In Depression-era Winnipeg, a legless beer baroness hosts a contest for the saddest music in the world, offering a grand prize of $25,000.

Set in empty junkyards of Winnipeg, Sabu works in a pornography store and we view him as he approaches the end of his quest to sleep with 2000 men (which is eased by the fact that he works at a porno store). For his final conquest, he desires someone special and has chosen the eccentric character Happy to be his 2000th lover. Throughout out all of this, the town in impending doom as a flood of biblical proportions approaches.