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Magazine editor Syd (Radha Mitchell) is stuck in a dreary relationship with her boyfriend (Gabriel Mann) when she befriends her upstairs neighbor Lucy (Ally Sheedy), a well-known photographer whose live-in actress girlfriend (Patricia Clarkson) is struggling with a drug addiction. Lucy fascinates Syd, and the pair hit it off. But when Syd calls on Lucy to do an assignment for the magazine, their friendship soon grows into something much more.