Marilyn (Marilyn Chambers) opens a lingerie store in a small town but faces opposition from stuffy townspeople. That is, until she finds an ancient Druid book of spells.

Three women are abducted by aliens, taken back to their spaceship and experimented on in order to determine if their DNA is compatible so they can help repopulate the aliens' dying planet.

Stacey is an executive in a cosmetic and fashion company. Expecting a big promotion and crushed when her roommate, Lisa gets it instead, Stacey plans her revenge. Unknown to her boss and her fellow co-worker, Robin, Stacey has developed a shrinking ray with the help of Dr. Baines. She confronts Lisa first, shrinks her down to bite size and devours her. To eliminating any witnesses, Stacey eats Dr. Baines and then turns her attention to Robin and her boss, Trish. Each of them is reduced in size and then EATEN ALIVE!

Olivia, a beautiful hooker under the influence of the violent and degenerate pimp Claudio, uses her charms to seduce young women so Claudio can film them. Things take a turn for the worse when Melody, one of Olivia's willing "victims", suddenly disappears one day. Her roommate Alice fears that she may be next.