Millie and Suzie are two close female friends who live together in the same apartment complex. When the lovely ladies aren't engaging in torrid poolside lesbian liaisons, they are having sex with each other's husbands or gleefully participating in wild group orgies.
| Actor | Role |
|---|---|
| LLynn HarrisJoan | Joan |
 Kathy HiltonMillie | Millie |
 John HolmesDavid | David |
| WWilliam HowardMark | Mark |
| BBabs LewisonEllen | Ellen |
| BBert LewisonJames | James |
 Stephanie SarverCarol | Carol |
 Phyllis StengelSuzie | Suzie |
| JJane TsentasKaren | Karen |
 John DullaghanMax (uncredited) | Max (uncredited) |