Max Carlyle (Wesley Snipes) is a successful television commercial director with a wife, Mimi (Ming-Na Wen), and a happy family. Max takes a trip to New York City to visit an old friend, Charlie (Robert Downey Jr.), who is dying of AIDS. During his journey he comes into contact with Karen (Nastassja Kinski) an alluring and attractive woman with whom ends up spending the night. Returning home Max has changed and the happiness that he had is a little different. When he returns to New York a year later with his wife for a last visit with Charlie, he finds that Karen is married to Charlie's brother Vernon (Kyle MacLachlan) and he must confront his indiscretion.