This adult sex comedy is set in a Texas cat house in Galveston with a host of whacky characters, sexy young women and romance in the midst of the oldest profession of all. Farin owns the bordello where Mom, his adopted mother, is madam to all the girls, including Apple Pye, Mom's and Farin's number one girl, enjoy their work, and makes a great living. It gives a new meaning to the phrase, "Find what you love to do and you'll never have to work a day in your life."

Apple is in love with Farin but his ex-high school sweetheart, Kari, who is now married to one of Houston's richest developers and the cat house's biggest customers, comes back into his life and everything is turned 69 over 69.

The cat house has a bomb threat and a police raid all of which, it turns out, were triggered by Farin's ex-girl friend's husband. This is when Mom and Farin hatch a scheme to get even and possibly get Farin and his ex back together.