An ex-porn star inherits a posh body building club in San Francisco. To her pleasant surprise a veritable round-robin of erotic aerobics takes place behind the club's closed doors. She soon realizes the secret to the club's success -- sex and plenty of it!

Count Henri de Prave revisits the French bistro where he played a small part in the downfall of the Nazis years earlier. He recounts the story of how the evil Nazi Commandant Max von Hildebrandt, a friend of the Count, came to France with his sadistic ways and his ultimate downfall.