In Los Angeles, Max Carlyle makes a good living directing commercials and has a happy home life with his wife, Mimi, and two children. When Carlyle travels to New York City to visit his friend Charlie, who has been diagnosed with AIDS, he has repeat run-ins with a beautiful woman, Karen, and eventually sleeps with her. Though he goes home the next day and doesn't return until a year later, Carlyle's infidelity still lingers.

Keen young Raymold Avila joins the Internal Affairs Department of the Los Angeles police. He and partner Amy Wallace are soon looking closely at the activities of cop Dennis Peck whose financial holdings start to suggest something shady. Indeed Peck is involved in any number of dubious or downright criminal activities. He is also devious, a womaniser, and a clever manipulator, and he starts to turn his attention on Avila.

Ben Sanderson, an alcoholic Hollywood screenwriter who lost everything because of his drinking, arrives in Las Vegas to drink himself to death. There, he meets and forms an uneasy friendship and non-interference pact with prostitute Sera.