Marty Mackenzie is an unsuccessful stage actor who takes an interest in private investigating. He takes a job working with Jack Potter, a crusty private eye. They both take a case in Beaver Ridge, a seedy small town where a murder is being planned against a rich gravel pit owner. Marty realizes that private investigating is not as it seemed to be.

Two attractive young lesbians, Maggie and Kim, meet in Vancouver, develop a passionate romance, and move in together. Meanwhile, Maggie's well-meaning but naive mother Lila gets divorced and decides to move to Vancouver and join the household. Soon after, Lila is befriended by Judy, a transsexual about to undergo a sex-change operation. Complications ensue as the conservative Lila learns the truth about Maggie, Judy, and their diverse group of friends.