Three highschool teenagers are sex obsessed, without being able to get it. Instead, Matt keeps peeping into the women's gym class dressing room. Fred can't talk to girls but their sight prompts him to constantly masturbate in the school's toilets. Deacon attends sex education, but instead of listening to the older teacher he just stares at the pokey nipples of her large breasts.
The guys adhere to Scarface's Tony Montana: "First you get the money! Then you get the power! Then you get the women!" However, Fred gets fired from a video store for supplying them porn to duplicate and sell. Thus they fail Tony Montana by having neither cars, girls, money nor even porn. Matt and Fred go online but can't bypass Fred's online censorship software.
After Deacon's class visits the zoo and the teacher videotapes monkeys mating, Deacon convinces his friends to film porn themselves. Fred steals credit card records from one of his father's patients to purchase hosting for After School Special - a site by virgins, for virgins. For credibility, but to still remain anonymous themselves, they post on the Front Page an image of their braces wearing classmate Roger. Masquerading as Hawaiians vacationing in Cleveland, they cast local strippers. Jake, their popular classmate and Deacon's neighbor, sees the strippers dropping them off at Deacon's. He demands the truth and then his casting. Yet Jake can't perform on cue. The main porn actress, Ashley (Sarah-Jane Potts), agrees helping and casually gives him a handjob. Jake has a premature ejaculation on her hand, and gets replaced with Coop, an everlasting grown student.
Meanwhile, Deacon takes the courage to talk to the popular Naomi (Amy Smart) during a party. In a following party, Jake, who she recently dumped, tries to humiliate Deacon in front of her. But Deacon says she was too good for Jake and kisses her. They then sleep together.
A fire in the shootings sends everyone - including a topless Ashley - out of Deacon's basement right into his family. Deacon says Ashley is his girlfriend. To his surprise, Ashley agrees to stay for dinner. Naomi soon arrives and introduces herself as Deacon's girlfriend. She leaves upon meeting Deacon's "other girlfriend", but Deacon tells her the truth. She asks to add a female perspective. She thinks the purposely nerdish character of Coop should be well dressed and perhaps a foreign exchange student. This causes a rift with Matt and Fred. The fighting causes Ashley to leave.
Naomi takes Deacon shopping for more appealing clothes and says he doesn't need "the boys" anymore. Deacon then apologize to his friends. They consider stop filming, but Ashley shows up saying she needs the film in order to have a reel. They can't resist her charms.
The site becomes popular and Roger has no idea why his hairdresser thinks he can get her roles. She assumes he just wants something in return. Therefore, she fills her hand with hair mousse and suddenly shoves it down his hair apron to give him a reach-around handjob, which makes him scream in panic.
Completing the hard filming, the guys decide to quit porn filming. In a following party, Ashley says the reel she now has got Coop and her a contract proposal. Deacon gently breaks up with Naomi. Roger shows up with his hairdresser. An angry Jake then says he mailed his scene to Deacon's parents. The guys rush out, but two local porn producers kidnap them. To avoid bodily harm, the guys promise to hand over everything. All they want in return is a lifetime supply of porn and retaining the youthful spirit of After School Special.
Deacon's parents' mail contains just his report card, which bad grade in Biology they attribute to having two girlfriends. The taping was stolen by his brother, who blackmails Deacon for it.
At school, Fred and Matt say they again failed Tony Montana by having neither money, power nor women. Alas, Deacon gets back with his returning old girlfriend Rachael. Two attractive girls hit on Fred and Matt due to their new rumored sexual knowledge. The local porn producer/actor compensates them with convertibles. Jake refuses to stop humiliating Deacon and therefore has his embarrassing scene played over the school's monitors.
Deacon's parents watch porn and recognize their portrait and basement.