Phyllis is going to visit her best friend in 2 days for her birthday. It occurs to Phyllis that a vibrator would be the best gift, because her friend has been sexually careless lately. She spends the next two nights in XXX shops, encountering awkward run-ins with her mother, friends, and giant dildos.

Filmmaker Frankie and his wife Nina examine the high cost and often needless complexity of modern weddings.

Having Fun Up There follows Mark, a 37 year old musician in crisis. Mark has long since given up on the idea of being successful with his music, but his relationships, job prospects, and self-esteem are strained by his desire to continue playing. Throughout the Fall, Mark tries to get a handle on his better-late-than-never adulthood, as his art continues to both destroy him and save him.