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Young starlet Carol Yates appears with Doug Davis in a stag film directed by Phil Latio. Studio boss Kenyon Adler sees the film and asks that Carol and her roommates, Allison, a bisexual hippie, and Linda, a 23-year-old virgin, come to his party. There they meet the reigning sex star, Maxine, a bisexual who is attracted to Allison. Carol, after a good performance on Adler's couch, gets the lead in the new sex film A Youth in Babylon . Maxine is tossed aside for Carol and swears revenge; with the help of her new lover, Allison, she steals Carol's first stag film. Allison is chased through the EVI lot and runs into the generator room where she is accidentally electrocuted and the film destroyed. Carol, as "Starliss Knight," rockets to stardom and surprises everyone by marrying Doug Davis, now "Rick Arnold," a rising actor under contract to a competitive studio.