Twelve-year-old Frank Wheeler and his two best friends decide that it's about time they see a real, live naked lady. So they pool their milk money, set out on their bicycles, and leave the suburbs for the big city, where women are rumored to be willing to take their clothes off for cash. After the boys are mugged and their bikes are stolen, they are rescued by a beautiful and streetwise woman named "V" who Frank decides to set up with his widower dad.