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John Holmes and Bunny Savage headline this all-star cast in an authentic journey back in time to the Lollipop Palace, a bawdy cathouse in San Francisco during the 1930's. As the story unfolds, we meet Frenchie, the mature and busty Madame who runs the house. A good man is hard to find and a hard man is good to find, she tells the girls. Bonnie and Sherry, two sex pros, show Tina, the new girl in town, the ins-and-outs of the business. But, she learns quickly and enthusiastically joins in the fun in this sexy and humorous look at the past. As Frenchie would say, "You're doing fine, dearie, keep up the good work!"