A British intelligence agent, known only as "The Eye" (EWAN McGREGOR), is an expert at surveillance. Assigned to track a possible embezzler, The Eye instead begins to follow Joanna Eris (ASHLEY JUDD), a mysterious woman who murders that man. Getting help from Hilary (K.D. LANG), his contact back at headquarters, The Eye trails this woman, watching and listening to her every move.
Although is work is solitary, The Eye isn't alone as he's often accompanied by visions and/or hallucinations of his long-lost daughter, Lucy (ANN-MARIE BROWN, KAITLIN BROWN) with whom he casually interacts. The Eye isn't a happy man, assuming all blame for the loss of his wife and daughter, but he's good at what he does and continues his surveillance of Joanna.
As such, he finds himself on a cross-country pursuit of her as she travels from city to city, always assuming a new look and identity. Learning of her criminal past, The Eye visits her former mentor, Dr. Brault (GENEVIEVE BUJOLD), while Joanna takes up with several men, including Alexander Leonard (PATRICK GERGIN), a blind vineyardist, and Gary (JASON PRIESTLEY), a sadistic druggie.
Despite her murderous ways, The Eye finds himself increasingly becoming obsessed with Joanna and soon begins intervening in her life, repeatedly preventing her from being captured by the police who are also now on her trail. As the surveillance expert becomes progressively more involved in Joanna's life, he opens himself up to the possibility of facing the wrath of black widow type ways.