a weapon and shoots him the chest. Phillip is heartbroken and the Texas Ranger is angry at the fact he had an opportunity to keep Butch alive.