Ann (MacDowell) is a beautiful but repressed housewife whose slick husband John (Gallagher) is cheating on her with her fiery younger sister Cynthia (San Giacomo). When John's old college roommate Graham (Spader) arrives on the scene, his carefree way of life is patently out of step with John's and Ann's more conventional, materialistic lifestyle. In an intimate moment with Ann, Graham admits that, although he is impotent, he likes to videotape women talking about their sexual fantasies. Initially repulsed, Ann is ultimately seduced by Graham, and the power of erotic conversation.

Director Steven Soderbergh famously wrote this screenplay in just eight days and made the film for under two million dollars. It went on to win numerous awards, including the Palme d'Or at Cannes, and make $25 million, thereby helping to kick-start the independent film craze of the early '90s. The film earns all these accolades with an intelligent, probing script and nuanced performances. Especially noteworthy is Spader, who manages to be somewhat creepy and alluring all at the same time, and newcomer San Giacomo, who burns up the screen with her sexually charged performance. Soderbergh has gone on to direct splashier mainstream films ("Erin Brockovich," "Ocean's Eleven") but this quiet, simmering piece announced his incipient talent.