Innocent, sexy Allyson leaves her boyfriend Peter to go to acting classes in Los Angeles. In Los Angeles she rents a room in an apartment building from the grumpy Mr. Merry next to the resident working girl, Bridget. During the day Allyson struggles with her acting lessons at arrogant Eric Constantine's acting school whilst at night she plays with herself as she watches beautiful, confident Bridget through the keyhole servicing her clients. In class she meets professional photographer Jerry who offers to shoot her a portfolio.

"And she likes what she sees."