Fred Madison (Bill Pullman), a successful saxophone player, begins to think that his wife is cheating on him after  some mysterious dreams and occurrences.  Renee Madison (Patricia Arquette), his wife, may or may not be cheating on him, but she is strangely withdrawn from Fred.  Renee acts as if she wants nothing to do with Fred.  After a mysterious set of video-cassettes start to appear at their doorstep, Fred is drawn closer to the question of his wife cheating on him.  The cops come and check out the videos, but find nothing suspicious around the house.  Fred is then filmed killing his wife, or is it a set up?  He is found guilty of killing his wife and sentenced to death.

Under enigmatic circumstances, Fred inexplicably turns into Pete Dayton (Balthazar Getty), a young auto mechanic, who then begins to have a relationship with Mr. Eddy's girl Alice Wakefield (Patricia Arquette), or is it Renee?  The whole movie then starts to fall together, mixing past characters, like Fred, to future events and a inconclusive ending, which lets the viewer decide for themselves 'what's going on'.