It is cold inside and when he approaches his girlfriend's room he finds a dead man with his mouth wide open.

While doing their laundry after drinking too much beer, Luke meets two seductive girls named Lily and Constance.

He then watches in horror and confusion as reptilian tentacles unfold from their chests and sexually arouse them while Constance sprays Lily down with a can of liquid nitrogen.

Meanwhile, the police find the body of a young man named Bobby from the college, frozen from the inside out and his mouth wide open with a look of terror on his face.

a toothy ovipositor tentacle unfolds and is shoved down his throat as part of the alien mating process.

In an effort to catch the aliens in the act and prove their existence, Luke and Alex hatch a plan to record them.

Angered, Lily prepares to rape Luke to death and unleashes her tentacles but accidentally knocks over a candle, which starts a fire.

Constance, meanwhile, becomes emotionally engaged with Roger, explains to him that the aliens have come to Earth to impregnate men, as their race is dying out.

Luke teams up with Detective Amanda (his former girlfriend) and obtains a home-made flamethrower, determined to put an end to the aliens' terror.

Luke confronts the aliens and kills Natasha and Lily by burning them, not realizing the truth of their mission.

Luke now has solid evidence of the aliens' existence as there were witnesses who saw them in their true form, and he leaves Amanda to deal with them while he runs off with Alex.