This 'midnight' movie from 1964 rates high on the sleaze factor, and aside from the inept scripting and bad acting, director Joe Sarno manages to give us something interesting in some of the camera framing and some of the ideas in the story. If you can stay awake past the mind-numbingly slow exposition and get to the nub of the story the movie does gain momentum, albeit to a muddled climax.

In a small New England town Geraldine Lewis (Audrey Campbell) becomes bored when her workaholic husband ignores her and she gets interested in other men, and begins taking extramarital afternoon trysts with a neighborhood friend and another man. Her daughter Kathy (Alice Linville), just beginning to understand her feelings about personal relationships comes home early from school one day to discover her mother in a clinch. Shocked and confused Kathy confides to neighbor Yvette Tallman (Dyanne Thorne) and the older woman seduces the young girl. Yvette and her incestuous brother Lou (W.B. Parker) initiate and organize a neighborhood sex-swap ring and Geraldine and others are lured in but danger is imminent when under-age Kathy is brought in too.

This is Dyanne Thorne's first film, after which she went on to other cult faves like Ilsa, She-Wolf of the SS, and other sleaze-founded films. Thorne will delight the male viewer s her character is a voluptuous coquette who seduces men and women for whatever she wants. Not an actress Thorne manages to present to the camera two emotive states seducing and just plain nothing. As a support co-star she could've been better with a better script, maybe.

The real actress is Judy Young who plays Kathy. Her performance is muted, substantial, and detailed and she shows the viewer the real soul of the film. It is too bed that this actress never got a real break. The best thing she was able to accomplish is a guest-starring role on Welcome Back Kotter.

The film does have some good moments. Cinematography by James J. Markos and camera work is good even though lighting is laughable. The way actors move in and out of frame restricts the viewer from gaining all the information and his bit of creativity allows a more dynamic connection with the story.