They wanted them; They got them; They used them. Airhead college guys Carlton Achey, Ned Brakey, and Larry Hart live together in Brest House, a private off-campus residence at Logelife College. Their guiding principle is to always take advantage of whatever opportunities come their way. They are fixated on breasts and when they mysteriously grow their own they plan to use them to cause mischief while they learn to undo the effect. Their additions result from an invention of the missing uncle of one of the trio - whom they learn had the same mammary fascination. Although they don't know it initially, two other groups are also interested in the uncle's inventions for different reasons. The three enter the Homecoming Queen contest of a rival college expecting their shapes to win them the prize, at which point they will drop their pants and astonish those guys. They will also use their endowments to pass muster and get into an awards event at snooty Snutty all women's college and cause some confusion there. But when one of them collapses, apparently dead, and they conclude that was somehow because of the breasts, the others panic and rush to find out how to reverse the effects before their boobs kill the boobs who wanted and grew them.