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On the surface, Max Carlyle (Wesley Snipes) has it all: a happy marriage, two healthy children and a successful career as a commercial director. Until one night while on a trip to New York City, a chance encounter leads to a passionate and uncharacteristic affair with a beautiful, seductive and very married woman named Karen (Nastassja Kinski). Each vows to forget the affair, but when Max returns home, he slowly begins to withdraw from the people closest to him.
One year later, Max's best friend, Charlie (Robert Downey Jr) is hospitalised. Max returns to New York to comfort his friend and finds himself face-to-face with Karen, who is married to Vernon (Kyle MacLachlan), Charlie's brother. Thrown together by fate, Max and Karen try to resist their feelings, but they are forced to confront the undeniable truth.