Two different men each find their true meanings in life. Leslie and Tony, two lower middle-class bachelors, are bosom friends. Leslie is a wandering soul who seems unable to settle down. He give got fired and his girlfriend left him. Tony is a frustrating musician and a part-time worker at an elderly home. He doesn't like old people, but works there only to get close to his dream girl WAI.

Carole and Mandy have just become neighbors in a luxury apartment complex. Mandy is a successful career woman, educated and independent. Carole is a kept woman, dreaming of the day when her businessman lover will divorce his wife to marry her. Through Mandy, Carole meets Edgar, a neurotic headwaiter. She breaks off her affair with the businessman, but Edgar is still masochistically involved with his old girlfriend Alice. Carole realizes that she still has a lot to learn about life. And nothing is going to stop her from learning it.