Director Jack Horner (Burt Reynolds) finds talent in the strangest places, and he's found his newest in the kitchen of a nightclub washing dishes. Timid Eddie Adams has been trying to make ends meet by selling peeks at his extraordinarily large penis to interested customers, but when Jack Horner catches a glimpse of Eddie's "talent", he immediately knows that he has a star on his hands; a star named Dirk Diggler. Horner introduces Dirk to his roster of porn stars with whom he will eventually work and live with, including Rollergirl (Heather Graham), Amber Waves (Julianne Moore), Reed Rothchild (John C. Reilly), and Buck Swope (Don Cheadle).
As disco dies and the fun and feel-good days of the late 1970s make way for rock 'n' roll and the extravagance of the 1980s, the need for crews like Horner & company wane. The golden era of pornography - where plot, acting, direction, and shooting on film were as important as the titillating action - turns into poorly-lit amateur video recordings. Left with dwindling piles of drugs and money, how do these fading porn stars handle the fall?