Shot on 35mm film, not cheap video tape.

There was an actual story with an actual plot.

The actresses looked like people you might actually see in real life, and not some teenage runaway who got picked up at the bus station.

People looked like they enjoyed themselves when "getting busy", not bent into a pretzel and practically tossed out of a moving car when the scene was over.

There was actual cunnilingus in the scene.

NOT shot completely in first-person style, by a washed-up, greasy troll like Ed Powers.