Tom Byron plays a virgin teenager named Matt Russell who dreams a lot. He has a crush on Gloria, (Ginger Lynn), the girl next door who likes teasing him by swimming naked. He falls asleep with headphones on and dreams of going over to Gloria's one day, she points at his erection then tells her mom. Gloria's mom (Laurie Smith) is not angry, instead she seduces him in her bedroom. Matt wakes to his parents who are going on a trip. His dad warns him to avoid his older brother Vince (Jerry Butler), who's been barred from the house. Matt dreams Vince convinced him to secretly watch him with a girl. The girl finds out but Matt wakes up to the sound of the doorbell.
Vince sends over a prostitute named Angel (Tanya Lawson), who instructs Matt how to pleasure women. The two has feelings for each other, and the next day, they devise a plan to open a brothel, so he could repay for her services.
Vince sees a naked woman (Lois Ayres) dancing seductively next door but she rejects him when he goes over. Vince sees her again but ignores her. Matt calls him over and sees two hookers (Crystal Breeze and Renee Tiffany) doing a lesbian show for Albert (Ron Jeremy). Albert leaves with one (Breeze), Vince hooks up the other one (Tiffany).
Matt turns gets confident and starts wearing a sunglasses and smokes cigars. He gets jealous when Vince comes on to Angel. He goes over to Gloria's house but she's angry at not being invited to his "party". She leaves, but he follows her into her bathroom. Gloria's turned on by his newfound confidence. He's upset after believing Vince and Angel hooked up. He forgot that his economics tutor Laura (Lois Ayres) was coming over. He finds out that nothing happened between his brother and Angel because she likes him. Vince meets Laura, and realizes she's the naked woman who rejected him. She succumbs to his persistence.
Matt eagerly clears the house because his parents are returning in a few hours. He sees Tracy (Traci Lords), whose customer didn't show up. He tells her about his parents but she has other ideas, eventually putting him in the mood. After everyone leaves Angel stays behind. She wants him to come with her but he declines, telling her does not have the money to support himself. His parents arrive and ask if she's his tutor. "Just a friend," he says. Angel overhears the news that Matt's uncle left his entire estate to him. The movie cuts to Matt asleep outside. Off screen, his mom tells him and she and his father are leaving for a few days to take care of his sick uncle.