In Los Angeles, naive and lonely waitress and aspirant singer Carol finds an advertisement for a job opportunity in Tokyo. Traveling to Japan to work at the White Orchid nightclub, she discovers the scheme of prostitution in the club that belongs to Yakuza. Alone, without money and her passport, she is protected by Shiro, but pressed by the managers Madame Mori and her husband Hatanaka to be receptive to client's proposals.

Ambitious but troubled movie director Edward D. Wood Jr. tries his best to fulfill his dreams, despite his lack of talent.