Richard Cooper (Chris Rock) is a very happily married and professionally successful man. He is perfectly content with his home life in suburban New York with his lovely wife Brenda (Gina Torres), a teacher, and his two young children. There is one problem in his marriage: their sex life has stagnated, leaving Richard frustrated and sex-starved. At one point, Brenda accuses Richard of being on the Down-low (sexual slang). During those dull days at the office, he occasionally fantasizes about other women, but never acts upon his impulses.