This film was on the B-side of the DVD for BIKINI CHAIN GANG, which I reviewed yesterday. It was also written and directed by Fred Olen Ray. It opens with a woman named Terri (Regina Russell) undressing in her home late one night. A man in a Mexican wrestling mask is sneaking around outside and watches her through a window. Then he breaks in and finds her on her bed, but after a quick tussle, she rips his mask off, and it’s just her boyfriend Jim (Noah Frank). They were role-playing. And then they have sex on the bed. Afterward, Terri gets a phone call and is told that her uncle has died, and since he has no children he’s left her the airline that he owns. The next day Terri goes to the airport and meets the two pilots who work for her airline, Sam and Dave (Jay Richardson and Sam Golden). The airline is just one 747, and according to the pilots, business hasn’t been good lately. They give her a letter from her late uncle, where he asks her to try to make the airline successful again.

Meanwhile, Jim is in a room photographing three lingerie models, Pam, Vicki, and Traci (Amy Lindsay, Belinda Gavin, and Kim Maddox) on a bed. When Terri arrives and tells Jim about the airline, he comes up with the idea of using hot women, like the models, to help sell the airline, by having women in bikinis advertise in the airport. So they ask the women if they’d like to work for them, and they agree. And when Terri and Jim go off to plan the ads, the three women have a lesbian session on the bed.

The next day, Terri has renamed her company Bikini Airways and has the women dancing around in bikinis at the airport terminal, but it doesn’t work, and nobody buys any tickets. Then the three models make an arrangement with an oil tycoon to have a bachelor party on the plan, as it flies to Miami for the wedding. So the crew sets up the plane in beach decorations, and then the groom, Gary (Brad Bartram) shows up with his friends, David (Frankie Cullen) and Jeff (Leland Jay), and they fly into the air.

During the flight, Traci performs a strip tease and lap dance for the men. She takes Jim, who came along as the photographer, into a backroom and makes out with him, but he stops before it goes too far, so then she takes David into the bathroom and has sex with him. Then Pam and Vicki come out in costumes (a genie and a maid) and strip for the men, then take Jeff into the back to have a threesome with him, but when Jim walks in on them, Vicki goes over to him and takes him into another area of the plane to have sex with him while Len and Pam continue having sex. Meanwhile, Gary calls his fiance Francine (played by Maya Divine, as Wendy Divine) but, unbeknownst to him, she’s cheating on him with a pizza delivery guy (Eric Masterson) while she’s talking to Gary on the phone.

Terri catches Jim and Vicki having sex and goes off to another area of the plane crying, but Gary finds her. He confides in her that he’s not sure that he really wants to marry his fiance, because she’s too self-absorbed, and that he’d rather be with someone like Terri. They kiss and then have sex. Afterward, Francine calls Gary, while still having sex with the pizza guy, and breaks up with him. When the plane lands, Gary pays Regina for the flight and asks to invest in her airline as her partner, which she agrees to. She also breaks up with Jim, who then asks Vicki if she wants to be with him, but she also dumps him to go be with Dave, because she loves men in uniform. Meanwhile, David is happy with Pam, while Len is happy with Traci. Then we cut to Francine who has just been proposed to by the pizza delivery guy. She accepts his proposal and then asks him what his name is.

THE END.

There’s not much to recommend this film. The opening sex scene with Regina Russell is very good, as is the lesbian threesome scene. But the remaining sex scenes don’t really stand out. That’s due in part to the fact that they all take place on the plane, either in seats or in the small bathroom, which doesn’t really give the actors much room to maneuver. Plus they often have the sex scenes happening simultaneously, while the camera cuts back and forth between them, which disrupts the flow of watching them. I prefer to focus on just one scene at a time. In my case, since I got it on the same DVD as Bikini Chain Gang, I guess it was worth it, two for the price of one. But I wouldn’t buy this movie as it’s own separate DVD.

THREE STARS.

Jason Majercik is selling this UNRATED DVD for $19.99. Email him at quinn_nash@hotmail.com for his softcore inventory list