15-year old Carlos Amoroso is a virgin - and he's desperate to change that. The object of his desire is Roxy, who doesn't even know Carlos exists. When he sees a television show where a clueless straight guy gets a makeover from a group of gay men, Carlos wonders if Sal, who's gay, might be able to help him. Even though things with Sal - and Roxy - don't turn out the way Carlos expected, through the course of the makeover Carlos learns about life and love, and finally starts to get it.