1959. Sausalito, California, Pier 5. A ramshackle shipyard where much of the beatnik scene is concentrated. Where Smudges and her cat, Mister Charcoal, make the law. Her friend Erich reads excerpts from Grimm's fairy tales in German. Mister Charcoal listens and understands German surprisingly well. Just opposite the boatyard is the American Distillery, whose pungent odors permeate everything. Times are tough for artists and others, especially for those women who wait at the green light before it turns red.