In 1940s Nazi Germany, a young Jewish woman in a Nazi concentration camp saves her own life by seducing the young doctor who performs medical experiments on prisoners. Decades later in the year 1993, that same woman (Jacqueline Bisset) is living in New York City and married with two grown sons.The two siblings have developed differently under a mother with a long history of erratic behavior. The neurotic younger son (Lukas Haas) can't cope at all, for he still lives at home with his mother and father and is locked in a compulsive, co-dependent relationship with the mother. The older son (Josh Lucas) copes too well. The eldest son is 40 years old, he hides out from the world in erotic escapades with various women, and has a job at a fraudulent modeling agency and acting agency scamming the young and hopeful. He is good at them both... too good but he grows increasingly frightened as his sexual prowess and intellectual diatribes no longer make him feel better.