Chuck Lumley (Henry Winkler) and Bill Blazejowski (Michael Keaton) work together in the city morgue over the night shift. Life on the night shift is dull until Bill, who is obsessed with get rich quick ideas, comes up with his best idea yet. When his prostitute neighbor complains about losing her pimp, Bill smells opportunity. He manages to convince Chuck to go along with his new scheme which is to turn the morgue into a brothel. They quickly gain popularity with the city prostitutes as the fairest pimps to ever work the job. Unfortunately while they are gaining popularity with the prostitutes, they are losing popularity with their rival pimps.