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?

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?

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.

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.

Buttman and his pals make another trip to Brazil to party and meet beautiful local ladies. However, Tianna is also along for the ride this time. Will Buttwoman steal Buttman's thunder again?

Experience the ecstasy of soft and sweet lesbian love! Don't miss a single moment of this erotic all girl film!

Debi Diamond is the frustrated wife of the body beautiful Randy Spears. Spears pumps up, oils his body and has indiscretions by poolside. Diamond’s friends (Victoria Paris, Tianna and company) pump up, oil their bodies and have indiscretions by poolside. At first hurt, she begins to slink off into the night on her motorcycle looking for some wild, demeaning escapades.

A young woman suffers from debt and erotic nightmares featuring a dark and mysterious man. Uncredited remake of Katt Shea's DANCE OF THE DAMNED (1989).