Born to a rich landowner in the waning days of the Victorian era, Ursula Brangwen grows into a beautiful young woman full of imagination and ambition. The free-spirited Ursula begins to feel trapped by her prim surroundings, but her life changes when she has an erotic experience with Winifred, a bisexual teacher. From then on, Ursula puts all of her passion and creativity into the pursuit of sexual fulfillment. But her insatiable quest becomes a source of anguish.

Seymour Krelborn is a nerdy orphan working at Mushnik's, a flower shop in urban Skid Row. He harbors a crush on fellow co-worker Audrey Fulquard, and is berated by Mr. Mushnik daily. One day Seymour finds a very mysterious unidentified plant which he calls Audrey II. The plant seems to have a craving for blood and soon begins to sing for his supper.