The first portion of this film is a documentary on the adults-only entertainment industry prevelent in London's Soho District. The second details the trials and tribulations of a struggling photographer, his unsatisfied wife, and their friend Emmanuelle, as they try to make it big in Soho. They decide their ticket to success will come by blackmailing a wealthy adult film tycoon.

In a small coastal California town, Henry and Nicky are pals from blue collar families with only a short time before they ship off to World War II. Henry begins romancing new-to-town Caddie Winger, believing her to be wealthy. Mischievous and irresponsible, Nicky gets into trouble which forces the other two to become involved, testing their relationship, as well as the friendship between the boys.