The 12 years old well-bred Lonnie meets the impudent Karen on the street. They spend some time together and Karen teaches Lonnie some of her favorite occupancies, like make-up, shoplifting, skipping school and lying to the parent about it, but confessing to the priest later. But Karen also learns some honesty from Lonnie. A film about social differences and growing up.

A former boxer known as Old Leather Face opens a nightclub called the Zoo, which does not do a good business. A group of homeless teenagers want to rent the place and start what they hope will be a profitable business, but a gang threatens to shut it down. Old Leather Face accepts the teenagers offer and becomes involved with trying to help them succeed.