In this fascinating and unconventional examination of the creative process, an artist near the end of his career finds new inspiration in a young model. Edouard Frenhofer (Michel Piccoli) is a famous and well-respected artist who lives in a comfortable estate in the French countryside. At the age of 60, Frenhofer considers his career as a painter to be over; he says he no longer feels any inspiration to create, and his last attempt at a major work, a nude study of his wife Liz (Jane Birkin) called "La Belle Noiseuse" (The Beautiful Nuisance), has sat unfinished for ten years. Just as Frenhofer has lost his enthusiasm for his art, he has also lost his passion for Liz; their relationship is polite and friendly, but without enthusiasm. When Frenhofer tells Nicolas (David Bursztein), his young protege, that he no longer feels the desire to paint, Nicolas suggests that he needs a more inspiring subject, and he offers his girlfriend Marianne (Emmanuelle Beart) as a model. Frenhofer is taken with Marianne's beauty, and, with Liz's cool approval, he and Marianne spend several arduous sessions together, exchanging ideas and opinions as Frenhofer methodically attempts to create a final masterpiece.
Jeanne lives in Paris and believes she is the reincarnation of Don Juan. She visits a priest and tells him she has killed a man. He comes to her elegant flat - her father has died leaving her rich - and she tells the priest stories about men she has seduced. The seduction is easy, she tells him, it's destruction that takes planning. We watch her with an upright elected official, a wealthy boor, and a folk singer. She describes herself as a spider. Her friend Léporella tries to be Jeanne's conscience. What does Jeanne want?