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This 8mm film was optically transferred at the Kinsey Institute. The projector sound was left on the track to give a more realistic viewing experience.
Two woman window shopping wander into a clothing store just before closing to try on short pants. When the women take several minutes to try on the clothing, the manager impatiently looks at his watch. The scene switches outside to a woman (supposedly the manager's wife or girlfriend) smoking while impatiently waiting. As the manager grows more agitated, we see the two women putting on their short pants topless.
Finally, the manager knocks on the dressing room door, but is surprised to be invited in by one of the topless women. As the three of them start kissing, a cleaning lady mops outside of the dressing room. After the manager emerges to get someblankets for the three of them to lay on, curiosity overcomes the cleaning lady and she peeks into the dressing room. As the manager and two women undress and engage in sex, the cleaning lady masturbates while watching.
The film ends with the two woman dressing and leaving with their free pants while the manager's wife/girlfriend gets fed up with waiting and leaves.