In a Los Angeles-looking city, a jazz musician, Fred Madison (Bill Pullman), thinks his wife (Patricia Arquette) is having an affair. Suddenly, he finds himself framed for her murder and sent to prison. Simultaneously, a young mechanic is drawn into a web of deceit by a temptress who is cheating on her gangster boyfriend. These two story lines become linked when it is found out that both women may, in fact, be the same woman. Fred finds that he and the other man are connected by a mysterious turn of events that calls both of their identities into question.