The film starts out B&W and shows Oliver Nibble being berated by his wife. They go to a cinema and Oliver's imagination runs wild. The film turns into color as Oliver photographs his models in various stages of dress (and undress).
| Actor | Role |
|---|---|
 Dick Van PattenOliver | Oliver |
| LLucie BeckerClarabelle | Clarabelle |
 Sheila BrittWoman | Woman |
| CCharline TesarWoman | Woman |
| RRona SearsKissing Girl | Kissing Girl |
| BBilly McShannonKissing Boy | Kissing Boy |
| RRita BennettNot listed | Not listed |