Twenty four separate scenes are divided with clips from Nudes A Poppin' at the Ponderosa Sun Club in Roselawn, Indiana, Mardi Gras in New Orleans, Louisiana, and nightclub and street flashing and wet t-shirt and Skin to Win contests throughout Florida. Their well-traveled videographer is quite skilled at capturing girls at either their most daring or most exhibitionistic moments. For fans of Nudes A Poppin': this has much more footage from there than most of the other releases in this series.