A young, tall, blonde, female photographer, Dee, meets a pretty brunette model, Eleanor, in an upscale hotel suite in New York City for a private photo shoot. They soon romantically connect and spend the weekend together in the room. As the film progresses into a non-linear dream-like mix of conversation and making love, it is slowly revealed that the two women have a past together. In the end, that past may be more present than we think. In the different flashbacks, the photographer's brother tells her that he disapproves of her dating Eleanor, while Eleanor the model has another lover, a married man, whom she spends time with on the sides.