On the northwest side of Milwaukee, Mark Borchardt dreams the American dream: for him, it's making movies. Using relatives, local theater talent, slacker friends, his Mastercard, and $3,000 from his Uncle Bill, Mark strives over three years to finish "Covan," a short horror film. His own personal demons (alcohol, gambling, a dysfunctional family) plague him, but he desperately wants to overcome self-doubt and avoid failure. In moments of reflection, Mark sees his story as quintessentially American, and its the nature and nuance of his dream that this film explores.

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?