The madcap life of eccentric Mame Dennis and her bohemian, intellectual arty clique is disrupted when her deceased brother's 10-year-old son Patrick is entrusted to her care. Rather than bow to convention, Mame introduces the boy to her free-wheeling lifestyle, instilling in him her favorite credo, "Life is a banquet, and most poor sons of bitches are starving to death."

While escaping war-torn China, a group of Europeans crash in the Himalayas, where they are rescued and taken to the mysterious Valley of the Blue Moon, Shangri-La.