Just before the outbreak of World War II, Gerard, a wealthy aristocrat, lives with a beautiful woman called Leonora in Italy. They are very much in love and oblivious to world affairs, untouched by the problems of politics and poverty. But their relationship is a strange one, bordering on perversity, where everything is permitted, even infidelity. Anything that stimulates their desire only makes them love each other more. Gerard records everything they do on a magneto phone which Leonora guards jealously as a diary of their sex life. Tragedy strikes, Leonora suddenly dies and Gerard is given custody of her two children from a previous marriage, Ursula and Edmond. Ursula is amazingly like her mother, both in beauty and character. Despite her years she desires a relationship with Gerard and sets out to seduce him, determined that he is to be the one to take her virginity. But Gerard cannot bring himself to accept her advances and resists her. Meanwhile Ursula has found the recordings and makes up her mind. To use the same technique as her mother did to excite Gerard. When she tries out her plan Gerard is extremely upset, torn between his moral scruples and his fascination for the beautiful young girl who resembles his beloved Leonora. Frustrated and unhappy, Ursula runs away with her brother to Venice, arriving in the midst of the turbulent carnival. The only place they can find to stay is a bordello run by Rosa, who knew their mother; Leonora and Gerard used the place for some of their sexual games; Leonora would play the part of a prosti-tute and Gerard would observe her with the customers. Ursula's virginity is auctioned off by Rosa to the highest bidder, who turns out to be Gerard in an effort to save her from disgrace. He tries to take her away from the house of pleasure, but Ursula decides to remain. Gerard has bought her virginity and now the girl insists that he take it. She is so attractive and persuasive that at last Gerard gives in. Afterwards they come out into the street and mingle with the joyous revellers at the carnival. In the wild, pagan atmosphere of the festivities they embrace, free from the moral shackles that have, till now, prevented them from enjoying their love.