The film focuses on Queer Duck who wakes up from a late night party and watches a commercial for an amusement park called Happyland. Declaring it a gay day for the park ("Gay Day at Happyland"), they were closed down by the officials and were told to leave because they were gay. Soaking in bed, he realized that there's no point in being homosexual if almost everyone is against it. During work, he meets the quirky, energetic and suave Broadway actor Lola Buzzard (Jackie Hoffman) which stroke his heart from her sweet and sassyness along with her upbeat attitude ("Smile, Damn You, Smile"). He encourages her to do Broadway acting once more which she does in a play called "Still Alive", which she won an award from Rosie O'Donnell's show. Because he starts developing a crush on her, he is deciding whenever to stay gay or turn straight. Oscar Wildcat insisted that marrying Lola would be his only chance of a relationship unlike his chance. During his youth, in the 60s, since homosexuality was a crime, gay bars were hidden and disguised and only revealed at times when authorities were gone. When he went to the bar, he meets a drag queen named Rex who calls herself Regina as she sings "Shamalama" with her band, The Blueballs. The two dance and before they kissed, the Stonewall riots occurred and he was separated from Regina and beaten up but he managed to keep his sixties earring as a remembrance becoming a nipple ring. This decision also has an effect on his lover, Openly Gator who wants Queer Duck to accept for who he is without change. Queer Duck asks Openly Gator about this and he states (in hidden emotion) that whatever makes Queer Duck happy will make him happy. Queer Duck decides to marry Lola but needs help turning straight so Lola recommends him to a homophobic bigoted priest named Reverend Vandergelding who can turn him straight. All of the reverend's procedures failed and so he creates an elixir that turns him straight. When Queer Duck drinks it, he is muscle bound