In New York City, fifty-year-old philosophy professor Marion Post lives with her second husband, a cardiologist named Ken, and at times his daughter, Laura. Taking a sabbatical to write a book, Marion sublets a downtown apartment as an office so she can work without distraction. One morning at her office, Marion overhears a sexually revealing therapy session from the neighboring apartment and covers the air vent with pillows to mute the sound. However, she awakens later from a nap by the testimonial of a mournful woman, who believes her life is based on deception and considers suicide. Peeking outside her door, Marion spies a pregnant young woman, composing herself. At a birthday party that evening, Marion’s friends, Mark and Lydia, complain about the thin walls of new buildings and note that their love-making on the floor was interrupted by the superintendent, who mistook their noises as danger. Later at the party, Ken and Marion reminisce about their relationship, but he dismisses her inquiry about making love on their own floor. The next morning Marion hails a cab after waiting for Lynn, her brother Paul’s wife. However, Lynn arrives just in time and asks for money as Paul and her are divorcing. Inquiring why Paul didn’t ask her in person, Marion is surprised to learn that her brother detests her. Later, at her office, Marion removes a pillow from the air vent and eavesdrops on the pregnant young woman, who doubts the sanctity of her marriage and expresses desire for a former lover. Just then, Marion remembers her and Ken’s engagement party. There, Ken’s close friend, Larry Lewis, took Marion aside, kissed her passionately, and cautioned that her decision to marry Ken was based on self-deception, not true love. As partygoers later toast the couple’s future, Ken’s former wife, Kathy, arrived uninvited. As she tearfully returned a box of Ken’s belongings, she declared that she was in the hospital when Ken began his affair with Marion. Back in the present, Marion and her stepdaughter, Laura, drive to the country home of Marion’s father, a widower. The elderly gentleman complains about Paul, and refuses to give his wayward son more money. Looking at photographs, Marion remembers that her father pressured Paul to accept menial work at a paper box factory so Marion could accept her elite college scholarship and leave home. Later that evening, Marion drives back to the city and takes Laura to a club to meet Scott, her boyfriend. Just then, Marion sees the psychiatrist’s pregnant young patient walking down the street and follows on foot to a theater. There, Marion is unexpectedly reunited with a childhood friend named Claire, who is now a famous theatrical actress, and her husband Jack, a theater director. Despite Claire’s reluctance, they go to a bar, where Claire accuses Marion of seducing Jack, as well as a former love interest named David. However, Claire concedes that Marion is oblivious to her own actions. After a sleepless night, Marion realizes her wedding anniversary to Ken is that Friday. Haunted by Claire’s recrimination, she asks Ken if she lured him away from his wife, but he insists he instigated their affair. That day, Marion visits Paul’s office and he tells her that she once castigated his writing. In the evening Marion attends the theater with Ken, Lydia, and Mark, followed by dinner. A woman at the next table interrupts the group and introduces herself as a former student of Marion’s. She states that Marion changed her life and admires her. The next day, Marion fantasizes about walking into the pregnant woman’s session. There, she tells the analyst that the young woman is suffering from self-deception, but she is unwilling to abandon her own myths. Marion then imagines her father entering the office, expressing regret that he loved another woman more than his wife. As Marion’s daydream continues, she finds herself meeting the pregnant woman at a theater rehearsal, where Claire’s husband, Jack, is directing a play based on Marion’s life. Performing the role of “Marion,” Claire argues with Ken about their passionless marriage, and his resistance to making love on the kitchen floor. When Ken claims the character “Marion” uttered the name “Larry” in her sleep, the true Marion envisions a reunion with Larry, who is now married with a daughter. She admits to never reading his book, and Larry reveals that she inspired the character “Helenka.” As Larry leaves, Jack informs Marion to stay for the “finale” of the fantastical play that portrays the suicide of her first husband and former professor, Sam. The man apologizes to Marion for seducing her. Back in the present, Marion returns home and argues with Ken about their sexual abstinence. However, Ken contends the lapse of passion is only fleeting. Sometime later, Marion enters an antique store to shop for Ken’s anniversary present, and finds the pregnant woman crying at the sight of Gustav Klimt’s painting “Hope.” The reproduction is a portrait of a girl with a swollen, gestating belly. Sharing their former aspirations of becoming artists, the two women walk through the city and stop for lunch. At the restaurant, Marion regrets prioritizing her career over being a mother, and reveals that she defied Sam’s wishes to be a father by having an abortion. Back at her office, Marion overhears the pregnant woman report to her psychiatrist that Marion saw her husband, Ken, and their friend, Lydia, sharing a romantic encounter at the restaurant that day. She empathizes with Marion’s experience of self-delusion and loss, but fears becoming like her. Back at Marion’s apartment that evening, she confronts Ken about the affair with Lydia, but he argues it is nothing serious. Marion muses that she should have been aware of his predisposition to infidelity, since their relationship was spawned from adultery. Sometime later, Paul discusses the irony that he and Lynn are restoring their marriage while his sister and Ken are divorcing; the siblings agree to spend more time together. Later, Marion knocks on the door of her psychiatrist neighbor and admits she can hear his patients’ sessions. When he resolves to find a solution, Marion asks for the pregnant woman’s contact information. The psychiatrist reports that the girl ended her treatment and he does not know her whereabouts. In time, Marion successfully progresses with her writing and becomes more insightful about her emotions. Curious about others’ perceptions of her, she remembers Larry’s book, and his portrayal of her as the character “Helenka.” Reading about their first kiss, Marion learns Larry fell in love with her from the start, and that he would never love another woman with such fervor. Despite that moment of passion, Larry realized that Marion was frightened of such strong emotions, and would always try to stifle her true feelings. Back in the present, Marion closes the book and wonders if memories are lost to the past or if they continue to breathe life in her consciousness.