In 1994 Axis Films International released this sequel to their smash-hit Animal Instincts. Once again directed by Gregory Dark, this one was written by Daryl Haney (who had written Friday The 13th Part 7). Shannon Whirry returns as Joanna Cole.

Once again, the film is narrated by Joanna, as she is sitting in a restaurant telling her story to an unseen figure in the beginning. Since the first film she and David got divorced, no explanation given. And then she lived with a wealthy man named Phillip (David Gautreaux) whom she describes as “perverted” (he liked to watch her have sex with other men, and can’t understand why she has a problem with that, based on her history). She leaves him and takes all the expensive gifts he gave her, and sells them and uses the money to buy a nice big house. Her next door neighbors are a married couple, Steve and Catherine (Woody Brown & Elizabeth Sandifer). We see them having dinner with some friends, and it’s apparent that Steve is bored and frustrated in his marriage, although Catherine is devoted to him and tries to make him happy. She talks about wanting to have a baby, but Steve thinks they’re not ready. We see Steve sneak out of bed in the middle of the night while Catherine is sleeping, to go into his garage and watch porn on TV. Steve installs security camera’s for a living, and it’s unclear at first if what he’s watching are actual porn tapes, or films he’s recorded of regular people having sex, using the cameras he’s installed. We also see Joanna alone in her bed late at night, fantasizing about having sex with one man while another man watches them.

The next day Steve goes to a woman’s house, Mrs. Geary (Shannon McLeod) to fix her security cameras, and gets distracted by her exercising in front of him in a skimpy workout outfit. She even takes her top off, revealing her bare breasts. Steve catches some homeless guy trying to steal some equipment out of his fan, and beats him up. The next day he’s back at Mrs. Gearys house, setting up her security cameras while she’s walking around in her bra and panties right in front of him. He overhears her on the phone, making plans to meet with a man other than her husband, so he sneaks into her bedroom and puts a hidden camera in the fire detector that’s set up in there. Then he leaves as the man (whose name I couldn’t find in the credits) arrives. Steve drives around the corner then parks, and goes into the back of his van where he has a TV set up so he can the video from the hidden camera, and sees Mrs. Geary and this other man having sex on her bed. Steve gets turned on watching them and drives straight home as fast as he can. But Catherine is not there, and Steve paces around looking anxious, and starts smoking. As soon as Catherine gets home he jumps on her, tears her clothes off and takes her up to their bedroom to have sex. Afterward, as they’re laying in bed together, Catherine mentions that she didn’t have time to put her diaphragm in before they had sex, and Steve reacts with anger.

Joanna decides to try to get a job, she answers an ad for a photographer’s assistant. She meets with Eric, the photographer (Al Sapienza) who is in the middle of trying to take pictures of a very uncooperative topless woman (Debra K Beatty). Thanks to Joanna’s help, the photoshoot goes well, so she gets the job. Then we see her back at home, sunbathing by the pool in her backyard in a bikini. When she notices that Steve is in his yard watching her, she pretends not to see him, and takes off her bikini, letting him see her naked, getting turned on as he watches her. But when Catherine shows up he abruptly leaves. Laying in bed that night, Joanna fantasizes about Steve watching her, while Steve lays awake in his bed, picturing her naked.

The next day, while Joanna is working with Eric, Steve breaks into her home and sets up a hidden camera in her bedroom. Later we see him watching her undress in her bedroom on the TV in his garage. Then during dinner with Catherine she asks if he’s cheating on her, but he gets mad at her for accusing him, and she apologizes and begs for forgiveness. Joanna continues working with Eric and they become a little closer. But then she finds the camera hidden in the air vent in bedroom, after a small piece fell off. She figures out that Steve put it there, and all of her exhibitionist tendencies come back. She goes to a bar, picks up some random guy (Joe Svezia) and takes him to her home to have sex, knowing that Steve will be watching on camera. She says that for “the next couple of weeks” she’d go to the bar and pick up a different guy every night, and not just men. She picks up a male and female couple (couldn’t find their names in the credits) and takes them home for a threesome. During the sex she decided to let Steve know that she knows he’s watching, so she looks directly into the camera. Afterward, Steve calls her, and they talk dirty to each other on the phone, while he watches her on video.

The next day at work, Eric suggests that Joanna pose for him, but she’s reluctant to do so. That night she picks up a new guy at the bar (Tom Reilly, who played Ken the lawyer in the first film), and Steve watches as they get on the bed. The man then suddenly becomes violent and starts attacking her, but Steve runs over and saves her, beating the guy up until the guy runs away. Joanna asks Steve to stay with her, but he says he can’t and goes home. The next day, Catherine confronts Joanna, asking if anything was going on between her and Steve, but Joanna denies it, and just says that Steve saved her from getting raped. Joanna then decides to pose for Eric after all, and we get a montage of her posing topless and then fully nude. Steve calls her that night, and tries to get her to play with herself on camera for him, but she hangs up on him, then goes to take a shower. The next day at work Eric comes on to her, and they have sex in the studio.

Steve seems to be ignoring her, so Joanna thinks everything is back to normal. But then Catherine announces that she’s pregnant (during a dinner party, in front of friends, when she hadn’t even told Steve yet…that feels wrong). Joanna brings Eric home and they start kissing in the living room, but Joanna notices Steve watching them through the window, and sends Eric away. Steve sneaks into her house, and she tries to kick him out, but he starts telling her that he loves her, and is going to leave Catherine for her. She tells to leave, and he slaps her. Then he leaves and goes to Eric’s studio and beats him up. When Joanna finds out she tells Eric everything. They go to police, but since Eric didn’t get a good look at Steve, and Catherine is providing Steve an alibi, they can’t do anything. The next day, when Steve leaves for work, Joanna confronts Catherine, and tells her about the hidden camera, telling Catherine to go look in her garage to find the TV monitor. She does, and when Steve calls Catherine from work telling her he’s taking her out to dinner, she tells him that she knows about the hidden cameras and is leaving him. Steve is enraged, and goes to Joanna’s house. He looks through the window and sees Joanna and Eric together and is about to break in, when the police appear and arrest him.

Back to Joanna at the restaurant where she’s been narrating this whole story. We see that the person she’s been talking to is Catherine, who wanted to know how everything started. Catherine says she isn’t sure if she’ll take Steven back, but is going to his arraignment. She leaves Joanna, who says she’s now happy with Eric, but then there’s a bit of a wink at the camera, as she looks directly at “us,” implying that perhaps her wild days are not entirely over…THE END

Another good film. Not quite as good as the first one, mainly because we didn’t get as many full sex scenes featuring Whirry as we did last time, although the ones we did get were very satisfying. Likewise, the sex scenes featuring Sandifer and McLeod were also shorter than I would have liked. Still, it’s a decent sequel to the first film, and far ahead of many of the cheaply made softcore films of today. FIVE STARS

Like the first film, this is out of print, but if you can find a DVD of the UNRATED version, it’s worth it.