High school friends Pee Wee (Dan Monahan), Tommy (Wyatt Knight), Billy (Mark Herrier) and Mickey (Roger Wilson) want to lose their virginity. But when they’re kicked out of a strip club after the owner, Porky (Chuck Mitchell), takes their money, they plot revenge. While they try to get back at him, they deal with other teen troubles, including Pee Wee’s worries that his “equipment” is shrinking, their sexually opinionated gym teacher (Kim Cattrall) and a spy hole in the girl’s locker room.
Teen misfits Gary (Anthony Michael Hall) and Wyatt (Ilan Mitchell-Smith) design their ideal woman on a computer, and a freak electrical accident brings her to life in the form of the lovely, superhuman Lisa (Kelly LeBrock). She outfits Gary and Wyatt in cool clothes, surprises them with a Porsche and helps them stand up to jerks Ian (Robert Downey Jr.) and Max (Robert Rusler). But, all the while, the boys must hide Lisa’s existence from Chet (Bill Paxton), Wyatt’s nightmare of a big brother.