When T.J. and Benji, two close friends in their twenties from California, find themselves single after their breakups, they decide to launch a local bikini modeling school as a way to earn cash and meet new women. With some assistance from T.J.’s Uncle Seymour (played by Gary Busey), they start enlisting attractive models. However, their venture faces a challenge when a competing modeling school, run by an adversary from their elementary school days, attempts to put them out of business.