High off the success of the low budget film he picked up at MUFF, Vic attempts to produce an indie-thriller and shed his reputation as a soft-core smut peddler.

Will converting to Judaism, adding a “-stein” to his last name and enlisting the help of an experienced producer be enough to gain Vic Morgenstein the respect he craves from his peers?

Losing your cool at the birthday party for your investor’s kid may be the easiest way to lose money on a film; just ask Vic. Desperate to raise a million dollars, Vic discovers his only option for a new investor may be a bottle of sake away.

Things continue to spiral out of control at Vic’s Flicks as demands made by the new outlandish investor Kenji Nakamura (Nobuya Shimamoto) forces Vic, Julia and Rufus to make concessions including, upping the blood, guts, product placements and nudity; all the element of a Hollywood blockbuster.

The crew is sure the movie is doomed when a famous porn star, Scarlet Saint-James (Karen Cliché), is cast as the lead actress of their legitimate indie-thriller. They soon learn all porn stars are not created equal.

When a check from Kenji comes unsigned and for less than the full amount, production comes to a halt and Vic goes on a wild quest to get his money. On the set, Rufus’ attraction to Scarlet has Lance (James A. Woods) feeling like he’s “B-list” for the first time.

They’ve all seen her act but will they see her topless? The clock is ticking and the cameras are in place to capture Scarlet, once porn star, now lead actress, in all her glory.

Now with Rufus gone and the lead actor in a mental institution, completing the film seems impossible. But will the hiring of a new and eccentric director turn the production around?