Elizabeth (Kim Basinger) is a shy and reserved art gallery employee who meets John (Mickey Rourke), a confident and sophisticated Wall Street trader, at a restaurant. The two quickly become involved in a passionate and intense affair, marked by an array of sexual games and seductive behaviour. As John draws Elizabeth further and further into his world, she begins to lose her sense of self and becomes obsessed with him. John is often distant and cold, but Elizabeth is unable to let him go, even as his behavior becomes increasingly erratic and controlling. John is clearly the dominant partner, using his wealth and confidence to manipulate and control Elizabeth. However, as the relationship progresses, it becomes clear that Elizabeth is not only a willing participant in their games but also has her own power and control over John. Their relationship is depicted as a complex and nuanced exploration of desire, power, and control, and as it becomes more obsessive, it becomes clear that neither of them is entirely in control, and that their connection is constantly in flux.

Pathway (near Williamsburg Bridge) Delancey Street South & FDR Drive, Manhattan.

Ridge Street and Delancey Street, Manhattan.

Washington Street and West 14th Street, Manhattan.

Cortlandt Alley (btw White Street and Franklin Street) Manhattan.

Spring Street Gallery, 101 Spring Street and Mercer Street, Manhattan.

Shop, 75 Mulberry Street (btw Canal Street and Bayard Street) Manhattan.

Mulberry Street (btw Bayard Street & Canal Street) Manhattan.

otsoNY Comments: The Chelsea Market at that time was located on the 6th Avenue parking lot, between 25th Street and 26th Street in Chelsea, but today it has an apartment complex.

Chelsea Market, 6th Avenue (btw West 25th and 26th Street) Manhattan.

House Boat, 79th Street Boat Basin, Hudson River, Manhattan.

Subway Arcade, Surf Avenue and Stillwell Avenue, Coney Island.

Wonder Wheel, Coney Island, New York.

Boardwalk West, Coney Island, New York.

Elizabeth's Apartment, 838 West End Avenue (btw West 100th and 101st Streets) Manhattan.

John's Apartment, 454 West 45th Street (btw 9th & 10th Avenues) Manhattan.

otsoNY Comments: Comme des Garons store in SoHo changed to Prada Sport, and more recently Ray-Ban.

Comme Du Garcons Store, 116 Wooster Street (btw Prince and Spring Streets) Manhattan.

Ferry Slips 6 and 7, Governors Island, New York.

Clock Tower, 346 Broadway and Leonard Street, Manhattan.

John's Office, 195 Broadway and Fulton Street, Manhattan.

Bar, 176 Mulberry street and Broome Street, Manhattan.

Algonquin Hotel, 59 West 44th Street and 6th Avenue, Manhattan.

Cafe Des Artistes, 1 West 67th Street and Central Park West, Manhattan.

Franklin Place (btw Franklin Street and White Street) Manhattan.

Bloomingdale's, 1000 3rd Avenue and East 59th Street, Manhattan.

otsoNY Comments: Kauffman & Sons has since closed and the building has been demolished.

Kauffman & Sons, 139-141 East 24th Street (btw 3rd and Lexington Avenues) Manhattan.   Kauffman & sons In 1899/1900 Herman Kauffman, Harness became H. Kauffman's Sons, Harness. Herman Kauffman (born Prussia 1841, immigrated to U. S. 1867?, died ca. 1930) founded the company in the late 1870s. His sons were Isidor Kauffman (1875-1947) and Jacob Kauffman (1876-1958). The first listing in New York city directories appears in Trow, 1880, as "Kauffmann Herman, harness, 23 Canal, h 3 Essex." The Kauffmans are recorded in the U. S. Census of 1880 at 3 Essex St., Manhattan. Herman was "40, born Prussia, Harness Maker," and his sons were Isadore, 5, born New Jersey, and Jacob, 3, born New York. From 1881 to 1888 the business was located at the family home, 3 Essex St. Then from 1889 to 1902 there were several locations on Division St., from 1903 to 1906 at 316 Rivington St., from 1906 to 1919 at 206 Division St., and from 1919 to 1922 at 193 Division St. In the late 1900s they became known as H. Kauffman & Sons Saddlery Co., which was the company that moved to 139 E. 24th St. in 1923

Chelsea Hotel, 222 West 23rd Street (btw 7th and 8th Avenue) Manhattan.

Sex Club, West 42nd Street (btw 7th & 8th Avenues) Manhattan.   Times Square 1950 - 1990 The general atmosphere changed with the onset of the Great Depression in the 1930s. Times Square acquired a reputation as a dangerous neighbourhood in the following decades. From the 1960s to the early 1990s, the seediness of the area, especially due its go-go bars, sex shops, and adult theaters, became an infamous symbol of the city's decline. In the 1980s, a commercial building boom began in the western parts of the Midtown as part of a long-term development plan developed under Mayor Ed Koch and David Dinkins. In the mid-1990s, Mayor Rudolph Giuliani (1994–2002) led an effort to "clean up" the area, increasing security, closing pornographic theaters, pressuring drug dealers and "squeegee men" to relocate, and opening more tourist-friendly attractions and upscale establishments. Advocates of the remodeling claim that the neighborhood is safer and cleaner. Detractors have countered that the changes have homogenized or "Disneyfied" the character of Times Square and have unfairly targeted lower-income New Yorkers from nearby neighborhoods such as Hell's Kitchen. In 1990, the state of New York took possession of six of the nine historic theatres on 42nd Street, and the New 42nd Street non-profit organization was appointed to oversee their restoration and maintenance. The theatres underwent renovation for Broadway shows, conversion for commercial purposes, or demolition.

John's Apartment, 454 West 46th Street (btw 9th & 10th Avenues) Manhattan.