As a number of leading figures on the international fashio scene assemble for a major show, their personal and professional crises come to a head. Paul Sorvino plays Lorenzo manchini, a famous designer who has learned that he only has a short time to live. As he tries to make peace with his wife and long time partner (Peter Gallagher), he also tries to mend his failing relationship with his son. Estelle Warren plays a celebrated young model who has to make the choice between earning a living and keeping her self respect.

Cutting-edge designer Roberta (Rita Wilson) is scrambling to pull together her latest collection as her employees start to leave her fashion house one by one. Her best friend and business partner Camille, looks likely to be the next to leave the nest as she becomes involved with Jamie (Jeff Golblum) who works for a rival designer. And an editor of a fashion magazine (Joanne Baron) has to confront her past when her daughter Hayley (Michelle Williams) whom she has not seen in twelve years turns up at her office. All the characters have one thing in common- they are all trapped in the machinery that makes the fashion business move and breathe, where the clothes are unsellable, nevermind unwearable!