Boom Boom Bronsky is a porn director summoned to Cleveland to meet with a mob boss. The mob is intent on muscling in on Bronsky's business and easing him out of the picture.

A beautiful young Asian girl, trying to earn some extra money, takes on jobs as a babysitter. The job introduces her to a whole new world of sexual experiences, and she discovers that she actually likes them.

The Star Angels are sent to the planet Phallus to prevent a takeover of Earth.