Midnight Whisper is a radio talk show in which listeners call in to discuss their lives. One evening a gentleman calls in to say that he has been in love with a woman for a very long time – but that his love seems hopeless – she has become the mistress of another man for the love of her daughter. The daughter then calls in to say that the man is lying and that her mother is a terrible woman. Finally, the next day the distraught mother calls in to tell her story. Kung fu diva Moon Lee Choi-fung star in this rare melodramatic turn as Lee Siu-hong, a troubled Mainland Chinese lass who runs away from home to become a Hong Kong prostitute. As her desperate mother (Josephine Koo Mei-wah) scours the colony's pleasure quarters, we see flashbacks of the girl's unfortunate past.

The film follows the rise and fall of a family in Shanghai. Once wealthy and capitalist, the family unraveled during the Cultural Revolution in the 1960s and 1970s. Their home, once a French concession mansion, was converted into a multi-family dwelling.