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Gangster Dutch (Harry Reems) has just been left by his regular dame, Jessie (Cara Lott). With the third annual 'Gathering of the Brotherhood' merely weeks away, Dutch is desperately in need of a new girl.

A young collegiate writer named Kathy needs some income to pay her tuition. She gets a job as a night clerk at a sleazy motel. Kathy finds out that most of the guests come for sex and she has plenty of new stories to write about.

Mary and Melody are best friends, though Melody is uncomfortable around Mary's sexual openness. After finally being coaxed into sexual experimentation, Melody begins to discover her erotic self and indulges in a series of sexual adventures each wilder than the last.