In this darkly comic tale of love and infidelity, Carla (Heather Graham) and Lou (Natasha Gregson Wagner) are both waiting outside an brownstone in Soho and happen to strike up a conversation. It seems both of them are waiting to meet their respective boyfriends, and as they discuss the bright, funny, romantic and monogamous men they've been lucky enough to become involved with, they make a surprising discovery -- they're both waiting for the same man, Blake (Robert Downey Jr.), an actor, musician and compulsive womanizer. As they compare notes on the man they've been unknowingly sharing and what they should do about the situation, Blake arrives and quickly starts trying to talk his way out of the disastrous situation. Writer and director James Toback claims he was inspired to write this project for Robert Downey Jr. after seeing a news report showing him in jail after violating parole regarding an arrest for drugs; Two Girls and a Guy was written in four days and shot in eleven days on a single set, and features excellent performances from Downey, Heather Graham, and Natasha Gregson Wagner.