Lauren is a struggling actress who ends up in an acting class taught by renowned theater genius Stanislav Korzenousky. Sandy, an obnoxious, morally loose bimbo, turns up in the class as well. They find out that they are both in love with the same man, Michael Santers, and consequently do not get along. Turns out he is a secret KGB operative and the two women have stumbled on his plot to wreak world havoc with a deadly toxin, and Korzenousky is in on it. With the help of Weldon, an undercover CIA agent enrolled in the class to keep an eye on Korzenousky, and Frank, a drunk New Mexico hippie, Lauren and Sandy overcome their differences and decide to teach Michael a lesson and foil his plan.