Honey Whitlock (MELANIE GRIFFITH) is a major Hollywood star who's arrived in Baltimore for a benefit premiere of her latest film. Pleasant to the press, but mean to everyone else - including her personal assistant, Libby (RICKI LAKE) - Honey loves being a movie star but hates the responsibilities that came along with the role.
Sinclair Stevens, a.k.a. Cecil B. Demented (STEPHEN DORFF), is an angry young man who hates everything to do with Hollywood and the commercial films it constantly spits out. He's assembled a small and renegade filmmaking crew - the "sprocket holes" -- whose assignment is to take back the cinema along the lines of acting like a bunch of terrorist filmmakers. As such, they kidnap Honey at her premiere, dye her hair and force her to appear in their low budget film that, not coincidentally, is about a bunch of young and angry filmmakers who wish to destroy anything and everything to do with mainstream films.
Among the crew are its two stars, Cherish (ALICIA WITT), a former porn star, and Lyle (ADRIAN GRENIER), a drug addict. The crew consists of Lewis (LARRY GILLIARD, JR.), the art/set director; Raven (MAGGIE GYLLENHAAL) a Satan worshipping makeup artist; and Fidget (ERIC M. BARRY) a young costume designer who occasionally wants to run back home. Then there's Chardonnay (ZENZELE UZOMA), the sound woman; Pam (ERIKA LYNN RUPLI), the film's cinematographer; Dinah (HARRIET DODGE) the producer; Rodney (JACK NOSEWORTHY) the self-hating hair designer; and Petie (MIKE SHANNON) the crew's driver.
With Honey quickly becoming one of their "brainwashed" participants, the renegade filmmakers make various guerilla-style ambushes on film screenings, functions or on location shooting - including that of "Gump Again," the sequel to "Forrest Gump" that stars Kevin Nealon (KEVIN NEALON). They then plan to use the resultant film footage of such action, along with their increasingly pent-up sexual energy, into making their low-budget, and decidedly independent film, "Raving Beauty."