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, and later wrote a popular children’s classic, ‘Neverwas’. Once there, he meets a schizophrenic patient, Gabriel Finch (Ian McKellen), and soon finds that more things link him to the story, to the book, and also to the recovery of the patient (who believes himself to be a character from the tale) than he ever thought.