William Bullock is an elderly college professor of English Literature and Composition. In class he's impatient, controlling and unforgiving. When a female student complains he made a grotesque request of her, nobody seems to believe him. The cynical department chairman is titillated by the fact that this ancient stalwart model of fidelity and morality has revealed a too-human part of himself.

Rocky and Bullwinkle have been living off the finances made from the reruns of their cartoon show. Boris and Natasha somehow manage to crossover into reality and team up with Fearless Leader, an evil criminal turned media mogul with some evil plans up his sleeve. Rocky and Bullwinkle must stop the three of them before they wreak havoc.

Susan moves to LA and befriends party girl Nicole, who suffers from painful stomach ulcers but cannot be treated without insurance. Susan decides to temporarily switch identities with Nicole so that her friend can have an operation. However, when Nicole suddenly dies after the procedure, ending Susan’s legal identity, Susan has to pose as Nicole to regain her life.