Life imitates art when two Manhattanites — pompous teacher Willie and quiet photographer Phil — become friends after a thought-provoking screening of "Jules et Jim," Truffaut's classic film about a decades-long ménage à trois. Soon, the men meet Jeanette, a sexually liberated southern transplant who promptly falls for both of them. Frustrated passions curdle into jealousy as Jeanette entertains love affairs with each in the ensuing years.
When bisexual porn star Valentino meets new-in-town hustler Gary, there is an immediate attraction between the two. Valentino helps get Gary a job at a phone-sex company, and they become fast friends and lovers, but tension threatens their relationship when Gary and Valentino's friend Mary becomes involved. When Valentino finds out he is dying and Mary is going to have his child, the three must work through hard times together.