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When New York film critic Myron Breckenridge undergoes a sex-change operation in Copenhagen, he ceases to exist, except as a white-suited phantom alter ego that hovers around his new identity, Myra Breckenridge, the All-American Woman whom "no man will ever possess." Myra, posing as the "late" Myron's widow, arrives at her Uncle Buck Loner's acting academy in Westwood, California, to claim an inheritance of half the land on which the ex-cowboy star has created his lavish training ground for screenstruck Hollywood hopefuls. Outraged, Buck and his attorneys begin a series of desperate legal attempts to invalidate her claim; meanwhile, Myra is offered a position on the faculty as instructress for a posture and empathy class. The crusading Myra begins her true quest: the ruination of American manhood. After ingratiating herself with a young acting student, Rusty, she lures him to the infirmary after hours so they may be alone. On the pretext of measuring him for a special orthopedic brace, Myra straps the naked Rusty to an operating table and rapes him mercilessly from the rear, whipping him in the process. Later, the disillusioned youth ends up at the beach retreat of singer and talent agent Leticia Van Allen, who finds him the best in a long and illustrious list of studs. Mary Ann, Rusty's adoring girl friend, is distraught over his behavior and comes to Myra for consolation, but instead her teacher tries to seduce her. When the attorneys discover that no evidence exists of Myron's marriage or demise, Myra hoists her skirt and reveals to the shocked witnesses the scar from her operation. After leaving the estate, she is hit by a car but awakens in the hospital as Myron. He is disturbed to find himself without large breasts, but later he seems resigned to coexistence with his feminine counterpart as he and Myra dance down the street together.