Seperated from her prostitute mother as the woman flees on foot down the filthy mid-19th century streets from the police, ten year old Millie is taken under the wing of rag lady Aggie Winkovski. Young Millie is a well-brought up girl as her mother had been a ladies maid before being forced into prostitution. Aggie ends up becoming Millie's guardian, protecting her from the local pimp, Boswell, who wants to have pretty Millie as part of his business.