Gayle, Becky and Judi are three 30-something best friends who've always dreamed of being fabulous, but never grew out of being geeks. So, when Becky gets the opportunity to unofficially chaperone her boss' daughter, Ashley, to the college spring break destination of South Padre Island, the ladies decide to try to turn their tragically un-hip lives around and party with the beer and bikini set. Through keg-stands, hook-ups and foam parties, Becky, Gail, Judi and Ashley are about to discover that it's better to stand out, than to fit in.