When T. J. and Benji, two California twenty-something best buddies, lose their girlfriends, they start a home grown bikini modeling academy to make money and meet new girls. With a little help from T.J.'s Uncle Seymour (Gary Busey), the guys begin recruiting pretty girls, until a rival modeling school owned by their old grade school enemy tries to shut them down.

Fraternity brothers head to Las Vegas for spring break. One of them steals the sword of Thutmose III from a hotel. But they have unleashed an ancient curse, and a sand storm that slowly moves down the strip, destroying famed hotels. Seeing the massive destruction, they find out about the legend of the sword and try to stop the storm. They must find a sacred urn, the largest piece of pure gold, and the Dark Messenger. They race against time to find the items before Vegas is wiped off the map.