Quentin Voight is an experimental art photographer who has mastered the technique of manipulating his subjects. His girlfriend, MARISSSA CROSS, a successful model in the twilight of her career, has lost respect for him as his methods have alienated him from the artistic community.

When Quentin returns from another failed meeting with a prospective gallery, he discovers that Marissa has been carrying on an affair with her manager, DAX MALONE, in order to prolong her modeling career. Keeping his newfound knowledge to himself, Quentin finds an unlikely ally in Dax, who is impressed by the quality of his work. Dax offers him a chance to show what he can do on an upcoming fashion shoot, and while Marissa is reluctant, Quentin sees an opportunity to both further his own career and take revenge on Marissa.

The next day, Quentin finds that his brutal techniques are perfect for the fashion world. It doesnt take long before everyone is looking at him as the next big thing, including Marissa.

Over breakfast the next morning, Marissa swallows her pride and reaches out to him. Their brief connection is interrupted by a phone call from Dax, who wants to meet with Quentin in private. Excusing himself, Quentin goes to his office where he is showered with praise and offered a new assignment: take an iconic photograph of Marissa using the cruel and destructive techniques that define his unique style. Dax sees in Quentin a meal ticket that will last far longer than the looks of any model, and Quentin accepts the job.

To celebrate the chance to work together, Quentin and Marissa go out to dinner. Over the meal, the reconnection that began at breakfast is further fueled and they end up back at their place, having the kind of sex that they had all but forgotten was possible.

The next day at the shoot, Quentin uses Marissas asthma condition against her by blowing smoke in her face to get a shot. Devastated by his willingness to exploit her so callously she runs off the set. She eventually admits to Quentin that he is more important to her than her career. They agree to leave behind their past indiscretions after this shoot is over and return to the set. With the upper hand now his, Quentin brings up her infidelity, breaking her heart completely and giving him the chance to capture an image of her that will last forever. Broken, she walks off the set and out of his life, leaving him to take account of his pyrrhic victory.