Dr. Ackerman [Troy Donahue] crashes his car one night after a clash with a mysterious UFO, launching a wild mix of science fiction, comedy, and cheeky horror that will reshape a sleepy town and everyone in it. In the same high school where he teaches, the sharp-witted but socially awkward Wesley Littlejohn [Billy Jayne] dwells in the shadow of his slacker brother Bradford [Robert Jayne] and his opportunistic friend Marvin [Stuart Fratkin]. Wesley is the classic classroom nerd: bright, earnest, and burdened by bullies, all while secretly cherishing a crush on Leanne [Olivia Barash]. His world is turned upside down when Xenobia, a striking substitute teacher, arrives in the biology room and stirs the curiosity of every boy—especially Wesley.
Xenobia’s arrival signals the start of a controversial and clandestine experiment. She teams up with her enigmatic assistant Drax [Raymond O'Connor], injecting Wesley with a so-called vitamin supplement that triggers a startling transformation: a phallic stalk erupts from his head at moments of heightened arousal. The moment is both comical and unsettling, and Xenobia shamelessly begins to document the results with Drax filming the proceedings. Wesley, meanwhile, is swept into an odd new loop of confidence and sexual awakening, all while his family and friends notice changes in his behavior.
As the effects intensify, Wesley finds himself oscillating between unexpected boldness and bewildering amnesia. The stalk appears at inopportune times, leading to risqué encounters with various women, including Miss Buckmeister [Edy Williams], the gym teacher, and even a former bully’s girlfriend. Each episode leaves Wesley with blurred memories and fresh questions about what the mysterious “vitamin supplement” is truly doing to him. Desperate for answers, he confronts Xenobia, only to be injected again and drawn deeper into a strange cycle of discovery and danger.
Away from school, Wesley discovers another side of life: he becomes the vocalist for a heavy metal outfit called the Sex Mutants, trading his old piano repertoire for loud, rebellious riffs and stage lights. On the fringes of his new musical world, the Poon Tangs—an all-girl act featuring Ginger Lynn Allen [Ginger Lynn Allen], Linnea Quigley [Linnea Quigley], and Laura Albert [Laura Albert]—provide a backstage energy that fuels the mood of each show. A date with Leanne [Olivia Barash] is briefly interrupted by the stalk’s appearance, pushing her to a surprising passion before the truth of the situation comes crashing back.
The plot thickens when a dramatic night at a venue culminates in a confrontation between Wesley and Xenobia. Xenobia, wearing a gleaming silver spacesuit, reveals that she and Drax are aliens from Alterion, sent to Earth to rekindle procreation among their species. Wesley’s skepticism clashes with the surreal reality as Xenobia dramatically strips away her disguise, exposing a blue-skinned alien with a large head. In his panic, Wesley throws her into a trash bin and flees, torn between fear and the possibility that these events explain his own strange experiences.
Back at the school, the biology lab becomes a battlefield as Wesley and Drax collide. Wesley destroys the lab and, with it, Xenobia’s serum, cutting short the alien plot in a blaze of dramatic action. Xenobia’s violent rampage at the venue is halted when Wesley arrives with one final batch of serum, threatening to use it to stop her. When Xenobia refuses to back down, Wesley destroys the serum in a bid to end the danger once and for all. The act shatters Xenobia’s grip, but it also leaves the future of her race in jeopardy.
In a climactic twist, Drax appears with a new stalk growing from his head—he had taken some of the serum out of love for Xenobia. This alteration gives Xenobia a chance to rethink her plans, and she apologizes for the chaos she caused. The film closes on a hopeful note: Xenobia and Drax return to their planet, while Wesley embraces his place in the Sex Mutants and his evolving relationship with Leanne [Olivia Barash], continuing to navigate a world where the extraordinary can erupt in everyday life, and where music, romance, and a little bit of sci-fi danger collide in the most unpredictable ways.
