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A twisted sexual power-trip game goes too far, and adult film director Max Vavell (George Shannon) causes the violent death of his leading lady, Alta Lee (Lynn Lowry). The motion picture community is convinced that she took her own life, though Max's casting agent Camilla (Mary Woronov) knows better. Camilla and Alta had been lovers in the past, so she secretly plots an elaborate revenge. After auditioning dozens of would-be actresses, Camilla discovers a perfect lookalike for Alta in the naive, inexperienced Julie (also played by Lynn Lowry). She takes the fledgling starlet under her wing, buying her clothes, giving her acting tips, and eventually seducing her. Julie falls in love and is completely dominated by the strong-willed Camilla, who dresses her in Alta's clothes and turns Max's dark fantasies against him in a deadly freak scene.

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