Grace Quigley is nearing the end of her life, living alone in her New York apartment. On the day she's being evicted, she witnesses a murder being committed by a top hit-man, Seymour Flint. She proposes to blackmail him into killing her, however, she has one or two friends she wants him to get rid of first.

While attending a retrospect of his work, a filmmaker recalls his life and his loves: the inspirations for his films.