Russell Mulcahy (of "Highlander" fame) films British comedy luminaries Peter Cook and Dudley Moore recording their last comedy album featuring two of their most beloved characters, lavatory attendants Derek and Clive. Booze, drugs, strippers and practical jokes (sometimes bitter and sick on the part of Cook) are provided. Throughout the recording, Moore has to weather the abuse and disdain of his longtime partner in the wake of his success in the American market (with films like '10' (1979) and Foul Play (1978)). The film marked the last appearance of Peter Cook and Dudley Moore together as a team and the end of their partnership which began with "Beyond the Fringe" in 1959. The men discuss "getting the horn" (i.e. getting "in the mood") at the most unlikely times, improvise songs filled with obscenities (Cook's two-note piano opus entitled "Dutch Bitch" is coarse and hilarious to those who are not easily offended) and work out their aggressions toward one another in the strangest ways, in the midst of putting the album together. They engage in all-out war and undeniable camaraderie.

Peter Cook and Dudley Moore's Derek and Clive characters - supposedly two lavatory attendants - first surfaced on a series of bootleg tapes in which the duo discuss taboo subjects with much foul language, in-jokes and unscripted bickering. The tapes acquired such a large cult following that three Derek and Clive albums were issued in the UK - Derek and Clive Live (1976), Derek and Clive Come Again (1977) and Ad Nauseam (1978), whose recording sessions form the bulk of this film.

Clive:
I tell you one thing I can't stand.


Derek:
Tell me.


Clive:
About Russia, is the dead bodies in your hotel room.


Derek:
Oh, Blimey, yeah.


Clive:
Because I booked into, you know, a second class hotel, second class hotel, two stars. And, er, I asked, er, room service, erm, you know, for a light meal because I was going sight seeing the next morning. And I said I'd like some chips and, er, steak, medium rare and,er, banana fritter, you know, and this bloke come up to the room and frankly it wasn't what I ordered. He brought up, er, three thousand dissidents.


Derek:
Oh, God.


Clive:
With their testicles attached to electrodes. And I said call this fucking room service? Not room service, I said. I asked for chips, steak and banana fritters. I get three thousand fucking dissidents on a tray.


Derek:
What are they trying to pull, eh? They think we're cunts.


Clive:
I said, if you're expecting a tip, mate, if you're expecting a tip, you can get the fuck out of my hotel room.


Derek:
Yeah.


Clive:
Anyway, they just dumped them down on the floor. All these dissidents. I got talking to them, some nice blokes, actually. There's Sergia, er, Wolankov. Sergia Wolankov.


Derek:
Oh, Wolankov, yeah.


Clive:
He wrote some poetry, he wrote the poem saying, er, the Soviet Union is a khazi, Mr Breznev is a cunt, and, er, er, I want my freedom, you see. And he published that in a dissident newspaper.


Derek:
I'd rather be room seviced than in prison.


Clive:
I'll say one thing for Russia, the health service is tremendous.


Derek:
Oh, yeah.


Clive:
As soon as you're ill, they kill you.