After a long humbling year temping as a traffic cop on a studio lot, Jody is faced with the hard decision of taking the only well-paying industry job she has yet been offered -- editing porn at Grind Productions, a profitable X-rated company run by former porn star and shrewd business-woman Irene Fox (Kristen Johnston). Irene explains that Grind is embarking on their first 'real' movie, which they plan to release in art-house theaters across the country. The consummate saleswoman, she attempts to seduce the desperate Jody to edit the film by challenging her to bring a smart female point of view to the sexual content in the movie, which is the crucial element needed for the film to cross-over into the mainstream. At first horrified by the prospect of exposing herself to the cockroaches of the film industry, not to mention the effect it would have on her strict Jewish parents, Jody has a remarkable change of heart when she realizes that Grind has all the facilities she needs to make her own low budget movie -- on the sly of course. Jody rationalizes taking the job on the grounds that 'the means justify the ends' -- by editing porn during the day, she'll be able to make meaningful art at night. At first, Jody's plan seems to be working out -- she prepares to shoot her film after hours and her parents happily think she has a respectable job - but things get complicated when Jody meets Jeff Drake (Matt Davis), the charming Herr Director of porn. Jeff, also an award-winning filmmaker, once had his own dreams of making 'real' films, but now is a hard-worn cynic who masks his disappointment behind a façade of irony. In Jody, he sees the idealism he once had, while Jody starts to face her own sexual hang-ups as she begins to get aroused by the porn she so harshly judges. When Jody starts making her own low budget romantic comedy at night, she hires Laura (Denise Richards), a sweet ingénue who questions Jody's preconceptions about love and sex as and gradually inspires Jody to embrace her growing attraction towards Jeff, not to mention her unexpected affection for the lowlifes of porn, including the dimwitted but lovable porn star Richard 'Dick' Harder (Jamie Kennedy).