Catharine Petersen (Theresa Russell) carefully applies and checks her make-up, puts on a pair of dark glasses and disembarks from a private jet. She is met by her sister-in-law, Sara (Lois Smith), with a limousine. It develops that Catharine's husband (Sara's brother), Sam Petersen, died suddenly in his sleep the previous night, while Catharine was out of town. On the short trip back to Catharine's apartment, Sara tries to offer what comfort she can. She offers to go upstairs with her, but Catharine declines. She enters the apartment alone and goes to her husband's den. She sits at his desk, takes off her sunglasses, and stares sadly at the pictures there...of her, of them, of the events of their short life together. She goes to a sideboard, picks up a glass brandy decanter, and takes it into the bathroom. Looking impassively at herself in the mirror, she pours the contents of the decanter into the sink, and turns on the water to rinse away all traces. Then, strangely, she goes into their bedroom, lies down on the bed and weeps for the husband she just murdered.
Alexandra "Alex" Barnes (Debra Winger) is a data analyst for the Justice Department. She arrives at the office in her usual dither, thrilled over the news of the sudden death (in his sleep) of a Jersey mob boss. Convinced it was a mob hit, she orders her co-worker and sidekick, Michael (D.W. Moffatt), to search for similar deaths. He finds only one: that of wealthy publisher Sam Petersen, a year earlier. Both men died of a rare congenital condition called Ondine's Curse, in which the victim simply stops breathing during sleep. But there is no other connection between the two men: Alex's boss, Bruce (Terry O'Quinn), tells her to move on to something else.
Marielle Dumer strides into the office of her new husband, Dallas toy manufacturer Ben Dumer (Dennis Hopper). With curly red hair, flashy (but expensive) clothes, and an air of brassy sex appeal, she bears little resemblance to quiet, elegant Catharine Petersen...but we see she is the same woman. After visiting her husband, she goes to a bank to access a safe deposit box. Alone in a private room, she takes a bottle of brandy from her purse. From the box, she removes some jewelry, several thick bundles of money, and a small brown case. The case contains a syringe with a very long needle, and a small vial of clear liquid. She fills the syringe from the vial, and injects the liquid through the cork into the bottle of brandy. She replaces everything in the box, puts the brandy in her purse and leaves. That night, as she packs for a five-day trip out of town, Ben asks why they ran out of brandy so fast. "Didn't I see a fresh bottle in the cabinet?" she says. He finds it, and replies, "Right again, Hon'." She smiles sweetly...and the scene cuts immediately to a funeral procession, driving slowly through a cemetery...and shortly thereafter to a lawyer's office. Ben's sister, Etta (Diane Ladd), is threatening to contest Ben's will. Marielle tells her she has no one to blame but herself for being cut from it...but she intends to leave Dallas, to go back to Charleston, and doesn't want to leave any hard feelings (or nagging questions?) behind. She offers to make a small gift to Etta from her share of the estate. "How small?" asks Etta. "Something in the mid-six-figure range?" suggests Marielle. Etta signifies her acceptance, and the matter is closed.
Alex arrives at her office and the unauthorized gun in her purse sets off the metal detector in the lobby. The security guard escorts her up to her boss's office for an explanation and a reprimand. She tells Bruce that she's been practicing with it before work, trying to qualify for field duty. Bruce wryly advises her to take the gun back to Sears. Late that afternoon, Alex is working at her computer. Michael approaches, tells her he has found another death involving Ondine's Curse. Then he shyly asks her out to dinner. She puts him off, telling him she values his friendship too much to risk losing it with a failed love affair. Then she asks about the death from Ondine's Curse. He tells her it was a toy manufacturer in Dallas. Both he and the publisher were wealthy, middle-aged, and both had married younger women within a couple of months of their deaths, but there seemed to be no other connection. Alex, however, is excited by this news. She asks him to round up information and pictures of them both. "Shouldn't be hard," he says, "they were both wealthy, prominent men." "No," replies Alex, "I want pictures of the wives."
