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.

Young, pretty and innocent, Fanny Hill has lost her parents and must find her way in life amidst the perils of turbulent 18th-century London. She's fortunate enough to rapidly find a place as chambermaid of the effusive Mrs. Brown, who lives in a large house teeming with female 'relatives' in negligée and with very relaxed manners. She also insists that Fanny alone meets various gentlemen who show an ardent interest in her.