Gangster's girlfriend hangs out in a Las Vegas hotel with her cop protectors while she waits to testify.

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.