An impotent sailor falls in love with madam of a whorehouse.

Sylvia, Dawn, and Lana are three young woman having just been released after serving three months in a "detention home" in Florida when they move to New York City and plan to set up a brand new whorehouse just three miles from a naval base on Staten Island. On opening night, three sailors pay them a visit: shy and nervous Big Bill, scrawny and doltish Wendell, and short and beefy Spots. The blonde Dawn hooks up with Spots, while Wendell gets full treatment from Lana in another room, where they are soon joined by Misty, another prostitute who joins them for a threesome. During this, Big Bill hooks up with Sylvia, the de facto Madame of the brothel, who tries to break his timidness and bring out the "beast" in him. After having sex, Bill falls in love with Sylvia and presents her with an engagement ring and a moral dilemma: to keep on hooking or to settle down with Bill.—Larry B.