John (Lee Ryder) walks alone up the road with the family jewels echoing through the soft cloth of his shorts and sneeking out the bottom when he sits down. Meanwhile, in a service truck, Robert Vega is being serviced by fellow film crew member Danny Combs, who sucks on Roberts uncut skin and takes it up the ass.

As the two crewmen finish getting dressed with sounds of horses in the background, Lee comes up to the pair to find out what is going on. Robert offers to drive John up to the resort where the crew is staying. Meanwhile Jimmy (Jon King) delivers the clothes for stary Cody Jackson’s (Eric Ryan) next scene. Cody gropes Jimmys bent over ass and Jimmy gets the message. The two guys suck each other and Jimmy gets fucked face down and face up on the bed. Cody cums on Jimmys open hole, who then jerks off a load on his stomach. The camera blurs as Cody lays down on the purring Jimmy for a kiss (unenthusiasticly).

Robert has gotten Lee a room and admires Lee’s equipment as it comes out of the shower. Robert sucks it down and cums while kneeling before the owner. Lee dribbles a small load onto Robert’s tongue.

Cody meets John and Robert tells Cody how much John ‘has to offer.’ Cody takes John to his room and says how he has heard about what John carries in his shorts. John gives Cody permission to chow down and eggs him on with words. John is ready to cum but Cody wants to get fucked with it. After 69ing, John gives him what he wants but Cody has some difficulty taking it. After doggie fucking, John comes on Cody’s ass and Cody gets himself off between his stomach and the bed sheets.

At the crew breakfast. Cody gropes an amused John under the table and jerks the breathless stud off under the table as they check to see if anyone is watching. Cody wipes his hand clean on his napkin and they resume eating.

Robert calls Howard (Michael Braun) to tell him that his lover, Cody, is getting some serious action on the side. At night, with Michael Carr naked and asleep face down on the bed next to him, another crew member gets turned on. He strokes his hardon and kneels beside Michael peering in at the eggs neslted between Michael’s slightly open legs. The crewman is close enough to catch any scent when Michael startles him by turning over exposing his privates. Deciding Michael is still safely asleep, he hones in on the exposed armpits of the angelic sleeping form and finishes jerking himself off onto the floor.

Howard confronts Cody with this latest sideshow. Cody says that John is special but Howard tells him that John is just bedding any star he finds. Howard sucks Cody off and then icily leaves.

Howard hatches a plan and asks Robert to send someone who needs a little money over to his room. Robert says he will send Jimmy over. Howard goes for a night swim in the pool and a blond watches him through an open window. The blond puts on a jackoff show and the two of them come, one inside the room, the other under water.

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Cameraman Tom Howard said that this was filmed at a "gay ranch in Palm Springs." Apparently the air temperature was very cold which made the filming and the erection difficult. It was the first time Tom had used an underwater camera.

The next morning find John feeding his ample tool down Jimmy’s throat. Jimmy impales his greased hole on John, who lies on the bed. Howard brings Cody to the window as Jimmy moans and jelps into the bed sheets with his ass in the air and John pounding every last inch into his aching hole. John cums on the upturned cheeks and then Jimmy rises to he knees for an orgasm that shakes his whole frame. Pissed, Cody stomps off, but as the film closes, Cody’s limo stops to pick up a surprised John. Cody says that he has decided he wants John instead.