As Zipper's Clown Palace (a strip bar) closes, Neil wanders in and decides to hold the dancers, bartender, and remaining customers hostage. He torments them with little tasks he wants performed, playing on their weaknesses and relying on his gun for intimidation. Eventually the hostages begin formulating plans to thwart his control. Meanwhile, two policemen are observing the outside of the strip joint, realizing that something's wrong and trying to decide if it's worth ruining their buzz to intervene.

While searching for his kid sister Lisa, who disappeared into the seamy world of Los Angeles strip clubs, streetwise cabbie Rick meets Angie, a woman forced to dance to pay off the debts her father incurred while gambling. Rick's search for his sister becomes more desperate as he finds out more about the dark world of power and intrigue hidden beneath the city's neon lights.