An unhappily married woman named Ann (Andie MacDowell) who has never had an orgasm reunites with an old college friend named Graham (James Spader), only to discover that he has the unusual habit of recording women revealing their sexual experiences and fantasies on tape. Though initially put off, she begins to accept and explore her sexuality — all while being filmed. But Graham is also filming Cynthia (Laura San Giacomo), who is sleeping with Ann's husband, John (Peter Gallagher). While their relationships are truly a mess, the vulnerability of being open on camera about sex turns out to be quite freeing and erotic.