The plot closely follows the original Israeli film Eskimo Limon (Lemon Popsicle), and revolves around protagonist Gary, a typical high school student in early 1980s Los Angeles, and his friends Rick, the slick ladies' man, and David.

Most of the plot involves their numerous attempts to have sex, which are usually successful for Rick and David, but rarely for Gary. Early in the film, the three boys pick up three girls with the promise of ******* (instead they use Sweet'n Low). They go over to Gary's house where he gets stuck with the homely and overweight Millie, a friend of the other two more attractive girls. But their party is interrupted when Gary's parents return home and pandemonium ensues.

A love triangle develops between Gary, Rick and Karen, a beautiful transfer student to their school who is a virgin that Rick is determined to have sex with.

One day Gary delivers pizza to Carmela, a woman whose sailor boyfriend is never home, and she tells him she wants more than just pizza. Being too afraid to follow up on it, he goes away and convinces his friends to go along with him. They drop by her home using the pretext they were nearby on a pizza delivery and decided to bring her over some extra pizzas. She lets them in, puts on music and performs a sexy dance routine, to the delight of the boys. She promptly fornicates with Rick and David, but her boyfriend Paco returns home just as Gary is about to have his turn, prompting them to flee.

Eventually, Rick gets Karen pregnant after they have sex only once, and he leaves her. Gary decides to help Karen pay for her abortion by selling most of his possessions and borrowing money from his boss. After the abortion, Gary and Karen spend the remainder of the weekend alone together in Gary's grandmother's house. While nursing her back to health, Gary tells Karen that he sincerely loves her. Karen appears to reciprocate and they both share a tender kiss. Karen invites Gary to her 18th birthday party the following week. Gary scrapes up a few more dollars and buys Karen a gold locket for her birthday.

When Gary arrives at the party, his dreams of a lasting romance with Karen are shattered when he sees Karen making out with Rick. Despite what Rick had put Karen through, she apparently decided to take him back. Gary angrily leaves the party without saying a word to either of them, taking Karen's gift with him. Tears streaming down his face, Gary drives home alone, emotionally broken and defeated.