Margaret Dodd (the former Marielle Dumer) is conducting an investigation of her own. Her hair is now longer, dark brown, and pulled back into a french braid. She is now dressing in quiet grey, brown and olive-green suits, slacks, sweaters...sensible shoes...even, occasionally, a pair of plain black-framed glasses. She looks studious and earnest, but still alluring in an unostentatious way. She visits a bookstore in Seattle, Washington and asks for books on Seattle history, Japanese cooking, rare coins and Native American Tribes of the Northwest. The bookstore clerk asks her jokingly if she's cramming for a quiz show. She gives him a long look, a faint, unamused laugh, and goes back to her notes.
Michael has found remarkably few photos of the wives, and in all of them, the women seem to be deliberately turning away from the camera. He has them made into slides for Alex and she takes them home, along with a slide projector. She studies their faces and their bodies as they're projected onto her living room wall...she looks in her bathroom mirror, and experiments with her own hair and stance, noting how even small changes can make a significant difference in a woman's overall appearance.
Margaret is also studying, in her suite at a Seattle hotel: photos of rare coins, an old video of a Coast Salish (Native American) ritual. Her objective soon becomes clear: these are all interests and hobbies of William McCrory (Nicol Williamsen), a noted anthropologist, chairman of the Native American Museum Board...late-middle-aged, a lifelong bachelor...and one of the five wealthiest men in Washington State.
Bruce is not convinced by Alex's evidence and theory. He argues that the Dallas woman is slimmer, younger. Alex counters that it's just make-up, attitude, posture. He reminds her that her job is data analysis, and that she does the best work in the office...and she shouldn't try to get all of the excitement in her life out of her job. Alex is outraged, she feels he's overstepping his bounds. He tells her that he just wants her to be happy...she isn't happy, and she deserves to be happy. "Bruce," she pleads, "Make me happy." After a long silence, he finally gives her permission to go after her "Black Widow".
Margaret approaches Irene (Rutanya Alda), a member of the Museum Board, and offers to donate a million dollars to the museum in exchange for a seat on the board of directors. Irene primly tells her that those seats are not for sale. "Fine," replies Margaret, evenly, "I'm sure Mr. McCrory will appreciate my intentions," and leaves. In the next scene, a meeting of the board of directors, William McCrory tells Margaret that as their newest board member, they want to hear her views. She reluctantly suggests that they shouldn't concentrate so much on acquisition of Coast Salish artifacts (McCrory's specialty field and his passion), they should try to exhibit equally artifacts from all tribes. It's a bold and risky strategy, but it works...she states her reasoning articulately and movingly, and McCrory is instantly smitten with her.
Alex visits the sisters of the first two victims. She interviews Sara first, who still believes in Catharine, and is very put off by Alex's theories and manner. She sees Etta next, who is lying on a tanning bed in an expensive salon. Etta says she also suspected Marielle...But since Ben was dead, and nothing could bring him back, she decided to avoid the scandal and publicity of accusing her sister-in-law of murder. Alex suggests rather pointedly that she might have been influenced by the $500,000 gift as well. Etta sits up, takes off her protective glasses, gives Alex a long look...and says sweetly, "You're looking a little peaked, my dear...can I buy you a tan?"
William and Margaret have been seeing each other...dinner, long walks, quiet discussions over afternoon tea or evening coffee. One day he takes her on a ferry ride and a long drive to his family's cabin in the woods. It is large, elegant, peaceful and inviting...he tells her he has always meant to live here someday. "Why don't you?" asks Margaret. He looks at her, and says, "Why don't WE?" During the passionate lovemaking that follows, Margaret notices a medallion that William wears on a chain around his neck. "It's a Medic Alert," he tells her, "I'm allergic to penicillin." She lets out a low laugh, and kisses him lustily.
At the Justice Department, the guys and Alex are engrossed in a late-night poker game. In the last hand, one of the guys, Herb (David Mamet), obviously has the winning cards. The others fold, but Alex, the lone female, decides he's bluffing. She meets his bet, then raises $20, and then, recklessly, another $20, even after the other guys warn her he's clearly got the cards. When she loses, she defiantly reminds him that she'd won big from him the week before. While the rest leave, she sits down at her desk and puts her head down on her folded arms. Bruce offers to give her a neck rub, and while he does so, they chat about her "Borgia" lady. Bruce makes a tentative pass at her, which she rejects. He shrugs philosophically, and asks if she needs more time and resources to find her, but she tells him she's already there...they've narrowed it down to six women. She says she's going to check them out; he warns her to be careful. She laughs, and tells him he's full of shit, and she'll call him from Denver...or maybe Seattle.
