When a new planet is discovered in Earth's solar system, Capt. Flash Rogers is picked to head a team to investigate. They find that high levels of silicon in the atmosphere has created a society of gorgeous, large-breasted women--but things start to go south when Flash discovers that these Amazonian babes are planning to take over the Earth in order to replenish their shrinking supplies of silicon.

An engaged bachelor and his friends go out for a night of action. After seeing all of the nudity on the sunset strip, they decide to compete to see who can get the most action.