Tyce Buné is disgusted with all the sex and violence in porn today and he ought to know; He publishes the Adult Video Guide, a porn trade magazine. Tom Byron is his second-in-command, and Penny Flame and new guy Marcos Leon are writer/editors (and guess what) They're each as kinky in their personal lives as the productions they write about.

Penny, for instance, demands performer Joey's "total obedience" if the starlet wants to stay in the headlines, and Marcos soon finds himself the paramour of returning star Kylie Ireland.

Penny's idea of fun includes candlewax on Joey's nipples and progresses to pussy-prodding and punishment before pussylicking, and later an excellent bondage/oral/strap-on session with Brianna Banks, but Penny's too jaded to be truly aroused, even by Tom's feeble attempts on her muff.

Along the way, look for a good anal/d.p. fourway with Kylie, Joey and two studs that's intercut with a Kylie/Marcos private pairing, and another hot foursome with Brianna, Joey, Brooke Haven and Evan Stone in a "movie-within-the-movie," The Three Muskatettes.

Particularly noteworthy is Tyce's bondage party, with the jaded publisher fucking (pussy and ass) and getting blown by Penny, Joey and Haley Scott, all while they're suspended "some upside-down" in his home dungeon.

More accessible to viewers, though, are Kylie's b.j. of Marcus in an adult video store, and the finale, where Tom and Penny get together for a breathless grope/kissing session followed by volcanic mish, doggie and reverse cowgirl; but there are no happy endings here.

Paul Thomas' screenplay pulls no punches but delivers several undeserved ones as well, too often reflecting more porn myth than reality; and it's not very nice.

Pre-noms for Penny Flame as Best Actress, Tom Byron for Best Actor, Kylie Ireland for Best Supporting Actress, the Penny/Brianna girl/girler for Best All-Girl Scene, the Penny/Tom match-up for Best Couples Scene, Thomas for Best Director and the feature itself for Best HD Production.

Retailing: It's the seamy side of porn, told by one who's lived much of it and customers will respond to that "reality."