Innocent, sexy Allyson leaves her boyfriend Peter to go to acting classes in Los Angeles. In Los Angeles she rents a room in an apartment building from the grumpy Mr. Merry next to the resident working girl, Bridget. During the day Allyson struggles with her acting lessons at arrogant Eric Constantine's acting school whilst at night she plays with herself as she watches beautiful, confident Bridget through the keyhole servicing her clients. In class she meets professional photographer Jerry who offers to shoot her a portfolio.

Tommy has just joined the cast of the top-rated kids' show, "Captain Mike's Mystery Monsters," and is anxious to find out just how the special effects crew gets the monsters to work. Imagine his surprise when he discovers they're not special effects at all! Adding to the situation, the monsters' original owner, evil Queen Mara, has returned to Earth to reclaim her property and take revenge on Captain Mike for stealing them.