In Seattle, Alex quickly finds Margaret and follows her, observing her, for several days. Posing as a reporter from the Post Intelligencer, she goes to the museum and talks to Irene, trying to get whatever information they have on her. Irene admits to not knowing much, and before Alex can stop her, she calls Margaret's office to see if she can come talk to Alex herself. William responds instead, says Margaret's not in today and asks if he can help. He catches Alex in her lie about being from the Post Intelligencer, and she explains sheepishly that she is a free-lance writer, doing an article on powerful women "on spec". Instead of being angry, he is sympathetic, admitting that he never had to prove himself that way. He asks where she is staying, and she replies, "At the Hilton." He warns that his wife is very private, but promises to ask her to contact Alex there. Alex thanks him, and starts to leave...then pauses, undecided, still looking at him. He looks back at her, a bit surprised, and asks if there's anything else. "No, I guess not," she says, and leaves him to his potsherds.
Margaret has gone to the doctor for a physical. She tells him she has a case of recurring tonsillitis, and what with the Seattle weather... He grabs his prescription pad and asks what antibiotic usually works for her. "Penicillin," she replies.
Alex goes to the Seattle Police Department, and puts her evidence in front of Detective Ricci (Leo Rossi). He ridicules her, refuses to cooperate with her, and tells her that if this is what the Justice Department calls evidence these days, that's the scariest part of the whole story. "The thing is," Alex tells him as she leaves, "I know I'm right."
Later, William tells Margaret of the nice young woman he met that day, and of her interest in Margaret. Margaret hides her uneasiness from him...but she hurries to the Seattle Hilton, and asks about the young woman, only to learn she has checked out and moved to the Inn at the Market. She rushes over to the Inn, storms in, and storms back out again almost immediately. Alex is in a car, parked across the street, watching. Margaret is visibly disturbed and angry...she gets back into her car and slams the door, catching part of her coat in it...she rips at it to free it, getting more furious by the moment. Her behavior, normally so measured and controlled, is so atypical as to be frightening. At last, she screams in rage and frustration, and slams her forehead against the steering wheel. Afterward, calmer, she reaches into the glove compartment and takes out several travel brochures. Leafing through them, she settles on the one for Hawaii, and drives away.
Next day, at the cabin, Margaret is in the bathroom opening a new tube of toothpaste. She squeezes a dollop onto the back of a hand mirror and empties one of the penicillin capsules onto it. As she is mixing the two substances, William enters, downstairs, and calls to her...she hastily finishes, stuffs as much of the blended paste back into the tube as she can, and puts the tube back in the drawer. The mirror goes into the basin, with water running over it to wash away all traces. She starts downstairs to join him, and William tells her of an upcoming meeting with his family on their shared business concerns. She tells him she doesn't think she should go...she'd feel like an intruder. "You're my wife," he says, simply, "I want you with me." She smiles sweetly, and replies, "I DO like the way you say that."
Alex is back in Detective Ricci's office. She is angry, agitated. "Where did they find him?" she asks. "Look, Agatha Christie, there's been no homicide," he says, "He died of a heart attack--boom!--just like everybody else!" But Alex guesses he isn't feeling as confident as he sounds. "She's left town, hasn't she?" she says, "and you have no idea where she's gone. You're scared shitless, Ricci...they're going to find out about me, and they're going to wonder why you didn't check it out when you had the chance." But Ricci refuses to admit he was wrong or make any attempt to assist.
Alex returns to Washington, and resigns from her job. Bruce tries to talk her out of it, telling her that she has six years on the job, which shouldn't just be thrown away. She tells him that she was in the same room with the victim...four feet away. "You couldn't tell him," he says, "he'd have gone straight to her, you'd be blown, and she'd disappear." "But maybe he'd be alive," she counters. "He didn't have a chance...I didn't give him a chance." As she's walking out of Bruce's office, Michael calls her over...he's already traced Margaret's escape route. Alex gives up her apartment, and sells her belongings. Bruce visits her the night before she leaves for Hawaii. As a parting gift he hands her an airline ticket. "I've already got my ticket," she says. "This is a ticket back to Washington," he tells her. She smiles and replies, "I'll be back with a tan."
