Near the end of World War II, Gen. Dietrich von Choltitz receives orders to burn down Paris if it becomes clear the Allies are going to invade, or if he cannot maintain control of the city. After much contemplation Choltitz decides to ignore his orders, enraging the Germans and giving hope to various resistance factions that the city will be liberated. Choltitz, along with Swedish diplomat Raoul Nordling, helps a resistance leader organize his forces.

Cult filmmaker Russ Meyer takes on directorial duties in Zugsmith s adaptation of the notorious erotic classic Fanny Hill. Set in pre-Victorian London, young Fanny finds herself taken in by a madame at one of the city s most elite brothels. A strange mix of Zugsmith s surreal slapstick and Meyer s trademark buxom beauties and thoughtful satire, Fanny Hill is an over-the-top saga of low-rent thrills in high-brow settings.