Syd (Radha Mitchell), a newly appointed assistant editor of Frame magazine, discovers that the woman living above her flat is none other than the talented yet enigmatic photographer Lucy Berliner (Ally Sheedy). When the two of them meet, Syd gets acquainted with both Lucy's past work and her circle of flegmatic, junkie friends. Seeing a definite career opportunity, Syd encourages Lucy to shoot new pictures for her magazine. At the same time, a strong attraction starts to develop between them. As the photo assignment continues, both Syd and Lucy are forced to examine their own lives and loves.