CIA agent Osbourne Cox is writing his memoirs after getting fired from the CIA. The disc containing the memoirs is discovered in the female locker room at the gym, where it was left by mistake by the secretary of Katie Cox's divorce lawyer. Katie had downloaded the information secretly so her divorce lawyer would have ammunition for their case.

Assuming that the disc contains vital classified information, gym employee Linda Litzke and her co-worker Chad Feldheimer decide to sell the info to the highest bidder. Feeling the sands of time running through her sagging figure, Linda needs the money for a series of expensive plastic surgeries but her quest for beauty sets in motion an unanticipated string of deadly, comical disasters.