Although Ted enjoys his buxom younger (and also plain) wife Mandy, she sees him at work during a random encounter with his secretary. Mandy's friend Vicki, with buxom girlfriend Helen, then get her open-minded to passion.
| Actor | Role |
|---|---|
 Traci LordsMandy | Mandy |
 Harry ReemsTed | Ted |
 Christy CanyonHelen | Helen |
 Gina ValentinoSecretary | Secretary |
 Heather WayneVicki | Vicki |
 Peter NorthLawyer | Lawyer |
 Ron JeremyCosmetics Customer | Cosmetics Customer |
 Ken StarbuckGardner (as Starbuck) | Gardner (as Starbuck) |
 Francois PapillonPoolman (as Francois) | Poolman (as Francois) |
 Craig RobertsPlumber | Plumber |