Beautiful prostitute Lily Brest's (Caven) latest client, a wealthy real estate investor (Lowitsch), just wants to talk and Lily's a good listener. So good, that more and more of her clients tell her all their darkest secrets and fears, leaving Lily herself falling into such a deep depression that she wonders if she can go on. Based on Fassbinder's play "The Garbage, the City and Death"; Fassbinder himself appears as a pimp. German with subtitles.