Margaret has now transformed herself into Rennie Walker: Athletic, outdoorsy, with a superb tan and a long, thick mane of tawny, blonde hair. She favors sexy Hawaiian print sarongs and halter tops, brightly colored swimsuits and sportswear. Her target this time is Paul Nuyten (Sami Frey), owner of half a dozen luxury hotels around the world--and younger and more attractive than the other men we've seen..
Alex has hired a private detective to help her find Margaret in her latest incarnation, a seedy Asian man named Shin (James Hong). She confronts him in his office in a run-down building near the docks. He claims at first not to have found the woman, and tries to shake Alex down for more money. But Alex doesn't buy it...she demands the information for which she's already paid.
Rennie is attending a women's scuba diving class at her hotel. The instructor tells the women to get into the pool and pair off, and a plump girl with an obnoxious cough immediately offers to be Rennie's partner..."I'm not really contagious," she assures Rennie, brightly. Another woman nearby turns around suddenly--we see it is Alex...and she says, "My friend promised to be MY partner," to the coughing girl, who leaves in something of a huff. Rennie introduces herself, and tells Alex she owes her a beer. Alex introduces herself as Jessica Bates, and says she'll take her up on it. After the class, they have a drink together on the hotel lanai. Alex jokes about how much better Rennie looks than she does, and Rennie invites her up to her room for what she calls "a real drink".
Alex sees pictures of Paul Nuyten, on Rennie's table, and asks about him...Rennie tells her who he is and invites her to a party he's having at his home that night as her guest. She loans Alex a dress, even takes her to her hairdresser, and the two women show up together in style. Alex watches the interaction between Paul and Rennie...things don't quite seem to be going all her way, this time. Paul is quite a player in his own right. Rennie has sensed that if she has sex with him too soon, she will not be able to persuade him to marry her...she'll merely become another of his conquests. So her strategy is a waiting game for the present...putting him off, but still sending come-on signals...until she can think of another way.
Alex and Rennie continue to hang out together...drives, hikes, picnics. They stop at the fish market one morning before an outing...they prowl through the aisles separately, looking for picnic fare. Mr. Shin happens to be there, and approaches Alex for another try at a shakedown. Aware that Rennie could be watching, she tells him in a low, furious voice that this a Federal DOJ operation. She tells him to offer her a cigarette. Confused, he does so, and she turns him down. "Now point at the fish", she orders...he does, and she shakes her head no, while telling him to go away and stay away, or she'll have him arrested for obstruction of justice.
Rennie HAS been watching, and she isn't fooled by Alex's glib explanation of the incident. That night, she calls Sara, and asks if any young women claiming to be reporters have come around asking about her. Sara tells her that there was one, but that she had identified herself as a federal agent. Rennie hastily hangs up. Frightened and angry, she screams another of her primal screams, and slams her fist into her belly.
Alex and Rennie go scuba diving, from a deserted beach with black sand. At first they stay together, as they were taught in their class. But then they move apart. Rennie stops at a rock outcropping, and waits, watching Alex. Alex is inspecting the corral and the shellfish... suddenly she grabs her mouthpiece...no air is coming through! Desperate, she makes a dash for the surface. But Rennie intervenes. They struggle briefly, and Rennie rips Alex's mouthpiece out of her mouth. Then she takes the mouthpiece from her own mouth, and pushes it at Alex. Alex takes a couple of ragged breaths, and Rennie takes the regulator back...she takes two breaths herself, and pushes it again toward Alex...as they were taught in class. In this way, they are able to ascend to the surface safely. On the beach, Alex is angry, suspicious. Rennie is conciliatory...and reminds Alex of how lucky she was that she (Rennie) hadn't had her back turned. But the incident seems intentional, and apparently accomplishes the goal of frightening Alex.
At a picnic the next day, they discuss Rennie's multiple husbands...and Rennie admits openly that was how she got rich. She tells Alex she used to think of it as her job, finding out everything about them, making herself desirable to them. Alex asks why one wasn't enough. "Rich is hard," says Rennie, "You never really think you're quite there." She glances at Alex, and sees the troubled look on her face. "I loved every one of them," she tells her, "Deeply. Honestly." She delivers her next comment as a throw-away: "It wouldn't have worked any other way." Then she changes the subject. "You like him," she says, "Paul, I mean. Why don't you go for it?" Alex doesn't respond, either to deny or agree. Rennie tells Alex that she WANTS her to make a play for him...that at this point in her life, she (Rennie) needs someone who can commit.
