John (Brad Armstrong) is your everyday average guy. Unfortunately, it is his 45th birthday. He is starting to feel his age, and starting to find a few extra grey hairs. Can anyone say mid-life crisis? So he starts doing all the things guys do in an attempt to regain their youth... From sports cars, to hair dye, tanning salon, and hair salon, from hitting the gym, to hitting the clubs, and of course dating babe women. The fun begins as John tries to keep up with all the babe hotties, as they put him through his paces. Featuring adult super-stars Kaylani Lei, Gracie Glam, Asa Akira, Misty Stone, Lala Star, Amia Miley, Alexa Nicole and Madison Ivy. Most of whom are 20 years his junior, so he has his work cut out for him Thank god for the little blue pill.Then one night when he is picking up his date, he's met at the door by her mother Maria (Franchesca Le). She's not at all happy at the age difference, and lets him know it in no uncertain terms. She puts the kibosh on the date, but as John drives home, he can't get her out of his head. He starts to forget about his bevy of babe beauties. All he can think about is Maria. He finally gets up the nerve to go back, and after a little heart-to-heart, the sparks fly. And with Maria's help, he realizes age is just a number, and that it's not about trying to act babe, it's about finding someone who'll keep you babe... Or at least \"babe at Heart\".