Fabian is a former professional boxer whose hobbies are quick sexual conquests and brutal winner-take-all fistfights on the beach. Lissa is a beautiful young girl trying to escape the barrio by going to college. They fall for each other hard, but the odds are stacked against them.
As a pre-teen Leslie Carmine has loved wearing his sisters clothes and becomes so skilful at dressing and making up as a girl people have no idea he's a boy. By chance he meets another crossdresser in Jamie Azaria and the two become lovers aged 14. Both boys have the ambition to become shemale/lady-boys when they are older and because Leslie is a member of the wealthy Carmine family he is able to pursue his ambition though he never loses touch with Jamie. They do finally achieve their desire.