- Story of an actress who sleeps her way to the top.
- Carol Yates is an aspiring actress appearing in a stag film for producer Phil Latio (John Alderman). Carol and her roommates Allison (Shari Mann) and Linda (Chris Mathis) catch the eye of studio big-wig Kenyon Adler (Stuart Lancaster) and begin their initiation into the sleazy world of Hollywood. Meanwhile, an aging lesbian actress named Maxine goes after Allison, eventually getting her electrocuted. Carol gets spanked by Phil and has a rough time of it, but eventually becomes a big star after appearing in a softcore nudie film called A Youth in Babylon. Carol soon changes her name to Starliss Knight and gets engaged to Doug Davis, the co-star from her first stag film.
- Carol Yates (Deidre Nelson) is an aspiring actress living in Los Angeles who appears in a stag film for actor-turned-producer Phil Latio (John Alderman). When the scene is finished for today, Phil invites Carol to his house for the evening, but she declines. Carol is given a ride home by her co-star Doug Davis (Joe Gardner) where she lives in a small apartment with two other young woman whom are also "aspiring actresses" named Allison Jordan (Shari Mann) and Linda Ford (Chris Mathis). While Carol and Linda head into the kitchen to make some coffee and talk about Carol's career in the underground stag film, Doug and Allison talk in the living room where Doug, after being turned off by her hippy-type comments, spanks her before leaving.
That evening, while Carol and Allison get ready for bed, Allison asks Carol if she has ever romantically been with a woman, which Carol declines. Meanwhile, Linda goes out on a date with her boyfriend Forrest Barker (Vincent Brian), who is trying to get into the film business by directing 'nude films'. While in their parked car, Forrest wants to have sex with Linda, but she refuses, wanting to get married first.
The next day at EVI Studios, the vice president in charge of production Keynon Adler (Stuart Lancaster) meets in his office with Maxine Henning (Kathi Cole) over her stalled film career. Keynon offers her a job working abroad in Italy in Spaghetti Westerns, but Maxine strongly declines aware of the technical faults of the Italian film business. Kenyon tries to seduce Maxine, but she rebuffs his advances, aware of his "casting couch" routine, forcing her to leave.
Keynon then meets with Phil in a screening room where they view the stag film that Phil shot the previous day when Keynon catches sight of Carol and wants Phil to invite her to his house for a party tomorrow night. While viewing the film, Maxine sneaks into the projection booth where she views the stag film. The projectionist Jerry (Jay Donahue) introduces the film and of Carol, but wants Maxine to leave. Before leaving, Maxine becomes worried and jealous that Carol might upstage her career. After Maxine leaves, Jerry locks the film away in Phil's personal vault.
Keynon then meets with Forrest Barker where Forrest is auditioning a young woman named Miss Scott where she willingly undresses as part of the audition. After Miss Scott leaves, Allison arrives also wanting to audition for a part in a role where she also undresses before Forrest and Keynon. Keynon then invites Allison, as well as Forrest, to his party the following night.
At Kenyon's Hollywood mansion the following night, the party is in full swing. There is plenty of drinking, drug taking, as well as people swimming in the nude in the backyard swimming pool. Carol, Allison, Linda and Forrest arrive to attend the party where all four of them intermingle with several people including the two EVI studio heads David Friedman and Billy Allen Castleman (playing themselves). While outside at the pool party, Linda has a little too much to drink in which Phil approaches and flirts with her. Forrest and Carol approach and offer to take Linda home, but Phil insists to take her upstairs to a vacant bedroom where he suggests she rest it off. After Carol undresses Linda and tucks her in the bed, Phil enters the bedroom after Carol leaves and literally forces himself upon her. Forrest enters after Phil raped Linda and confronts him, in which Phil threatens to terminate Forrest's employment at the studio if he reveals what happened at the party.
The next day at EVI Studios, Phil is directing a biker exploitation flick featuring a policeman getting revenge against a biker gang for corrupting his daughter. At the same time, Keynon is having sex with Carol in his office on his "casting couch" where afterwords, he grants her the lead role in the upcoming exploitation feature 'Youth in Babylon'. While Carol in the office washroom, Phil enters the office where Phil reveals that the production on the biker flick 'Heaven's Devils' is completed two days ahead of schedule and $10,000 under-budget. Keynon tells Phil about the new skin flick he is producing and wants Carol in the lead role. Carol then enters where Kenyon introduces her to Phil as the new star for EVI and gives Carol her new stage name of 'Starliss Knight'. Just then, Maxine arrives where Phil and Carol leave where Kenyon offers Maxine again a film role in Italy, which Maxine again turns down.
That evening, Carol goes to Phil's house where he coaches her for the upcoming role for the latest film, and has her practice signing her new stage name of Starliss Knight. They end up in bed together. Carol is visibly turned off by the sleazy Phil when he violently spanks her during their lovemaking, but goes along with it to further her career.
The next morning at EVI, Carol goes through a screen test for her role. While viewing Carol's screen test, Keynon and Phil discuss her part in the film as well as planning further roles with her in the lead role for EVI. Carol then goes through the script for Youth in Babylon that evening while in bed with Phil who spanks her again. Meanwhile, Maxine continues to observe Carol's screen tests, jealous over her rising stardom.
Elsewhere, Allison has landed a part in a skin flick at EVI playing a puritan in stocks, which she is very uncomfortable with being whipped while restrained. Forrest, who is directing, is not impressed by Allison's sub-par acting skills. After a successful take, Allison is left in the stock alone. Maxine then happens by and releases Allison from her restraints. Maxine takes Allison back to her house where she seduces Allison and recruits her to try to destroy Carol's career to get revenge against Kenyon and the studio for dropping her.
That same evening, Forrest pays Linda a visit to apologize to her for what happened at the party and offers to quit his job at the studio in order to get back together with her. Linda comes onto Forrest and the two of them have sex for the first time on the living room couch. Afterwords, Linda refuses to forgive Forrest when he offers her a part in a skin flick. Linda throws Forrest out of the apartment and ends their engagement for good.
Several days later, the production on Youth in Babylon finally wraps up where Kenyon gets a phone call from the senior producer Dave Friedman to update him on the future distribution of the film and about Carol/Starliss future with the studio. Phil is seen going through the post-production of the film with the ADR voice editing and the creation of the film posters for the upcoming release.
At EVI Studios, Allison and Maxine arrive where they find the stag film that Phil shot with Carol and plot to blackmail Keynon to drop Carol from the studio. When Allison and Maxine force their way into Keynon's office with the film to threaten him, Keynon instead orders Phil and the studio security to try to snatch the film away from the women. Allison grabs the film reel and runs with Phil and several guards in close pursuit. While trying to escape by running by a power substation, Allison accidentally runs into the building where she slips, falls and gets electrocuted and the stag film reel with Carol is destroyed as well.
One month later, Keynon and Phil celebrate the success of the box office profits from Youth in Babylon and invite Carol into Keynon's office to discuss her next film role. But Carol shows up with Doug and explains that she is quitting the studio and has decided to get married to Doug. Both Keynon and Phil are somewhat disappointed to see Carol leave, but allow her to anyway to begin a new future with Doug. Just then Maxine phones long distance from Italy complaining over the phone of the horrible working conditions on the set of the spaghetti western she is appearing it. Keynon just laughs.
THE END
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