Gloria works as a top nude model and prostitute, but she has a secret. In reality she is writer and social critic Sarah Asproon researching her new book. Peter finds out and blackmails her by demanding sex for his silence. Meanwhile Sarah develops feelings for computer whiz Cliff, who struggles to resolve his own sexual orientation.

Barry's millionaire boss leaves him in charge of his South Miami Beach mansion, and together with his son, Barry Jr., they use the house as a base of operations for a new modeling agency. Soon they find there is more to the modeling business than surrounding themselves with beautiful women.