A jock sneaks into his supposed girlfriend’s house with flowers for her. It is cold inside and when he approaches his girlfriend’s room he finds a dead man with his mouth wide open. He then spots two more corpses.
Elsewhere, Luke Callahan (Corey Sevier) and Roger (Elias Toufexis), two college freshmen and virgins, are desperate to get laid. While doing their laundry after drinking to much beer, Luke meets two seductive girls named Lily (Stefanie von Pfetten ) and Constance (Kim Poirier). When Lily deliberately leaves a roll of quarters in the laundry, an inebriated and horny Luke goes to return them to her. He finds her room is unlocked and he decides to sneak in, finding that it is very cold inside. But when the girls suddenly return, he decides to hide in the closet. Luke watches as the girls open the windows and let the cold winter air surround them, seemingly arousing and comforting them as they strip naked, much to Luke’s amusement. He then watches in horror and confusion as reptilian tentacles unfold from their chests and sexually arouse them while Constance sprays Lilly down with a can of liquid nitrogen.
The police have found the body of a young man from the college, frozen from the inside out and his mouth wide open with a look of terror on his face. The forensic scientists assume a “keg drinking tube” was shoved down his throat, not realizing it was actually Lily, who shoved her alien tentacle down his throat while raping him. Luke, with his girlfriend Alex (Meghan Ory), decide to try to find out what these aliens are and if needed, exterminate them.
The aliens have come to Earth to impregnate men, as their race is dying out. To save their people, the aliens persuade men to come with them, promising sex. However, the “mating” process involves sticking their tentacles down the male’s throat. Most men die because they cannot survive the cold temperature. Roger allows Constance to “mate” with him after she explains everything as she has fallen in love with him when she wasn’t supposed to. She explains that they’re merely trying to survive and that they don’t want anyone to die. He agrees to allow her to impregnate him, giving her race a chance to survive. Luke comes in just in time to see a baby alien crawl out of Roger’s mouth. Roger dies soon after, leaving Constance horrified because she didn’t want him to die.
Luke then discovers that, while the aliens love the cold, they hate heat. In the end, using a home-made flamethrower he exterminates Lily, Constance and the other aliens, not knowing the truth of their mission. Alex congratulates him and they start to have sex. There’s a sudden flashback to the very beginning of the movie when the jock finds the dead men. He looks up and sees Alex who then says “You’re early”. Suddenly Luke realizes Alex is an alien. He screams as she pins him down and rapes him and her tentacles appear. The camera zooms out of the room as Luke’s screams fade away.