Outrageous cut-rate producer (Christopher Meloni) has a simple dream to film a sketch comedy that is nothing but "dirty Jokes, acted out." After successfully pitching the CEO (Robert Klein) of a comedy company well past its prime, the Producer teams up with an artsy Director (John Lavelle), the CEO's son, whose only previous credit is a warehouse full of novelty t-shirts. While the filmmakers struggle to write the script, raise a budget and assemble a cast, the movie-within-a-movie springs to life. And there on screen in a mixture of cameos and stock stereotypes is a collection of some of the most offensive jokes ever told. As art and life merge, the film spirals downward through a melange of sociology, political correctness and, of course, boobs and midgets, in a no-holds-barred attempt to find the dirtiest jokes ever.