Elizabeth (Kim Basinger) has a very predictable life, with a very predictable job at an art gallery. She's had her share of stale relationships and is not surprised to find herself single again. By chance she meets a very mysterious and handsome man, John (Mickey Rourke). Knowing nothing about John, Elizabeth finds herself drawn to him. Despite her predictability, allows herself to plunge head first into an erotic affair with John. He opens her up sexually to new feelings and desires. However, their entire relationship is built solely upon sex. When she begins to get to know him outside of the bedroom the glamour of the affair starts to fade and the trouble begins.