Barbara Scott’s (Kay Parker) son Paul moves out unexpectedly, leaving her distraught. She soon becomes jealous of her son Jimmy’s (Jerry Butler) girlfriend while she secretly yearns for him. She confides this to her friend Joyce McBride (Honey Wilder), whom she discovers is having an affair with her own son, Brian (Blake Palmer). Jimmy and Brian are both helping prepare a fledgling band for a major tour and record deal, and accomplish the latter by throwing an orgy for the record company executive. After a hot night of passion with Joyce, Jimmy decides to give in and seduce his mother.