Mae West as Leticia Van Allen; John Huston as Buck Loner; Raquel Welch as Myra Breckinridge; Rex Reed as Myron; Farrah Fawcett as Mary Ann Pringle; Roger C. Carmel as Dr. Randolph Spencer Montag; Roger Herren as Rusty Godowski; George Furth as Charlie Flager Jr.; Calvin Lockhart as Irving Amadeus; Jim Backus as Doctor; John Carradine as Surgeon; Andy Devine as Coyote Bill; Grady Sutton as Kid Barlow; Robert P. Lieb as Charlie Flager Sr.; Skip Ward as Chance
Myron Breckinridge flies to Europe to get a sex-change operation and is transformed into the beautiful Myra. She travels to Hollywood, meets up with her rich Uncle Buck and, claiming to be Myron's widow, demands money. Instead, Buck gives Myra a job in his acting school. There, Myra meets aspiring actor Rusty and his girlfriend, Mary Ann. With Myra as catalyst, the trio begin to outrageously expand their sexual horizons.