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.

A rising Boston gangster (Ben Barnes) endangers those around him when he starts to make moves without the knowledge of his boss (Harvey Keitel).