A small, seemingly innocuous plastic reel of film leads surveillance specialist Tom Welles down an increasingly dark and frightening path. With the help of the streetwise Max, he relentlessly follows a bizarre trail of evidence to determine the fate of a complete stranger. As his work turns into obsession, he drifts farther and farther away from his wife, family and simple life as a small-town PI.
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.