Rosemary, an aspiring painter and free spirit, moves to Venice, California where she hooks up with Tom, a charismatic gallery director.  Their intense chemistry quickly and unexpectedly evolves into a serious relationship. This passionate romance is juxtaposed with Tom's best friends, May and Donald, dealing with the monotony of their long marriage and the possibility of starting a family.  Complicating everything is Leo, Rosemary's oft inappropriate yet earnest best friend from high school.   All their feelings about the nature of love will put their relationship choices to the test and the answers aren't always black and white.