John Melaney (Peter Gallagher) is a businessman not content with his frigid wife, Ann (Andie MacDowell). Melaney is having an affair with his wife's sister, played by Laura San Giacomo. A friend of Melaney, played by James Spader, returns to town. The friend is openly impotent and has a fetish of video taping women talking about their sex life.

Well directed and written by Steven Soderbergh.