They've planned an afternoon out with Paul, but at the last minute Rennie backs out, pleading a headache. She tells them to go without her. They do so, and they have a lovely time...and during the afternoon, Paul indicates that he wants to be with the woman he knows as Jessica. Alex is also attracted to Paul...but is wary of getting involved, for obvious reasons...not the least of those being that she doesn't want to be compared with Rennie. She tells him that she wants to know that whatever they have will be honest, and just between them. He tells her to look him in the face, and decide. She does, and she is convinced. And so they make love.
Rennie, meanwhile, has picked the lock into Alex's apartment, and is searching for clues into her identity. She also goes to see Mr. Shin, walking unannounced into his office just as he's walking out of his bathroom, rolling down his sleeve...which rattles and angers him. She shows him a picture of Alex, and says that she suspects this woman has been seeing her fiance. She wants him to get the proof. He recognizes Alex, and at first he refuses, saying he doesn't do this kind of work. Rennie says to him, "Mr. Shin, I'll tell you two things about me: I'm very rich...(she takes an envelope stuffed with money out of her purse and tosses it down in front of him)...and I'm very wealthy." It's an offer he can't refuse.
Later we see Mr. Shin taking photographs of Alex and Paul at her apartment. Paul spends the night, and when he leaves the next morning, Alex sees him out. She goes back inside and sits down at her vanity. She stares at herself in the mirror: she has a wistful, but vaguely happy expression on her face.
Rennie is at Paul's home that night, has apparently come there to reproach him for the affair with Alex. He's sad, puzzled...he thought that's what she wanted. She asks him to make her a drink before she goes back to town...when he comes back with the drinks, he finds her in the pool, naked..."Why tonight?" he asks, "After all this time?" "I think we've waited long enough," she replies. And he joins her in the pool.
Paul visits Alex to break the news to her that he and Rennie are together now, and plan to marry. In spite of herself, she is hurt...her feelings for him were genuine. She attends the wedding and arranges for a few minutes alone with Rennie. "Woman in love," she says, ironically. "Did you really doubt it?" replies Rennie, lightly. "I helped you get here, didn't I?" responds Alex. "When you put us together, it made him want you all the more. So I guess you could say that my gift to you was the groom." Rennie hesitates, then says, "I meant it as an exchange of gifts." Taking a small gift-wrapped package from her purse, Alex says, "In that case, I still owe you one," and she hands it to Rennie. It's revealed to be a pin, fashioned to look like a black widow spider. Rennie is slightly annoyed, but not shaken..."Such an intriguing gift," she tells Alex, "Makes me wish I had more to share with you. The truth is, I'm almost sorry it's over." "The truth is, it's not over," replies Alex. Rennie smiles, and says, "Until then..." Then she suddenly catches Alex, her hand on the back of her neck, draws her swiftly to her, kisses her hard on the mouth...and just as swiftly releases her and walks away.
Rennie goes back to Mr. Shin's office, to get the pictures he has taken. He shows them to her, and they're as incriminating as she could have wanted. She pulls a gun on Mr. Shin, and tells him he can die...or he can die happy. He has five seconds to decide. She begins to count. Pleading for his life in Chinese, he takes a kit from his desk with a syringe, a rubber tube, and a stash of heroin. As he rolls up his sleeve, and injects himself with a fatal dose, Rennie moves closer to him, strokes his head, and continues to count. She leaves the pictures on his desk.
HPD is investigating Shin's death. At first, they're convinced it's what it appears to be...an ordinary, garden-variety overdose. But Alex shows up at the scene and asks to speak to the detective in charge (Danny Kamekona).
Rennie takes a trip to the mainland for a few days. Alex invites Paul over to her apartment, and tries to warn him of his danger. She tells him about Rennie's past, and even reveals her own identity and involvement. He is angry, hurt...but won't believe her. "She doesn't need my money," he says, "I've seen her portfolio...bank accounts..." "I've just told you how she got them," Alex replies. "Then how do you explain our wills?" he asks. "They leave everything to the Cancer Foundation, and nothing to each other. It was HER idea." But Alex has no answer for this, and he leaves.
