Billy (Chris Mulkey), a blue collar worker, is obsessed with sex. His friend Eddie (John Jenkins) is in a funk about his job and his recent divorce. He reluctantly agrees to go along when Billy visits his mistress Patti Rocks (Karen Landry). She is pregnant and doesn't know Billy is already married.

During and all-night drive, the two men drink beer and talk about sex, women, work, and broken dreams. Billy gets sprayed by a skunk and verbally abused by a dirty-talking woman. This macho misogynist is actually a pussycat around those he views as sex objects. Arriving at Patti's place, he leaves it to Eddie to explain why he can't marry her.

Karen Landry's portrait of Patti is the best thing about this film. Independent and confident, she decides to have the baby regardless of Billy. With sensitivity, she proves to the burnt-out and self-denigrating Eddie that he is still lovable. As another report on the battle of the sexes, Patti Rocks proves that immature men will always be losers.