Cheech must deal with losing his job, his angry neighbor, and trying to score with sexy Donna. Meanwhile, Chong meets Cheech's cousin Red and the two have a wild time in Hollywood with a big bag of buds and a cool Ferrari. Along the way they meet everyone from Pee Wee Herman to really cool aliens.
After the death of their super powered villainous boss, low-level henchpeople Beatrix, Cain, and Harold are left destitute living in an abandoned grocery store. Not content with the situation they find themselves in, Beatrix is determined for them to strike out on their own and take over the world by any means necessary.