In the 18th century, the Marquise de Merteuil (Annette Bening), a beautiful wealthy widow, learns from her cousin Madame de Volanges (Siân Phillips) that Volanges' 15-year-old daughter Cécile (Fairuza Balk) has been betrothed to a middle-age man named Gercourt (Jeffrey Jones)—Merteuil's own secret lover. Volanges confides in Merteuil that the arranged marriage required that Cécile be raised in a convent to ensure her chastity. Unaware that Merteuil is Gercourt's paramour, Volanges reveals that according to Gercourt, he is having trouble breaking off relations with his "former" mistress who is mentally unbalanced.