A dying prisoner whispers the location of his loot to the facility's psychologist, who heads to the New Jersey suburbs to find it. Two prisoners overhear the plan and escape to get the millions for themselves. Who will get the money?

Bill is a professional masseuse who lives in Southern California, and has a life many men would give their right legs to have. He makes house calls to some of the more beautiful and affluent women of Southern California, massages them, and makes love to them (or what is called "special favors"), and gets paid for it. What more could a guy ask for? However, he starts doubting whether he's doing the right thing when it comes to these "special favors", especially when some of his clients (most notably a blonde named Lillian, played by former Playboy Playmate Tina Bockrath) are looking for more then he expected. Meanwhile, his strictly-business partner, Sue, whom together own and run a tanning salon/massage parlor in a strip mall, is having her own love issues. She lives with her boyfriend, Jake, a wealthy but obsessed businessman who appears to have his cell phone stuck to his ear at all times and cares more about his business then her, despite her attempts to seduce him.

A group of friends are hired to redecorate a beach house while the elderly owners are out of town for the summer. Redecorating is the last thing on their minds, and a wild bikini filled summer is had by all. An imposter-photographer, a bikini designer, an all girl metal-band, and the token environmentalist all join forces in staging a riotous Bikini Contest... much to the consternation of the local D.A., and her loyal cadre of policemen.