In 1949, the new Communist regime is wiping out the ways of old China. Across the country, soldiers are shutting down red light districts and re-educating prostitutes as laborers. On the outskirts of Shanghai, in Suzhou, the girls from the Red Happiness Inn, a high class brothel, are rounded up. Qiuyi escapes and hides out with the love of her life, Lao Pu, the son of a well-to-do family, and a former client. When Lao Pu''s mother learns of Qiuyi''s sordid past, she is kicked out of the house. Lao Pu offers to marry Qiuyi, who''s now pregnant, but she refuses. Qiuyi''s life-long best friend, Xiao''e, has been re-educated but hates the hard, menial work of her new life as a factory laborer. With Qiuyi out of the way, she convinces Lao Pu to take care of her, and eventually to marry her. But as time goes by, Lao Pu realizes that he still loves Qiuyi. Now a common worker himself, Lao Pu is desperate to make up for what he did to Qiuyi, and is finally driven to extreme action to solve his problems.