Mark and Jason are both star runners on their university's all-boys track team. They're each other's rival and only real competition. But then Jason starts pulling ahead, winning again and again. And then, to make matters worse, he ends up stealing Mark's girlfriend -- and Mark won't stand for it.

With the help of a witch, Mark tricks Jason into drinking a magic potion designed to turn him into a girl. As a girl, Jason wouldn't be able to compete on the all-boys track team any more, and better still, no longer be a threat for stealing anyone's girlfriend ever again.

Slowly, Jason begins transforming. Little by little, his mind and body become more and more feminine. He doesn't know how or why this is happening to him, but if he doesn't find a way to stop it soon, it may be too late.