Two friends, Lacy and Trudy, intent on having a fun ladies night out at a local jazz bar are observed by a couple of men who wonder the age old question “Why do ladies always go to the toilet together?” Fred the Fly, listening to the two men decides to follow the ladies to discover some of the secrets for himself and becomes ‘A fly on the wall’. Lacy and Trudy are touching up their makeup and talking then the fun starts. At first there is some gossiping but that is nothing compared to what the fly is about to observe and discover. From a nervous transvestite to a crazy psycho woman we meet some colorful characters along the way. Join the fly in watching a roller-coaster of emotions and how the friendship of Lacy and Trudy handles alcohol, drugs, aggression, lesbian affection, deceit and new lustful experiences.