Tony arrives in Los Angeles after escaping from a group of New York gangsters. Tony learns that Jamie, a widow, has inherited $40,000, and he decides to swindle her of the money to pay his debts. Tony finds Jamie at a bar she runs for the local homosexuals and lesbians, and he soon seduces her. He persuades her to let him move into her large home which she shares with her attractive daughter, Kim, and a transvestite, San Francisco Bill. Tony seduces Kim, but he must share her with Virginia, another resident of the house who has been having a lesbian affair with Kim. Jamie is happy with Tony; she sets him up with a nude modeling agency and throws a party to celebrate the opening of the agency. Jamie threatens to kill Tony when she finds him making love with Kim, but he offers to leave Kim alone if Jamie will give him $5,000. Jamie gives him the money, but Tony reneges, sleeps with Kim again, and Jamie shoots him.