George Kuffs didn't finish high-school, just lost his job, and his college-age girlfriend is pregnant. To top it off, George's brother Brad is killed and George inherits Brad's "patrol special" privatized police district and all the problems that come with it.

Three manic idiots—a lawyer, a cab driver and a handyman—team up to run a ballet company to fulfil the will of a millionaire. Stooge-like antics result as the trio try to outwit the rich widow and her scheming big-shot lawyer, who also wants to run the ballet.

Young sprinter Chris Cahill is having difficulty reaching her potential as an athlete, until she meets established track star Tory Skinner. As Tory and her coach help Chris with her training, the two women form friendship that evolves into a romantic relationship. Their intimacy, however, becomes complicated when Chris' improvement causes them to be competitors for the Olympic team.