Paul Lawrence is a working class man who dates Cara, sells shirts at a Sydney department store, and dreams of attending art school. Cara leaves for London and Paul becomes the protege of designer Marie Rosefield. Through this he enters the 'set', the world of Sydney art society. Rosefield is friends with Mark Broniski, an artist who commissions Paul to design a set for British stage director, John L. Fredericks. Paul is helped by art student Tony Brown, who is dating Paul's cousin, Kim Sylvester. Paul and Tony begin a homosexual affair. Kim's mother Peggy has an affair with Boronoski.

A woman artist's affair with a younger man jeopardises her marriage, her career and her child's future. He personifies the nihilistic philosophy of Albert Marcuse and tries to manipulate her. Her dependence on him forces her to reassess all the values of her art and life. We observe these events at three levels; a woman writer uses them as the basis of a play and in the process reveals parallels in her own experience.