Old Tobias Clark hires psychologist Dr. Varlay (Kay Parker) to help him come to terms with a regretful decision he made in his youth. He gave up love for money, and let the haunting beauty Lilly slip through his hands. While working on the case, Dr. Varlay probes her own patients to find their definition of "desire," a word Lilly used as she walked out of Tobias' life.

Paul is married to Andrea and they love each other very much but have become bored in the bedroom. They’ve tried all sorts of role-play fantasies and kinky sex, but decide to buy a swinger’s magazine out of curiosity. They decide to meet up with Tom and Marie, who owns a 32-foot yacht. They have a good swap session but want to keep looking. They finally end up at the Venus Swing Club but are surprised by what they see.