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Packard Schmidt (Julian Sands) is a burnt-out, middle-aged college English professor at a small third-rate college. In a desperate attempt to restore some sense of vitality to his lonely existence, Schmidt embarks on a series of impulsive romantic exploits in Las Vegas that lead him into the arms of Sally (Katherine Towne), the daughter of his best friend Frank (John Savage). As Schmidt's love for Sally turns into obsession, he is catapulted into a world filled with secrets, desire and a chance encounters that culminate in eventual disaster.