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Kay Parker returns as Barbara Scott. Distraught and still yearning for her son Paul, she turns her attention to her youngest son Jimmy (Jerry Butler). Jimmy discovers his mother's incestuous affair with his older brother, and slowly his love for his mother turns to lust! Jealous of Jimmy's girlfriend (Lisa Lake), Barbara begins the deliberate seduction of her younger son. His lithe, muscular body enflames her with passions and carnal urges she knows she should deny. At the same time, Joyce McBride (Honey Wilder), Barbara's best friend and confidant, is secretly fulfilling her sexual desires with her own son, Bryan (Blake Palmer).