When T. J. and Benji, two California twenty-something best buddies, lose their girlfriends, they start a home grown bikini modeling academy to make money and meet new girls. With a little help from T.J.'s Uncle Seymour (Gary Busey), the guys begin recruiting pretty girls, until a rival modeling school owned by their old grade school enemy tries to shut them down.
When a rumor spreads through the neighborhood that he's got more to offer than most men, an awkward virgin becomes popular beyond his wildest fantasies. Strippers, housewives and the town's most gorgeous eligible women throw themselves at him.