The film is loosely based on The Carnal Prayer Mat, a Chinese erotic novel by seventeenth-century author and playwright Li Yu.

The story is about Mei Yeung-Sheng, a lustful scholar (Lawrence Ng), who dares to challenge the moral teachings of the Sack Monk.

Choi Kun-Lun, the flying thief (Lo Lieh), tells the scholar that stealing other men's wives requires good lovemaking skills and equipment.

She tries masturbating with paintbrushes but is left unsatisfied until she has an affair with Wong Chut (Elvis Tsui), the husband of one of the wives the scholar seduced, who is now working as Yeung-Sheng's gardener.

Mistress Ku, the madam (Carrie Ng), assaults her leading to a miscarriage, originally unwilling she is coerced into becoming a prostitute and comes to enjoy her new life.