Philosophy professor Abe Lucas is at rock bottom emotionally, unable to find any meaning or joy in life. He feels that everything he's tried to do from political activism to teaching hasn't made any difference. Abe gets involved with two women: Rita Richards, a lonely professor who is unhappy in her marriage; and Jill Pollard, his best student, who becomes his closest friend. Pure chance changes everything when Abe and Jill overhear a stranger's conversation and become drawn in.