While eating breakfast in a downtown Los Angeles, California, coffee shop, women’s sportswear executive Eli Kahn laments his lack of a romantic relationship to his best friend, painter Arthur Blue. At the same time, Blue, is jealous that his live-in girl friend, Cyd, has lunch with a rival artist, Chuck King. Blue argues that King is an inferior artist and a sellout, but Cyd denies they are having an affair. That night, Blue quits his job at a printing firm and sneaks into Eli’s Hollywood Hills home. When Eli arrives with his date, Libby, Blue interrupts their lovemaking to share his news, and the trio retires to the fast food restaurant Fatburger for a midnight snack. Blue announces he wants to take his career more seriously and find a gallery for his work. Eli explains that Blue had an exhibition four years earlier and went to jail after beating up the Los Angeles Times art critic. Cyd walks into the restaurant with King, and apologizes to a crestfallen Blue for lying about the affair. The next morning, Cyd returns to Blue’s downtown loft to collect her belongings. Blue begs her to stay, but she argues that he values his work over their relationship. Sometime later, Eli’s father, Max Kahn is hospitalized and informs his son that the family sportswear business is in trouble. Elsewhere, Blue goes to the T. Ray Gallery and demands to see the owner, Terry Ray. Terry’s assistant, Liliane, attempts to deter the artist, claiming his work objectifies women. However, Terry, inspired by Blue’s painting of pinup Bettie Page, offers him a show in six weeks. Terry requests twelve paintings and informs Blue that he takes sixty percent of any sales. Later, Blue works with his model, Candy Keen, and acknowledges that he misses Cyd. When he and Eli attend the opening of Cyd's lover’s art show at Terry’s gallery, Blue becomes intoxicated and makes a scene. Liliane catches Eli’s attention before he is forced to escort Blue away. Back at Eli’s home, Blue warns that Liliane is a militant feminist. Just then, Eli gets a telephone call and learns of his father’s death. The next day, Blue negotiates an inexpensive casket on Eli’s behalf, and that night, Blue takes Eli to T. Ray gallery to show him how the space looks without a crowd. Although they arrive after hours, Liliane allows them in and Eli flirts with her. Sometime later, Eli goes to Blue’s loft and finds his friend passed out, holding photographs of Cyd. Eli cleans up the studio and puts Blue in the shower to wake him up. Wanting to encourage Blue to enjoy life, the men meet Candy at a grocery store. When Eli suggests they go to her apartment, he cooks them dinner. Afterward, Candy initiates a ménage à trios, but Eli eventually leaves. The next day, the Times’ critic, Warren Williams, visits Blue to see his new work, assuring the artist that he values growth, and that his opinion can help bolster his career. Meanwhile, Eli sees Liliane at a health club, but she refuses his invitation to dinner. Sometime later, as Blue paints, Candy presses him to discuss their relationship, but he wants the passion between them to remain on his canvases. Elsewhere, Eli finally succeeds asking Liliane for a date. After dinner, she does not invite him to her apartment, but she makes love to him in his car. The following day, Eli is confused about Liliane’s behavior and insists that he needs romance, while Blue reveals that he finally sold a painting. Blue visits his romantic rival, King, and they make amends about the affair with Cyd, but when she returns from shopping, Blue asks her to move home. Although he promises things will be different, she insists on staying with King. Eli is patient as he continues his affair with Liliane, but she remains emotionally distant. At the gallery, Blue tells Liliane that he doesn’t understand what Eli sees in her, and Terry announces that he has sold three more of Blue’s paintings for $24,000. In celebration, Blue, Eli, and Liliane go to dinner and Blue explains his interest in fetish art. As Liliane declares his art is a joke, Blue insults her, but apologizes and she kisses him. The three go dancing and Eli senses a physical chemistry between Liliane and Blue. Later, Eli insists that he and Blue play racquetball in front of Liliane, then provokes a fistfight with his friend. In time, Eli visits the loft to apologize and Blue pays back money he borrowed. On the night of his opening, Blue reassures Candy that she is important to him, and Cyd tells him she is happy for his success. As Eli lingers outside the gallery, Liliane attempts to lure him inside, but he is angry that Blue is accepting adulation from the same people who criticized his work four years earlier. After the show, Terry announces that all the paintings sold and he has orders for Blue’s next show. Alone with Liliane, Blue regrets that Eli did not attend. However, she reveals his friend was outside, but did not come in because of her. Excited by Blue’s newfound success, Liliane seduces him on the floor of the gallery. At breakfast the following morning, Blue confesses about the affair to Eli and Blue breaks down in tears. As Eli leads Blue from the café, the friends admit that they each want what the other has, and reaffirm their friendship.