When T. J. and Benji, two California twenty-something best buddies, lose their girlfriends, they start a home grown bikini modeling academy to make money and meet new girls. With a little help from T.J.'s Uncle Seymour (Gary Busey),the guys begin recruiting pretty girls, until a rival modeling school owned by their old grade school enemy tries to shut them down.

• New Films International
• Gary Busey
• Morgan Fairchild
• Benjamin Stone
• Phillip Andre Botello
• Olivia Alexander
• Andriana Manfredi
• Meg Braden
• Tara Rice