Once he's hired by to work nights at the Erotic Sex Museum, a security guard finds out that the characters in the displays are coming to live—and cumming together.

Jim Powers explains, "The idea for this movie goes back about four years ago, when I met the owner of Smash Pictures, Dan Quinn, and Harry Mohney, the owner of the Erotic Heritage Museum. They wanted to make a movie incorporating the legends of erotica at the museum. I put together a script, making a parody where the night watchman sees the exhibits come to life."

The cast includes James Deen as Harry the night watchman, Riley Reid as Emily the tour guide, Zoë Wood as the horny stowaway, Eric John as John Holmes, Anthony Rosano as Harry Reems, Anna Morna as Linda Lovelace, Elizabeth Bentley as the nurse, Chanel Preston as Marilyn Chambers, Isiah Maxwell as Johnnie Keyes, Marcus London as Caligula, Jenna Ivory as Seka, and Ron Jeremy as Mr. McGee, the museum's curator.