Starrbooty (RuPaul) is in the middle of a major karate fight when she receives a phone call informing her that her adopted niece Cornisha has been kidnapped.

With the help of fellow crime fighter Agent Page Turner, Starrbooty learns that her nemesis Annaka Manners is using her billion-dollar cosmetics company as a front for kidnapping prostitutes and selling their organs on the black market.

Page and Starrbooty go undercover as prostitutes (as Pepper and Cupcake, respectively) and in order to be convincing enough to infiltrate Annaka's inner sanctum, they go "all the way" (this includes numerous sex scenes with explicit male nudity, generally designed for laughs).

It is unrated, and though there is no explicit sex, it does feature several of its male stars frontally nude and erect, and at one point RuPaul is depicted graphically fondling a man's penis.

Though this is primarily played for comic effect, it is a marked departure from the "Drag Queen Next Door" image RuPaul cultivated during the height of her fame.