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Lannie (Traci Lords) wakes after dreaming about nude women floating in space. She wonders aloud about her sexuality and inexperience. Her mom (Helga Sven) brings up boys and tells her about a new man, Mr. Kennedy (Don Hodge), who she thinks likes her, but is too shy to say anything. Mark Radner (Shone Taylor) hangs out with his friends, Jeff (Tom Byron) and Kevin (Marc Wallice). Kevin talks about his encounters with Debbie, meanwhile Jeff gets teased about not getting laid. Mark reveals his maid has been stealing, but he hasn’t told his parents, because he wants to blackmail her. He meets her outside in the garden, and brings her upstairs. He orders her take off her clothes, then she starts servicing him and his friends before they have sex with her.

Debbie,(Bunny Bleu) goes topless with Cheryl (Susan Hart). A self-conscious Lannie follows, as the three talks about sex and boys. Cheryl talks about losing her virginity while babysitting after calling Bill (Greg Rome) over. She was nervous about giving oral sex at first, but he made her comfortable.

Mark’s mom, Mrs. Radner (Maria Kay), shows up with her boyfriend (Herschel Savage). She’s angry with him for driving too fast but soon gets over it and comes onto him. He’s worried her son’s home but she reassures him Mark is out. They have sex on the fountain as Mark secretly watches. Mrs. Waters and Mr. Kennedy have next to the same pool the girls were.

Instead of going outside as planned, Lannie, Jeff, Debbie and Kevin meet for a “picnic” inside the house. Jeff takes Lannie to the kitchen after getting a signal from Kevin. Lannie’s dress gets wet and she teases Jeff then remove her dress. Jeff gets overwhelmed and ejaculates on himself. Debbie teases Kevin before sex. Lannie goes home and masturbates about Jeff. The scene cuts back and forth between Lannie touching herself, and the imagined sexual encounter outside on a picnic table.

Mark calls Kevin then invites Debbie, Kevin's girlfriend, to his home. Debbie shows and Mark orders her t oundress and tells her to lie on the bed and close her eyes. He gets Wendy (Leslie Thane) and Louis (David Sanders). Wendy performs cunnilingus on Debbie until Mark tells her to open her eyes. Mark has sex with Wendy, while Debbie does Louis, until they switch partners. Excited by the encounter, Debbie calls Lannie and tells her she’s ditching Kevin—“a boy”—for “a man” like Mark. Lannie decides knows what gets her self hot. She hangs up and looks over at her friend Cheryl lying beside her.


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