In the often impersonal city of New York, a city that never sleeps, a city filled with the
shadows and secrets of its citizens, a man and a woman conduct a highly sensual sexual affair.
John (Mickey Rourke), a wealthy businessman, seduces a beautiful art assistant, Elizabeth (Kim Basinger), who is recently divorced after a three-year marriage.
He first comes across as funny and adventurous, but it soon becomes clear that's not all John is into. He plays strange sexual games with Liz, blindfolding her and putting ice on her body, making her crawl on the floor to him, and "hypnotizing" her with the sound of a watch he gave her, suggesting that every day at twelve o'clock she think of him touching her.
Elizabeth's world is thrown into chaos as she hungers for John sexually, wanting to know who he really is. However, John is unwilling to give her any kind of hint as to his background. She tries to introduce him to her circle of friends, but he flat out refuses, telling her all he wants is the nights with her--she can have the days with her friends.
Slowly Elizabeth becomes increasingly dependent on John--he feeds her in the morning, bathes her, takes care of her, and makes love to her in ways she's never experienced. She finally realizes that their relationhip is unhealthy and is driven to the edge when John starts to have sex with a prostitute in front of her in a dingy motel room.
She can't think straight anymore, and is desperately unhappy. She becomes even more confused and upset when her best friend begins a relationship with her ex-husband.
In the end she leaves John, telling him it's too little too late when he tries to tell her about himself. When she walks out the door into the apartment complex courtyard, he whispers to himself that he loves her and that she had better come back in 50 seconds. She doesn't though, and the movie ends with her walking down the lonely streets of the city, crying and thinking about the fact that for nine and a half weeks she had an erotic affair with a perfect stranger.