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Penny Holmes (played by Laurien Dominique) is the wife of Dr John C. Holmes (played by John Holmes), a sex therapist who has his own problem in that he can't get erections. Her friend, Linda Lou (referred to as Lou through the film - played by the hot & horny Candida Royalle) comes to stay with her while Dr Holmes is out of town.

An amateur sex therapist in her own right, Penny is helping several locals in their sex life, including the milkman (played by Charles Law), who is having problems satifying his wife (but has no problem satifying Penny, who nearly forgets to put the milk in the refridgerator !), and the paperboy, Willard (played by Jon Martin), who has not lost his virginity, and likes to jerk off while watching Penny use a vibrator through her bedroom window (until Lou busts him, and gives him his "first piece of ass").