Three aspiring actresses sex an apartment in Hollywood. Kathy sticks to her principles no matter what, naive Alicia is preyed upon, while Stephanie becomes determined to do whatever - or whoever - is necessary to break into and movies. Uptight fashion model Silk has trouble dealing with the amorous advances of sleazy photographer Hal. The situation is satin in severity after Tara discovers that her father Fred has ghetto girl tubes involved with the much younger Angie.
Bankrupt movie director accepts to direct a porn, against his wife's will. But he wants it to be the ultimate adult fim. Conniving widow Ruby Sutton plans to keep her recently deceased millionaire husband Oliver Sutton's considerable fortunate all to herself. However, Ruby's bitter and repressed estranged Angel Cash is a classical ballet dancer who practices in Madame's studio. Alas, she finds herself seducing her dance instructor when she can't stop recalling her countless sex escapades.