Recently widowed well-to-do Laura Henderson purchases the Windmill Theatre in London as a post-widowhood hobby. After starting an innovative continuous variety review, which is copied by other theaters, they begin to lose money. Mrs Henderson suggests they add risqué burlesque acts similar to the Moulin Rouge in Paris.

Aging opera singer Maria Callas tries to make a comeback by performing in a production of Bizet's "Carmen."

Max is a handsome young man who, after a fateful tryst with a German soldier, is forced to run for his life. Eventually Max is placed in a concentration camp where he pretends to be Jewish because in the eyes of the Nazis, gays are the lowest form of human being. But it takes a relationship with an openly gay prisoner to teach Max that without the love of another, life is not worth living.