After nearly a decade as one of America's most successful independent filmmakers, legendary sexploitation auteur Russ Meyer first reached out for the brass ring of major studio success with this frantic cult favorite, once described by Meyer and screenwriter Roger Ebert as "the first exploitation-horror-camp-musical." Kelly McNamara ( Dolly Read ), Casey Anderson (Cynthia Myers), and Petronella Danforth ( Marcia McBroom ) are the three members of an all-girl rock band called "the Kelly Affair" who pull up stakes for Hollywood in search of stardom; they're accompanied by their manager, Harris Allsworth (David Gurian), who also happens to be Kelly's boyfriend. Kelly has an aunt in Hollywood, fashion mogul Susan Lake ( Phyllis Davis ), who takes Kelly under her wing and informs her she's entitled to a share of a recent family inheritance, much to the chagrin of Susan's lawyer, the shifty Porter Hall ( Duncan McLeod ). Susan arranges for Kelly and her bandmates to attend a wild party thrown by Ronnie "Z-Man" Barzell (John La Zar), a flamboyant and very successful record producer; Z-Man renames the band "the Carrie Nations," signs them to a record deal, and they're one of the biggest acts in America practically overnight. However, Harris is pushed out of the picture as the band's manager by Z-Man, and as Kelly's boyfriend by actor and gigolo Lance Rocke ( Michael Blodgett ), sending Harris into a deep depression even after he becomes the new boy-toy of adult film star Ashley St. Ives ( Edy Williams ). Meanwhile, Petronella finds love with law student Emerson Thorne ( Harrison Page ) until her head is turned by heavyweight boxing champion Randy Black ( Jim Iglehart ), and Casey explores her sexual boundaries with Roxanne (Erica Gavin), a beautiful lesbian designer. This nonstop train of decadence, drugs, and betrayal finally comes off the rails during a drug-fueled orgy at Z-Man's mansion, which erupts into violence when the rock mogul's darkest secret is revealed. Featuring one-hit wonders the Strawberry Alarm Clock , supporting performances by Meyer regulars Charles Napier and Haji, and a bit part from future blaxploitation icon Pam Grier proved to be Meyer's biggest box-office success, though after his next film () bombed at the box office, he returned to independent production in 1973.