Three nerds--Brock [Tim Conway, Jr], Russell [Tom Shell], and Kyle [Eddie Deezen] -- want to make a movie. They take their script to Brock's Uncle Aaron Pendleton [Jay Richardson], a "famous" movie director in Hollywood. While Uncle Aaron is reading the script, the boys do a little sightseeing. First stop is a call girl service in Beverly Hills where they meet Madame Cassandra [Britt Eckland] and her girls--Jessica [Debra Lamb], Claudia [Jillian Kesner], and Kristina [Michelle Bauer] --all vampires. Kyle, trying to be faithful to his girlfriend Molly [Brigitte Burdine], leaves the brothel. When neither Brock nor Russell return home that night, Kyle revisits the brothel only to find that no one remembers his friends. Kyle goes to the police, but they advise him to wait until his friends show up. Becoming worried, Kyle calls Molly who catches the next flight to Hollywood. While explaining the disappearance to Uncle Aaron, Brock shows up, looking pale and clammy and with two bites on his neck. Sure that they are dealing with vampires, they get advice (and props) from Father Ferraro [Robert Quarry] and, one by one, Kyle destroys the vampires...except for Brock and Molly.