Kelly O'Dell plays a ditzy coquette who shares a sort of nutty but platonic relationship with Randy Spears. As the film opens, Spears calls her late at night to tell her he's bringing friend Tom Byron over to chat about cabbages and kings and human dynamics. O'Dell and Spears dance around the campfire, sexually, as Paula Harlow drops in out of nowhere, first to share some visually evocative tonguing with Kelly, then to munch down on Spears as Kelly masturbates.

Eventually, Spears eggs Kelly into doing Byron in the film's best scene (mostly doggie) with ample audio whelps from O'Dell. And, as if you couldn't guess, Spears and O'Dell finally break the barrier. The finale is an S&M-heavy flashback between Tina Tyler and Tony Tedeschi; a decent scene in its own right rendered gimmicky and false by its placement.

Though the action is fairly well done. The script is structurally unsubstantial and overburdened with dirty talk. Kelly on the boxcover, however, will not disappoint her legion of fans with her performance.