In the middle of the night, a handsome young man struggles with insomnia, a result of receiving prank phone calls. As he falls in and out of sleep, he has three different erotic dreams: a tryst with a hunk in a 1950's suburban backyard pool; an erotic yet disturbing vampire sequence, and a voyeuristic four-way with French sailors set in the 1940's (an homage to Jean Genet).

When the Texas State University Fightin' Armadillos football team is disqualified for cheating and poor grades, the University is forced to pick from a team that actually goes to school. Will they even win a single game?