The film concerns three young women, Kelly McNamara (Dolly Read), Casey Anderson (Cynthia Myers), and Petronella "Pet" Danforth (Marcia McBroom), who are in a rock trio called The Kelly Affair. Harris Allsworth (David Gurian) is their manager and Kelly's boyfriend. At the beginning of the film, Kelly gets the idea to relocate to the West Coast and look up her estranged Aunt Susan. It seems that Aunt Susan (Phyllis Davis) is holding a large inheritance that would have been shared with Kelly's mother, had she been alive. Kelly feels as if a share of this money could be hers, so the foursome sets out for Hollywood.
Aunt Susan welcomes Kelly and her friends, and even promises a third of the fortune to Kelly, but Susan's sleazy financial advisor Porter Hall looks down on the girls, deeming them "hippies". Meanwhile, Susan introduces The Kelly Affair to a flamboyant and well-connected rock producer named Ronnie "Z-Man" Barzell (John LaZar), who urges the girls to give an impromptu performance at one of his outrageous parties. The number goes over so well that Z-Man takes the band under his wing, changing their name to The Carrie Nations, much to the chagrin of Harris. Harris is even further demeaned when Kelly gets involved with a gigolo named Lance Rocke (Michael Blodgett), who knows about her inheritance and wants her to claim as much of it as possible so that he can bleed her financially. Harris has a fling with porn star Ashley St. Ives (Edy Williams). Casey, who clearly mistrusts men, is pursued by lesbian clothes designer Roxanne (Erica Gavin). Meanwhile, Petronella has a very sweet, proper romance with law student Emerson Thorne (Harrison Page).
The Carrie Nations take off as rock stars, but their personal lives begin to unravel. Porter Hall wages war on Kelly to get her to drop her claim for her share of the inheritance, and his scheme backfires; spurred on by Lance, Kelly changes her demands to half of the fortune instead of a third. When Porter realizes that Susan intends to honor her wishes, he attempts to buy Kelly out with an offer of $50,000.
Ashley dumps Harris because he doesn't respond to her charms or her voracious sex drive. She insults him by suggesting that he is really gay, which causes Harris to suffer a mild identity crisis. Harris confronts Lance at Z-Man's house, and Lance immediately assaults him in front of the whole party. Despondent, Harris takes up with Casey for the evening, and the two of them engage in a moment of lovemaking fueled by pills and alcohol. Petronella is upset by Harris' humiliation at the party, and she is comforted by heavyweight champion Randy Black (James Inglehart); unfortunately she takes him home and beds him, and their interlude is interrupted when Emerson comes home unexpectedly. Emerson is nearly killed when he confronts Black, who attempts to run him down with his car.
Casey wakes up next to Harris and goes berserk, accusing Harris of raping her. Kelly dumps Lance after the incident at the party, but the damage has been done; Harris attempts suicide by leaping from the rafters of a soundstage while The Carrie Nations are filming a television appearance. The girls find out that Harris will likely be a paraplegic. A mortified Casey reveals that she is carrying his baby, but Roxanne convinces Casey to have an abortion. Casey finally gives in and becomes Roxanne's lover, seemingly finding happiness at last with her. Kelly devotes herself to caring for Harris, and Emerson forgives Petronella for her infidelity.
The final act of the film takes place at Z-Man's beach house; Z-Man invites Lance, Casey, and Roxanne to a private party at his house, where he gives them superhero costumes to wear and they take large amounts of drugs. After retiring to their respective rooms, Casey and Roxanne make love while Z-Man attempts to get Lance to make out with him. When Lance rejects him, Z-Man turns violent, hogtying Lance and threatening him with a sword, calling himself "Superwoman". Ultimately, Z-Man unbuttons his shirt and reveals his shocking secret to Lance: Z-Man has real female breasts, and seems to have been a woman all the time. The revelation causes Lance to laugh in disgust, calling Z-Man "an ugly broad". Z-Man immediately decapitates Lance with his sword. Casey and Z-Man's servant witness the murder; Casey tries to hide as Z-Man chases the servant down to the beach and murders him. Z-Man rushes back up to the house and produces a gun, which he uses to murder Roxanne. Casey places a frantic phone call to Kelly and the others, but Z-Man finds her and kills her with a shot to the head. Kelly, Petronella, Emerson, and Harris arrive too late and are attacked by Z-Man. Petronella is wounded in the shoulder after Z-Man shoots her, but in the ensuing fight that follows, Z-Man is killed in self-defense with "his" own gun. As they all react in horror to what has happened, suddenly Harris regains the sensation in his formerly paralyzed legs.
Afterwards, there is a brief montage discussing the fates of the various characters in the film; how their choices have led to their ruin, those who died either from said choices (Lance and Z-Man) or by the cruel twist of fate (Roxanne and Casey), and the hope of a second chance that the surviving characters have been given at the end of the film. The film concludes with a triple wedding: Aunt Susan weds a former beau of hers, while Kelly marries Harris and Petronella marries Emerson.