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.

Pathway (near Williamsburg Bridge) Delancey Street South & FDR Drive, Manhattan.

Washington Street and West 14th Street, Manhattan.

Cortlandt Alley and Walker Street, Manhattan.

Spring Street Gallery, 101 Spring Street and Mercer Street, Manhattan.

Shop, 75 Mulberry Street and Bayard Street, Manhattan.   The shop at number 75 Mulberry Street used to be called Hyfund Seafood Market.

Mulberry Street (btw Bayard Street & Canal Street) Manhattan.

Chelsea Market, 6th Avenue (btw West 25th and 26th Street) Manhattan.   The Chelsea Market at that time was located on the 6th Avenue parking lot, between 25th Street and 26th Street in Chelsea, but today it has an apartment complex.

House Boat, 79th Street Boat Basin, Hudson River, Manhattan.

Subway Arcade, Surf Avenue and Stillwell Avenue, Coney Island.

Wonder Wheel, Coney Island, New York.

Boardwalk West, Coney Island, New York.

Elizabeth's Apartment, 838 West End Avenue and 101st Street, Manhattan.

John's Apartment, 454 West 46th Street (btw 9th & 10th Avenues) Manhattan.

Comme Du Garcons Store, 116 Wooster Street and Prince Street, Manhattan.   Clothes store is no longer at 116 Wooster Street.

Ferry Slips 6 and 7, Governors Island, New York.

Clock Tower, 346 Broadway and Leonard Street, Manhattan.

John's Office, 195 Broadway and Fulton Street, Manhattan.

Bar, 176 Mulberry street and Broome Street, Manhattan.

Algonquin Hotel, 59 West 44th Street and 6th Avenue, Manhattan.

Cafe Des Artistes, 1 West 67th Street and Central Park West, Manhattan.

Bloomingdale's, 1000 3rd Avenue and East 59th Street, Manhattan.

Spring Street (btw West Broadway & Thompson Street) Manhattan.   The alley way no longer exists.

Kauffman & Sons, 139-141 East 24th Street and Lexington Avenue, Manhattan.   Kauffman & Sons has since closed and the building has been demolished.

Kauffman & sons

In 1899/1900 Herman Kauffman, Harness became H. Kauffman's Sons, Harness. Herman Kauffman (born Prussia 1841, immigrated to U. S. 1867?, died ca. 1930) founded the company in the late 1870s. His sons were Isidor Kauffman (1875-1947) and Jacob Kauffman (1876-1958). The first listing in New York city directories appears in Trow, 1880, as "Kauffmann Herman, harness, 23 Canal, h 3 Essex." The Kauffmans are recorded in the U. S. Census of 1880 at 3 Essex St., Manhattan. Herman was "40, born Prussia, Harness Maker," and his sons were Isadore, 5, born New Jersey, and Jacob, 3, born New York. From 1881 to 1888 the business was located at the family home, 3 Essex St. Then from 1889 to 1902 there were several locations on Division St., from 1903 to 1906 at 316 Rivington St., from 1906 to 1919 at 206 Division St., and from 1919 to 1922 at 193 Division St. In the late 1900s they became known as H. Kauffman & Sons Saddlery Co., which was the company that moved to 139 E. 24th St. in 1923

Chelsea Hotel, 222 West 23rd Street (btw 7th and 8th Avenue) Manhattan.

Sex Club, West 42nd Street (btw 7th & 8th Avenues) Manhattan.

Times Square 1950 - 1990

The general atmosphere changed with the onset of the Great Depression in the 1930s. Times Square acquired a reputation as a dangerous neighbourhood in the following decades. From the 1960s to the early 1990s, the seediness of the area, especially due its go-go bars, sex shops, and adult theaters, became an infamous symbol of the city's decline.

In the 1980s, a commercial building boom began in the western parts of the Midtown as part of a long-term development plan developed under Mayor Ed Koch and David Dinkins. In the mid-1990s, Mayor Rudolph Giuliani (1994–2002) led an effort to "clean up" the area, increasing security, closing pornographic theaters, pressuring drug dealers and "squeegee men" to relocate, and opening more tourist-friendly attractions and upscale establishments. Advocates of the remodeling claim that the neighborhood is safer and cleaner. Detractors have countered that the changes have homogenized or "Disneyfied" the character of Times Square and have unfairly targeted lower-income New Yorkers from nearby neighborhoods such as Hell's Kitchen.

In 1990, the state of New York took possession of six of the nine historic theatres on 42nd Street, and the New 42nd Street non-profit organization was appointed to oversee their restoration and maintenance. The theatres underwent renovation for Broadway shows, conversion for commercial purposes, or demolition.