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Terry (Martin Lawrence) is an up-and-coming comedian who will do just about anything to secure the all-important late-night spot at Dukie's Comedy Club in Los Angeles. "Anything" includes reluctantly engaging in romantic interludes with the club owner's wife (Jedda Jones), all the while wanting to be with Aretha (Phyllis Stickney), the club's queen of comedy -- who only has eyes for someone else.