Unappealing cast - not only how they look, but who their characters are, and what they do. Terrible camera work, neutering whatever was meant to be erotic, or at least titillating. Less nudity, story and production value than in any of the late-night soft-core flicks on Cinemax or Showtime. Or one of those pulp "photography" magazines that provided cheap thrills before Hef delivered Playboy unto us.