A young woman wanders around New York City and stumbles across a number of strange characters and settings that represent the "underground" areas of the city. She sees stand up comedy in Central Park, a prostitution auction, a voodoo ceremony, an S&M club, and a number of very interesting performance artists. These are just a few of the sights and sounds of New York that she encounters.

New York director Edward Thompson is making his latest "all male! all action!" triple-X feature, but there's another movie running in his head -- a film of fantasies about an ex-lover, his current cast, and the two young men across the courtyard.