A woman joins an all-girl gym in the hopes of getting a workout. After becoming a member, she begins to fantasize about having lesbian sex with the other women. Will she act on her desires?

While Buttman is reviewing some of his best scenes from his older features and telling stories for the camera, he takes a break to visit Venice Beach. He meets Trixie Tyler, who is quite intrigued at the idea of being in a video. Later, Angela Summers visits Buttman's home and gets into all sorts of mischief.

You see, it's like this...I've always has an obsession with butts! Maybe it's because my name is Seymore Butts, and I come from a long line of Butts. Or, maybe it's because there's nothing better then a butt. Or, maybe it's more fun to watch a pretty girl walking away from me because they can't see me drooling. Yeah, I drool, and my dick gets hard, and I play with myself. And now, I going to give you the chance to drool, and to get hard, and to play with yourself...Because I found a video camera and I'm going to take you on an adventure in Buttland!

A video cameraman who can't resist getting down on the floor and shooting up at gorgeous bottoms get in big trouble when he incurs the wrath of muscle-bound studs for sneaking butt shots of their round-bottomed workout partners. He is also hired by Dutch model Laura to help her seduce Italian movie star Dario who is already distracted.