When a New York lawyer realizes that he is the latest in a long line of Holly's discarded lovers he decides to get even with her. In order to blackmail her, he gets a gangster to secretly film Holly with her new lover in their hotel room.

Smooth operator Arlo is setting up an erotic musical in New York. Lialeh, a talented girl who wants a singing career and doesn't mind doing nudity or having sex, joins the show.