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.
An elderly dementia patient must decide whether to leave this world under his own conditions, before he loses his dignity, or give in to his loving family and nursing home roommates' appeals to fight on and risk losing it.