Two women who have been unjustly confined to a prison planet plot their escape, all the while having to put up with unhinged guards, crazed wardens and mutant rodents.

Among the finalists for "Centerfold Of The Year" are Angel and her spiteful rival Betty. However, no one is aware of Angel's involvement in a secret medical beauty enhancement program headed by Dr. Lindstrom. Desperate to win, Angel overdoses on Lindstrom's formula, with disastrous results. Soon she has grown to monstrous but shapely proportions, causing all sorts of complications, the most dangerous being Betty's jealousy of Angel's new-found attention. Betty discovers Angel's secret and takes the formula herself, causing her to grow into an equally gorgeous giant. As the girls battle it out on Hollywood Blvd., Dr. Lindstrom races to find an antidote.