Lisa De Leeuw is Agent 38 DD in this James Bond-inspired spy spoof.

Convinced that Buttman is washed up, Buttwoman and Roscoe Bowltree conspire to replace him at Bruce Seven's video company. Buttman does his best to fight for his job, but his efforts seem to come up short. Will Buttman be fired?

In the shadows of your mind, a distant memory of sexual awakening refuses to die. Perhaps it was the first strip club you ever walked into. The erotic tension was so thick you could barely breathe. Everywhere you looked there was a sexy dancer showing off, inviting you into her web, and for a tip, rubbing against you and letting you cop a feel. This is the story of a man's search for that ultimate long lost turn on. The story continues as outside forces converge to destroy the Shadow Dancers.

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.

Buttman and Dario get lost in the country outside of London. They meet a couple of local girls who challenge even Dario. Later, Buttman visits a salon to get his hair cut and discovers it's run by the famous model Linzi Drew. He discovers one of the stylists there is Nici Sterling, and she's interested in more than just cutting hair. Back in the country, Buttman's car breaks down, but he meets a helpful couple who help him out in more ways than one.

I'm a visual director. I like seeing kinky things. See through butt plugs putting a noose around a long supple nipple and pulling that noose tight and stretching it. But even more, I love seeing the intense pleasure these things give girls ... and when they get turned on like this ... watch out ~ Mad, crazy, fucking! Oh, there is also lots of gaping anal sex ... after all, I am Buttman.

While searching Seattle for women with impressive behinds, Buttman gets distracted by women with incredible breasts. This causes boobs to become his new obsession. Back at his video label, Bruce Seven is skeptical about the idea. Has Buttman lost his edge?

Dario's struggles in making director Julian's movie continue. Meanwhile, Susan is trying to hide the fact that Dario is a porn star from the film's investors.

Have you ever seen a gorgeous girl with a great ass climbing stairs in a short skirt? Have you ever tried to sneak a peek up that skirt but didn't get a good long look because you were afraid you'd get caught? John "Buttman" Stagliano brings this fantasy and others to life as he takes the risk. He looks up Lauren Brice's shorts while she's on a ladder., Brandy Alexandre's skirts on the stairs, and Sabrina Dawn's bikini on the beach. With the words, "I can make you a star," he gets away with a lot more!

Danyel Cheeks encounters Buttman and friends on the streets of Las Vegas prior to her shift as a stripper. Later, she hooks up with Roscoe Bowltree (!) at the hotel. Buttman himself has better luck in California, including some fun couples who are no match for the sexual energy of Angela Summers.