the apartment, Lolita-like Allison childishly attempts to seduce Doug who merely turns her over his knee and spanks her.

Latio shows his new stag film to Kenyon Adler, who is impressed with Carol Yates' fully revealed attributes. He asks Latio to bring Carol to a party at the Adler mansion.

Allison gets a part in Forrest's nudie, and she too is invited to Adler's party, as is Forrest and Linda.

The three roommates attend the party, where they meet Maxine Henning, the aging but reigning EVI star sexpot. Maxine is AC-DC, and she sets her sights on Allison, who also goes both routes.

Linda gets drunk and is seduced by Latio in an Adler bedroom. She tearfully tells Forrest who threatens Latio. Latio cooly reminds Forrest of their respective positions at EVI and Forrest backs down. Linda is shocked at his unmanly behavior.

Carol performs to Adler's satisfaction . . . on the casting couch. . . and gets the lead in the important new EVI picture "A Youth in Babylon." When Maxine Henning learns that an unknown Starlet is going to play the part promised her she is furious, and vows vengeance on Adler and Carol. She enlists the aid of Allison who has become her lesbian lover. Together they plan to steal the stag film and use it to damage Carol's career.

Forrest's nudie turns out badly and he and Linda break up.

Carol's picture "A Youth in Babylon" however is a big success.

Maxine and Allison confront Adler and Latio, revealing that they have the damaging stag film. Latio chases Allison through the EVI lot in an attempt to retrieve the film. Allison, panic stricken, runs into the generator room and is electrocuted. The. stag film is destroyed



Cast of Starlet