In eighteenth century France, the Marquise de Merteuil (Annette Bening), a beautiful wealthy widow, learns from her cousin Madame de Volanges (Siân Phillips) that Volanges’ 15-year-old daughter Cécile (Fairuza Balk) has been betrothed to a middle-age man named Gercourt (Jeffrey Jones)—Merteuil’s own secret lover.