Benji and Esther steal a day pass from Dean and gain access to an exclusive upscale gym. Esther meets a poised and successful woman named Nora who inspires her to join her club, while Dean is excited by Benji's sudden fitness enthusiasm and takes him under his wing.
Two misfits from different backgrounds try to make their way into the vain and status-obsessed culture of Los Angeles. Along the way, they find salvation in their male/female, strictly platonic friendship.