On Earth, Flesh (portrayed by Vince Murdocco) is the star of an erotic science fiction film in production. A major mishap on set forces the director to fire the entire crew. As he leaves, Flesh is kidnapped by a trio of outer space cheerleaders.
Dale Ardor (played by Robyn Kelly), Flesh's fiancée, and Doctor Flexi Jerkoff (played by Tony Travis) sprint to the rescue, boarding a small spaceship to pursue the abductors. The cheerleaders take Flesh to their planet and introduce him to their formidable leader, Robunda Hooters (played by Morgan Fox). She explains that the planet's men have been infected by Evil Presence's Impotence Radiation, and that Flesh might hold the key to stopping it because he allegedly possesses The Virile Force.
Evil Presence and his equally-deviant assistant, Master Bator (played by Bruce Scott), learn of Flesh's arrival and scheme to kidnap him, steal his penis, and become the universe’s sole bearer of virility.
Meanwhile, as Dale and Jerkoff feel the radiation’s effects, their spaceship loses power and crash-lands on the cheerleaders' world. While exploring their surroundings, they glimpse the college called Cosmic High and wander through its wild halls. They soon find Flesh being drawn into an orgy by the cheerleaders, and Dale is crushed when she believes he is cheating on her. Presence’s forces thunder in, capture Dale, and the chase is on as Flesh and Jerkoff hop into a rocket to race to her side.
The chase across the galaxy continues as the cheerleaders pursue Flesh. After eluding them briefly, the pair’s luck runs out and they crash on a strange planet ringed by the Mammary Mountains, giant lactating, silicon-soaked hills. Jerkoff grows obsessed with the strange landscape, but the hills eventually lure them toward a gay alien, forcing the duo to flee again. The cheerleaders land and close in, forcing the trio to hide in a cave. An encounter with the alien ends as the cave’s entrance is briefly penetrated.
Inside the cave, they stumble upon the G-Spot, a milk bar run by voluptuous lactating women who transform customers into oversized babies. Bazonga Bomber, a waitress, serves Jerkoff and Flesh; Flesh wisely declines the temptation, but Jerkoff succumbs and is transformed into a baby. The cheerleaders arrive at the milk bar just as Robunda and Flesh begin to repair their rapport, and Bazonga points to the exit. The trio slips through a tunnel and stumbles upon a foul smell: a tribe of sentient excrements, the Turd People, who insist the travelers join their clan. They are nearly reincarnated as Turds, but Jerkoff fends them off with laxative chewing gum. One Turd—Bazonga’s long-lost father—reveals Dale’s location and helps them escape aboard a rocketship he has built.
Flesh, Jerkoff, and Robunda reach Evil Presence’s palace too late to avoid confrontation. Presence and Bator detain them and are prepared to operate on Flesh, but Robunda’s cheerleaders burst onto the scene. A near-fatal encounter with Bator is narrowly averted when Flesh spares him. To halt the impotence ray, Flesh reluctantly agrees to engage in an alliance with Queen Frigid (portrayed by Maureen Webb). Presence is horrified by what he witnesses and a clash breaks out, revealing that he is Flesh’s old enemy, Emperor Wang.
With the help of Bator and Frigid, Wang’s schemes are undone and Flesh moves to stop the impotence ray. Wang drags Flesh into a pit, and the two tumble into a spider’s web where a spider emerges. Flesh frees himself, retrieves a jeweled chest from a Jewish sentinel, and returns it to Frigid. From the chest, an oversized condom is released, which Bator uses to seal the phallic ray-gun.
After the ray is neutralized and virility is restored, the group celebrates. Frigid reunites with Homer, her ex-husband, while Flesh and Dale mend their relationship. Robunda ends her pursuit of Flesh and finds satisfaction with Jerkoff. Although eager to return home, Frigid and Homer invite the trio to their remarriage. Farewells are exchanged as Wang roams the palace in humiliation, and the heroes make their way back to Earth.
