As his marriage rapidly deteriorates, respected New York City director Eddie Israel (Harvey Keitel) leaves his family on the East Coast and journeys to Los Angeles to make a film about a decadent husband and wife in a souring relationship. But Israel begins a love-hate affair with leading lady Sarah Jennings (Madonna), who's also sleeping with starring actor Francis Burns (James Russo). Amidst the drugs, alcohol, tears and promiscuity, reality and filmmaking become dangerously intermingled.