The HPD detective meets Rennie at the airport when she comes back from the mainland. He breaks the news to her of her husband's death, and tells her that there is a woman claiming to be a federal agent insinuating Rennie murdered him. He asks permission to search the home, and Rennie gives her consent. Then, with just the right tone and manner of a grieving, outraged widow, she tells him that the woman--Alex, or Jessica, or whoever she claims to be--was her husband's lover before and after their marriage...so as long as they're searching her home, they'd better search Alex's place as well.
A bottle of poison is found in Alex's apartment. She is arrested and taken to jail. The HPD detective thanks Rennie for her cooperation...he tells her a little of the evidence implicating Alex, mentioning the poison, and the pictures they found in Shin's office. Rennie admits she was responsible for the pictures, that she'd hired Shin, and then been too ashamed to go back for them. The HPD detective thinks this over, and tells her that they'd figured Shin's death as an overdose...but perhaps Miss Barnes has that to answer for as well.
Rennie is called to a meeting with two representatives from the Cancer Foundation. It seems that since Paul's legal residence was Florida, the Florida Mortmain Statute applies to his will: any bequest to charity executed within six months of death can be invalidated by the spouse. "Of course, there's no requirement that you do so," says one of the representatives, hopefully. Rennie looks at him and replies evenly, "Shortly before my husband died, he expressed reservations about your organization. Profound reservations." So much for the altruistic wills.
Alex calls Rennie and asks her to come to the jail to see her. Although she's making plans to leave the island, Rennie decides to do so. They meet in the visitor's room, with a chain link fence and a counter between them. Rennie smiles, pleasantly...Alex doesn't...Rennie looks away, a little embarassed, and sits down. Alex also sits. Rennie asks if Alex is ok. Alex says she can't complain...mentions that there are a lot of psychological tests, which she finds strange for a crime of passion. Rennie explains that they no longer think Alex murdered Paul out of jealousy...that they now believe her obsession was with Rennie. They think she started out as an ambitious federal agent, who thought she'd found a cunning phantom..."and you chased her, and chased her, and when you thought you'd never be quite quick enough to catch her..." "I killed Paul," Alex finishes for her, "...to frame you." Rennie nods.
The matron comes in, from the door behind Alex, and Alex goes to have a whispered conference with her. Thinking the interview is over, Rennie starts to leave. But Alex comes back. "How did you manage it," she asks. "Did you sneak back from the mainland? Did you use the bottle you planted in my apartment?" Rennie smiles. "You always did have a tendency to overthink things," she says. "The most important thing about figuring anything out is...knowing when to stop." Alex is silent. "Of all the relationships I'll look back on in fifty years' time," Rennie continues, "I'll always remember this one."
A door opens behind Rennie, she turns to see who it is, and is startled to see her sister-in-law, Sara, standing there, with the HPD detective, an expression of disbelief tinged with dawning horror on her face. Rennie realizes the situation has just become very sticky...but it still might be possible to explain her way out. "Hello, Sara," she manages to say, "Good to see you." She glances resentfully at Alex.
Alex nods to the detective, he motions to someone outside the door, and approaching footsteps are heard. Something in Alex's expression warns Rennie that something important is about to happen. She turns to look, and stands up, shocked. She shudders violently as she tries desperately to get herself under control. The camera cuts to Paul Nuyten standing just inside the doorway, very much alive and well.
Rennie turns quickly to Alex and says, "I want you to know I put the poison in his brandy...you mustn't let him..." "We know," interrupts Alex. "We found it before he did." Rennie turns back and walks slowly toward Paul. She tries to kiss him...but although he allows her lips to touch his mouth, he doesn't respond. She walks past him toward the door, with one last lingering look over her shoulder at Alex. Sarah and the detective follow her. Paul and Alex stare at each other gravely for a moment. Then they turn away from each other and leave by separate exits.
The media is in the front office of the police station. Alex and the HPD detective come down the stairs...he runs interference for her, fending off aggressive photographers and reporters. She responds to no one, ignoring questions and congratulations alike. When she leaves through the front door, the HPD detective turns to them and says, "Now we'll give you a story," and leads them away. The camera stays fixed on Alex as she disappears in the distance.