Over at her house, Lannie and her friends relax by the pool. They talk about boys and sex. Debbie, (Bunny Bleu) goes topless with Cheryl (Susan Hart). A self-conscious Lannie follows. Cheryl flashbacks to how she lost her virginity while babysitting after calling Bill (Greg Rome) over. She was nervous about giving oral sex at first, but he made her comfortable. Debbie tells the girls that she makes guys like Kevin “beg for it.” Back at Mark’s house, Kevin tells the guys he let girls beg for it. Lannie’s mom, Mrs. Waters, shows up with a pitcher of drink, the girls left. Mrs. Waters set her sights on Mr. Kennedy.

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Instead of going outside as planned, Lannie, Jeff, Debbie and Kevin meet for a “picnic” inside the house. Jeff takes Lannie to the kitchen after getting a signal from Kevin. Lannie’s dress get wet and she teases Jeff then remove her dress. Jeff gets overwhelmed and ejaculates on himself. Debbie teases Kevin before sex. Lannie goes home and fantasizes about Jeff. She masturbates to the thought of having sex with him. The scene cuts back and forth between Lannie touching herself, and the imagined sexual encounter outside on a picnic table.

Mark calls Kevin then invites Debbie, Kevin's girlfriend, to his home. Debbie shows and Mark orders her to perform sexual acts. He makes her undress and tells her to lie on the bed and close her eyes. He secretly brings in Wendy (Leslie Thane) and Louis (David Sanders). Wendy performs cunnilingus on Debbie until Mark tells her to open her eyes. Mark has sex with Wendy, while Debbie does Louis, until they switch partners. Excited by the encounter, Debbie calls Lannie and tells her she’s ditching Kevin—“a boy”—for “a man” like Mark. Lannie declines the prospect and says she knows what gets her hot. She hangs up and looks over at her friend Cheryl lying beside her.