Diana, a beautiful but shallow and easily distracted model and failed actress, toys with the affections of several men while attempting to gain fame and fortune in Swinging London.

A young Englishman dreams of escaping from his working class family and dead-end job as an undertaker's assistant. A number of indiscretions cause him to lie in order to avoid the penalties. His life turns into a mess and he has an opportunity to run away and leave it all behind.

Joe Buck is a wide-eyed hustler from Texas hoping to score big with wealthy New York City women; he finds a companion in Enrico "Ratso" Rizzo, an ailing swindler with a bum leg and a quixotic fantasy of escaping to Florida.