Loosely based on a 17th century erotic Chinese story named The Carnal Prayer Mat, the story follows a young scholar named Yangsheng who gets married to the beautiful daughter of a local merchant. When their sex life proves unsatisfactory, Yangsheng leaves home and journeys to the Pavilion of Ultimate Bliss.
The plot follows new prostitutes Susan (Karen Yeung), Fanny (Tung Yi), and Chinyun (Chung Chun), who are inducted into the Fragrance House brothel where they are trained in the ways of lovemaking by their veteran madam Tall Kau. Eventually all three enter circulation where Susan is crowned the top prize and becomes enamored of budding scholar Chu Chi-Ang. Fanny is jealous beyond all means and though she's bought by famous horse trader Sir Lui (Category 3 staple Tsui Kam-Kong), she still plans her revenge on Susan. Eventually the typical “torture the innocent naked girl for cheap thrills†stuff happens, while Chu learns various wacky sexual positions to get Susan back.
Sai Moon-Kin is a rich man who idolizes Lawrence Ng's character in the original Sex and Zen, and works hard to please as many women as he possibly can. When marrying off his retarded son, he finds his son's new wife pretty hot, so he takes her for his own, not knowing that she is the evil Mirage Woman, who knows "sucking" magic that's pretty nasty. Tsui's daughter, who dresses like a man and wears chastity belt for the main part of the film, and the righteous Iron Man try to stop Mirage Woman before it's too late, which means that she'll have free rein to "suck" anyone she wishes.
A recently married scholar goes on a quest for knowledge of other people's wives, based on his philosophical differences with the Sack Monk. He encounters the Flying Thief, who agrees to help him find women, but only if he attains a penis as big as a horse's. The scholar has a surgeon attach said unit, and he's off and running on his mission, only to find that there are obstacles to his new lifestyle, such as jealous husbands and treacherous females.
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