At age 26, Carol has divorced her husbanded and moved from Los Angeles to San Francisco to start her live over. Having been a virgin when she married her much-older husband, she knows little about sex, and does not want to appear lonely or desperate. Nevertheless, she immediately begins having sex with a string of people, including with the painter across the hall, who gets get drunk; a 19-year-old sailor in the city who mistakes her for a hooker; a group of several bearded beatniks and one silent girl she meets in a North Beach club; a masochistic chamber music composer who lives downstairs; and a lesbian.

Meanwhile, Carol's ex-husband decides he wants her back. He shows up at her apartment drunk and asks her to remarry him. He then tries to rape her, but the painter saves her.

Carol begins drink more and more, becomes more sadistic with the composer, and slowly spirals out of control...