Black and white night shots of urban streets. Tinkling, noodling piano, more going in circles than playing a melody. Seen from street level, a man and woman undress in front of an upper-story window. Close up shots in a bar: ice cubes, a bottle, a highball glass on a shiny bar top. Evelyn Claire, herself black and white with her pale complexion and raven-black hair, sidles up to Seth Gamble at a barstool, tells the bartender, "I'll have what he's having."

When Gamble snarks that he hasn’t ordered yet and isn’t keen to guess what she wants and be on the hook for two drinks, Claire takes the lead, throwing a C-note on the bar and saying, "On me. Two whiskeys. The best you've got."

They chat, and drink, loosening up. He says that he's a private investigator working on insurance fraud. He spots her wedding ring: "Married much?" She says she's polyamorous and her husband is unaware of her extracurricular activities.

Elsewhere, Queenie Sateen and Nathan Bronson hook up. Irrelevant sex scene? We'll see.

The next morning, Claire brings coffee to Gamble's motel room, and tries to engage Gamble to check up on her husband, who's stuck in a shady business deal. Gamble tells her that her husband already hired him to see if she was having an affair. Claire laughs, "He didn’t hire you, I did. How do you think I knew where to find you?" She tries to entice him with a massive wad of C-notes, while ignoring her phone buzzing in her purse as Robby Apples, elsewhere, runs up an alley frantically yelling, "PICK UP!" into his cell phone. Gamble takes the gig, checking out her purse—and finding a gun in it—as she places the money on a table and then abruptly leaves, saying, "I'm sorry." We follow Claire when she walks in on Lumi Ray, who says she was trying to call Claire and undresses her as they take a shower together and finish in bed.

In a dimly-lit office, Bronson confronts a tied-up Apples, taunting him: "I hacked your computer. And you're supposed to be the smart one." Tells Apples that he found the money Apples stole from him, and he's going to get it back, using a golf putter to coerce Apples into giving up a password. Bronson's torture/interrogation of Apples is interrupted by a phone call. "It's for you." He holds up the phone for Apples to hear. An anguished woman's voice: "Give him the fucking pass code! This bitch is going to kill me!" As Apples, defeated, starts to write it down, Gamble enters, overpowers Bronson—and is confronted by Sateen, leveling a gun at him. As Gamble warily eyes Sateen and Bronson, recovering, comes to her side, Apples frees himself from his bonds. Gamble shoves Apples into Sateen and Bronson and heads for the door. And faces a woman bearing a gun. Gamble raises his hands in surrender. Blackout. Two gunshots. End of Part 1.

Part 2 begins with Apples running in on Scarlett Alexis and telling her, "You won't believe what has happened to me." She dismisses it, saying, "I don't want to hear about what you went through. Sit. It's time for you to fuck me," punctuating her petulance with whaps on the white couch with a riding crop until he acquiesces. When Gamble confronts Ray at her apartment, she asks, "How did you find me?" and Gamble points out that the bloodstained page she has with the passwords is useless now.

Back at the bar, Claire blows off Gamble when he says he wants to get paid, asking, "Did I say we were done?" and following up by visiting his motel room with a conciliatory bottle of wine in her hand, declaring, "I don't sleep with my employees ... you're fired." A sex scene and a fadeout later, Gamble is awakened by a knock on the door, arrested, handcuffed and perp-walked naked by two arresting officers. Meanwhile at the bar, Alexis and bartender Lucky Fate hook up, leading to her enigmatically saying she has a client and he's "mixed up with some bad shit ... I know too much. I should have just ghosted you." Gamble, still naked, gets interrogated by two cops, stoically observing, "I'm fucked," as he realizes he's been framed for the missing money and Claire's disappearance. And when Claire and Alexis confront each other, the loose ends get tied up as flashbacks explain what's been going on.

Visually intriguing, with rapid-fire editing and alternating color and black and white—sometimes in the same shot—and with a storyline with more twists and turns than a roller coaster, Ulterior Motives received nominations in six categories for the 2025 AVN Awards: Grand Reel, Best Supporting Actor for Nathan Bronson (who won), Best Screenplay – Feature/Extended Work for Wit Maverick, and a 1-2-3 hat trick for James Avalon with Best Cinematography/Best Editing/Outstanding Directing – Individual Work.