Caught by the German occupation of France, Fred McCall and his employees, the undeniably attractive and sexy redhead Martha, along with her chaperone Anna, initially sought to escape amidst the withdrawal of Dunkirk. Fate had other ideas. Cut off from the north coast by sweeping Panzer Corps, Fred is stopped in a British Army lorry by an old business partner, now member of the German SS. Nazi Lieutenant Richter has a penchant for sadism and a fancy for Martha, which leads them to a farm where other Germans are operating a scam to line their pockets. They endure the boredom of seclusion until Richter announces a plan to go to England into to retrieve five loads of S& M apparatus Fred has ready for shipment to France. However, Richter has other reasons for this escapade. A steamy tale of partnership between enemies in a world turned upside down where not everyone is at war. From selling apparatus to sexy lingerie, Martha grabs any opportunity to suffer the lash and satisfy her ongoing lust for sex.