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An offbeat, episodic film about three friends: Paul, a shy love-seeker; Lloyd, a vibrant conspiracy nut; and Jon, an aspiring filmmaker and Peeping Tom. The film satirizes free love, the Kennedy assassination, Vietnam, and amateur filmmaking.

A voyeuristic Vietnam veteran sees a way to turn his vice into a profession as there's people who will pay good money for lurid candid pictures and films. After this endeavour doesn't lead anywhere productive he falls in with a radical theatre troupe and starts to develop some revolutionary thoughts.