Lil Hutton (Faye Dunaway) serves as the sleek, sophisticated proprietor of a high-end Los Angeles brothel that's doing great business until problems -- including death and pregnancy -- begin to crop up with her carefully groomed staff. Everyone, it turns out, has a secret, including the law student (Donna Dixon) moonlighting as a hooker and even the boss, who's maintaining a smoldering long-term liaison with the charming Doug Corbin (Louis Jourdan).