Lovely model Mary Jane returns home from a meeting with an internet company and has armfuls of retro clothing outfits to try on for her next shoot. She's bubbling with energy and joy and finds her roommate Frankie Dashwood sunning by the pool and trying to relax. Frankie is waiting for a call for a gig as a "pin up" model, and is trying out her leopard bikini as she soaks some rays. Both girls slowly warm in the sunlight, and soon Mary Jane's clothes melt away as well. But Frankie's phone interrupts their peaceful quiet with good news, she got the job! They eagerly agree that it's imperative they put on a little fashion show for each other and go inside to play "dress up". Black Lingerie, authentic 60's R H & T nylons, girdles, boas, pvc leather and a galaxy of dresses, shoes and sexy outfits make the minutes fly by as these two lose themselves to their fantasies. All that closeness and contact as they assist each other with various wardrobe requirements starts to have a noticeable sexual effect on them. Suddenly Mary Jane, wearing a "butch" grey suit, drops to her knees in front of Frankie and starts to worship her 4 inch patent pumps and nylon covered legs. Inevitably they are both lost to a whirlpool of desire, and the innocent Frankie's inhibitions quickly melt away. Many orgasms later the duo takes comfort in their newly found passion for each other as well as their retro wardrobes.