Set in Baton Rouge.Ann Bishop Mullany (Andie MacDowell) is talking to her psychiatrist (Ron Vawter) about a dream in which she is taking out the garbage. Ann is frustrated and has reached the point where she no longer desires sex; although, she says that her husband, John (Peter Gallagher), had already stopped trying to touch her a long time earlier. Ann says that she also is irritated with John for having invited an old friend to stay with them at their house without Ann's consent; however, Ann tells the therapist that it is, after all, John's house, insofar as he is paying the mortgage. We learn that Ann has stopped working altogether, as John is quite successful, a self-made, aspiring big shot -- he plans to become a law office partner soon -- and the couple lives comfortably.Meanwhile, John has been having an affair with Ann's sister, cheeky Cynthia Patrice Bishop (Laura San Giacomo), who is sexually carnivorous and somewhat unrefined, in stark contrast to the more genteel Ann. The sisters enjoy something of a close relationship (talking and visiting often), although it has been clearly tainted by long-established friction. Ann, naturally, does not know of the affair, but has her suspicions.While Ann is in her therapy session, John and Cynthia are having sex. The lovers talk afterward and Cynthia tells John she harbours a "perverted" desire to make love to him in her sister's bed. Returning to his law office, John finds Ann had called while he was away to tell him that his old friend, drifter Graham Dalton (James Spader), has just arrived.The three of them, Ann, John and Graham, are having dinner together. John is critical of his old friend, whom he feels has changed considerably since their glory days (mainly, it seems, because Graham wears a black shirt, which John describes as undertaker's clothing). John mentions that Graham ran away from Elizabeth, his old beloved girlfriend. The tension between the two builds further when Graham remarks that liars are the second-worst people in the world, surpassed only by lawyers.The next day, Ann accompanies Graham in search of an apartment. One landlord (Earl T. Taylor) shows them a flat, and after haggling briefly over the rent, Graham takes it. Soon afterward, at a café, talk between Ann and Graham progresses on to the topic of sex. Ann says that women are not generally as interested in sex as men think. Graham admits to being impotent, that he can't have an erection while in the company of anybody else. (We later learn that he masturbates while watching women he has recorded on videotape talking about their sexual lives and fantasies.) Meanwhile, John calls Cynthia so that they can have sex together the way she wants. Cynthia calls him "scum", but, of course, seizes the opportunity to fulfill her fantasy and goes to the house where John waits, naked, on the bed he shares with Ann, covered only by a strategically-placed potted plant.On a later unannounced visit to Graham's apartment, Ann interrupts Graham while he is watching a videotape of one of his old girlfriends (Alexandra Root) detailing her sexual experiences. Through her inquiry, Ann learns of Graham's unusual fetish and asks him to watch a tape with him, but Graham refuses: He had promised all the subjects not to let anyone else see their tapes. Ann leaves, disturbed by the revelation (or, more likely, indignant over Graham's refusal) and advises her sister, during their next phone call, not to get in touch with Graham, as Cynthia, ever on the prowl, had promised to do. Cynthia, however, is only intrigued more so by this and visits him, anyway, even though, up to this point, they have never met. Graham soon invites Cynthia to make a videotape. During the recording, she then recalls her first sexual experiences aloud...Immediately afterward, Cynthia, worked up from the experience, calls John demanding he leave work immediately to have sex with her. In spite of the growing pressures of his job, he begrudgingly obliges, though he has to change important work commitments, which he does using "a family crisis" as an excuse.Later, Cynthia tells Ann that she has been videotaped by Graham, but refuses to be specific about what she may have told him. And while she assures Ann that nothing sexual occurred between them, she does reveal that she had chosen to masturbate for Graham, to which Ann expresses her extreme dismay.Ann visits Cynthia at the bar where she works to show her (and collect money for) the sundress she's bought as a joint-gift between the sisters for their mother's birthday. A tipsy regular (Steven Brill) who flirts constantly with Cynthia, tries to make a pass at Ann. They both ignore him. Ann leaves annoyed after Cynthia and the barfly remark that the dress looks more like a tablecloth.That night, Ann finally confronts John, asking why he was not in the office when she called, whether he's having an affair, and specifically if he has been having sex with Cynthia. John denies everything, playing both roles of offended husband and lawyer. It works and he convinces her.The following day, John gets angry with Cynthia upon hearing of her visit to Graham's and of her agreeing to make the videotape. After some heated talk, Cynthia tells John to leave, that she doesn't feel like going on with the affair any longer. Meanwhile, Ann is at home vacuum-cleaning the master bedroom when she discovers Cynthia's lost pearl earring stuck inside the machine. Slowly, Ann pieces together what has been going on, how foolish she has been, and reacts, first trying to smash the earring with the vacuum cleaner, then leaving the house after changing her clothes in a rage.Ann arrives at Graham's apartment. She quickly learns that Graham already knew (from Cynthia) that John was being unfaithful, but felt it wasn't his place to tell her. Ann now wants to make her own videotape. Although Graham is hesitant at first, she finally convinces him...Ann returns home very late, John already having started calling friends, frantically concerned that something may have happened to her. As soon as she sits down, Ann tells him she wants out of the marriage. John tries to play innocent once again, keeping calm, but upon hearing that Ann, too, has made a videotape, becomes irate and goes after Graham.John storms into Graham's apartment, punches Graham in the face, locks him outside, and watches Ann's tape. On screen, Ann reveals she's never had an orgasm, not even with her husband. Ann and Graham both admit to having had fantasies of each other. Ann wonders aloud whether Graham could give her an orgasm. Ann then begins turning the tables subtly on Graham, now asking him the questions. It emerges that Graham has spent the last nine years feeling sorry over his idealized ex-girlfriend, Elizabeth, with whom he somehow expected to reconnect, and that this was his reason for drifting back to Baton Rouge. Ann tells him that Elizabeth would never want him back after nine years and especially not with all his unresolved issues. Ann picks up the camera herself and now focuses it on Graham. He confesses that he used to lie compulsively, to everyone, and that the lying, as well as "non-verbal" acting-out of his feelings, was what destroyed his relationship with Elizabeth... After some quiet, affectionate moments together on the couch, Graham switches off the camera...As John leaves, having seen all of Ann's videotape, and perhaps truly knowing her for the first time, he spitefully reveals to Graham that he had once had an affair with Elizabeth while she and Graham were still together, even before the relationship started to go downhill. Once John is gone, Graham destroys his collection of videotapes.Some time passes. While John is in his office with a colleague (David Foil) prior to their golf game, John's most important client, the one he had run out on during the affair with Cynthia, calls to say he has found another firm to take his business. John's boss then insists upon seeing him immediately (suggesting that John is likely to be fired because of his irresponsibility).Ann surprises Cynthia with a visit during her shift at the bar to give her a small birthday present along with a new telephone number, the sisters making their first small step toward forgiveness and acceptance of each other. Ann then joins Graham where he waits outside his apartment. They take each other's hands as she walks up, then curl up together on the steps. It appears they are now a couple.It starts to rain.