This film should appeal to the ladies: lengthy scenes of male masturbation by very pretty boys; shots of stiff dicks; fondling of male buns and the like. This is hard R (note the aforementioned stiffies), with a total emphasis on sex and a virtual absence of story, dialogue, character, etc. It's every bit as static, inane, and plagued with bad edits, silly cuts, and dissolves as a standard porn film — albeit with much superior production values.

Michelle Bauer is sexually obsessed with younger men, so of course she consults a young, hunky therapist to tackle her "problem". She recounts episodes of young conquests, and he counters with tales of another patient, Joanne (blonde, large-nippled Deanna Power) — so much for doctor-patient privilege. This static device frames very similar slow-paced, all-indoor scenes: each of the women with a pool boy, a hot-tub repairman, a frat boy, etc. The soft masturbatory scenes result in idiocies like men humping pillows, mattresses, chair cushions — it just looks silly. The unusual S & M scene, with paddles, leather, and boot-licking is to be applauded, but the rest shares too many of XXX's flaws.. The final word has to be to watch for what these folks do next — there's talent and heat here, and an interesting attempt to cross a few lines, so we wish them well.