Tara Aire plays country girl J.J., who goes to San Francisco to meet her old high school friend Katy and look for love, excitement and erotic thrills. Katy lives in a run-down hotel whose tenants are very sexually gifted people.

Cathy drops out of school to become a stewardess, inspired by her big sister Julie who aspires to be a pilot. Julie's ambitions are blocked, leading Cathy to have to take matters into her own hands.