The plot follows the story of Rosebud and her mother on a cruise to cruise. Rose is to marry Hal, who makes her stomach queasy. Mom, trying to convince Rose of Hal's many good qualities, can only come up with, "He's handsome." Despite the poor advice, Rose loans her mother a hat and shawl; nice gal, she didn't want mum to catch a chill.

Rose sets about to find her own fun in this film. She meets a young man who comes aboard with a male friend who is a bit seasick. Once he recovers, they go to where the luggage was being stored. Appreciative of her concern, he gives her the tonguing of a lifetime. Off go the costumes. Rose is left in nothing but tan stockings; she has a nice enough top half, but her ass, in one word is best described as "dumpy." She gives him head and they fuck like crazy on top of other people's luggage: bent over, doggie, the works.

While that is going on, Mom, dressed in Rose's hat and shawl, is mistaken for Rose. Hal gropes her from behind. She puts up a struggle, but by the time Hal realizes his error they were too turned on to stop. As they screw a young passenger walks in and masturbates to the scene. Before long, he joins them and we get to see Hal penetrating Mom while she gives our young friend head.

Unfortunately before our stud finishes with Rose, he has to return to his cabin to check on his seasick friend. All horned up, Rose retreated to her cabin to masturbate. A wild haired, red-head, with big boobies, peeks in. Soon she made her presence and intentions known. Rose replies, "I could never be with another woman; I mean, I'm engaged to be married." She lies. We see enough pussy licking and breast squeezing to satisfy our horny Rose.

Content, Rose then walks in on Mom, Hal, and the passenger. Although she clearly looks amused by the undulating threesome, she smacks her hand hard on the wall and exclaims, "Mother, how could you!" Mom is too hot and bothered to care and begs the young passenger to cum on her tits as Hal runs out after his fiance.

Meanwhile our young friend and his male companion are both masturbating in their cabin. That's one way to cure seasickness!

To even things out, Rose hooks up with a gentleman sporting an especially curly moustache. She takes him to the luggage room and tells him to hide. Things really get fun when Hal finds her and begs for forgiveness. "I'll do anything," he promises. Rose summons curly moustache man, and orders Hal to, "suck his cock!" Although Hal seemed apprehensive at first, once he gets down to it I could tell he was an experienced cock-sucker.

It soon became Hal's turn to get sucked. He enjoys it enough to give Rose a serious licking herself. Rose gets more demanding and makes Hal bend over to get fucked up the ass as he continues to work on Rose's pussy. The ship was rocking; all aboard were ready to shoot their loads.