Deacon, Matt and Fred are best friends who will do anything for even a glimpse of sex and spend their mornings pirating porno movies from Fred's after school job at the video store. But when Fred is suddenely fired, the well runs dry, and the boys have to come up with a new plan: make their own version of an "adult" film. When their first film becomes a success, they draw the attention of a porn king, who does not like having more competition.