In Passaic, NJ, Elroy Fletcher runs a video store in a condemned building he claims was the birthplace of Fats Waller. Fletcher goes on a Waller centennial trip, leaving his foster son Mike in charge of the store. Mike's peculiar friend Jerry tries to sabotage a power station and nearly electrocutes himself, getting magnetized in the process. He inadvertently erases every tape in the store. Mike and Jerry hatch an plan to hide the disaster by making a homemade "Ghostbusters" to rent to a woman whom Fletcher will be phoning to check on them. Soon, with help, their homemade versions of films develop a cult following. Will this new business save the store and the building? What about Fats?

They're in their 20s. He works in a video store; he's eager, chatty, sleeps in his car. She rents adult films, looks disheveled, rarely speaks. He chats her up, she brushes him off. He takes her address from store records and contrives to run into her. He rings her doorbell; she tells him to go away. He invents a story of a great-aunt who's died; she lets him in but holds a butcher knife between them. So it goes. He presses for a relationship; she ignores him, insults him, or yells. He's persistent, inviting her out, cooking, washing her hair. Both have demons and, as their natures become more clear, his addictive personality and her sex nausea may be on a collision course.

Andy Sargentee is a decent guy and the town's favorite failure: an unemployable dreamer whose ex's husband's wealth intimidates Andy to such an extent he does little with his teen son. Andy's new idea is for Butterface Fields to be the first town to band together to make the first full-length feature amateur adult film. He recruits five regulars at Floyd's Bar to contribute $2000 each. They get the kid at the video store, whose camcorder is constantly on, to be the cinematographer. The pal they all call "Some Idiot" volunteers to be writer-director. Otis becomes producer. Now, can they find actors, and especially, women? Can a pornography project give Andy self-respect?