David Sinclair seems to have everything going for him: he's smart, musically talented, and very successful. To top off his senior year in high school, his band is trying to get a recording session. Therefore, David's suicide leaves everyone, especially his best friend and bandmate, Chris, with a lot of questions.

A young man on a motorcycle passes a pretty young girl on the road whose car has broken down. He stops and offers her a ride home, and she accepts. It turns out that she lives in a brothel run by her mother, and they offer the young man a job--to have sex with all of the hookers who live in the house.

The students of a college film class make an erotic horror film at a vacant mansion owned by the director's father. And we bet you can guess what happens next! Naturally, they soon discover an ancient horror, and one by one, these wanna-be filmmakers fall victim to ageless vampires and their thirst for blood. Soon, most become monsters themselves and start "sampling" the others.

"The Meadows Foundation" is a research laboratory run by dedicated scientist Dr. Flanders and his shapely assistant Dr. Phyllis Alcott. The place was named after their leader, Dr. Meadows, "an underground practicing abortionist." The two doctors, dressed in lab coats and clutching clipboards, conduct experiments on "surrogates" - people whose libidos are damaged. Mainly, they hook up battery cables to naked, spread-eagled women.