When Wall Street burnout Shane Naminski (stand-up comedian Mike Hatton) inherits his uncle's Vegas strip club, he is disheartened to find that the wonderland of his adolescent fantasies has fallen on hard times thanks to the mismanagement of his uncle's pansexual business partner Harry (Dave Foley, KIDS IN THE HALL) and his idiot nephews MC Paulie (Matt Offerman) and DJ Josh (Christopher Zane Gordon) who have allowed the club to devolve into a miasma of drugs and prostitution. While Shane's manchild slob friend Tommy (singer/songwriter Har Mar Superstar, STARSKY & HUTCH) - ostensibly making a serious documentary about their Vegas experience with a camcorder he found at a garage sale - throws himself headfirst into the debauchery (cue: toga party), Shane is ready to throw in the towel until just-off-the-bus would-be waitress Chloe (adult star Bree Olson) inadvertently invents pole-dancing while showing off her gymnastic training. Shane takes out loans and renovates the club - and buys ad time on television - and the joint is soon jumping. Shane manages to resist temptation since he is interested in waitress/graduate student Christina (Annemarie Pazmino) - who also takes over scheduling the performers since none of the guys can concentrate around "girl fights" - but he cannot summon up the nerve to ask her out. Meanwhile Shane's aunt Nancy (adult star Tera Patrick) - who headlines the show in a Princess Leia act - finds out that her common law husband has left the club to Shane instead of her, she starts plotting with the help of mommy-obsessed city manager Dick Mithers (John Kang) to get the club shut down with new city ordinances and five-thousand dollars in back taxes that Shawn has to pay without a stage for his dancers to perform (which leads to the "discovery" of lap-dancing).

Although the phrase LIVE NUDE GIRLS is not that unusual a phrase when it comes to strip clubs, it is baffling that writer/director Jay Leggett - who passed away in 2013 before the film's release - should co-opt the title which in the film world has become associated with the 1995 Julianna Lavin indie chick flick. Leggett's film is a throwback to raunchy eighties comedies that, while not without its share of laughs, largely fails due to an overall lack of discipline on the part of the filmmakers. Most of the supporting cast is made up of comedians (who probably are funny up against a live audience), but their improvisation - particularly on Tommy's talking head interviews - is meandering and the camera does not know when to cut away (only Foley seems capable to modulating his performance to the scene and to play off the varying levels of talent of his co-stars). Hatton, Pazmino, Olson, and Patrick give relatively good lead performances, but the director seemed reluctant to reign in the supporting actors (or didn't know what he was looking for with them). The cameo by prominently-billed Foley's fellow NEWSRADIO alum Andy Dick is surprisingly not disastrous or particularly outrageous (even though he plays a sex toy dealer).