Having just returned from a mission to Mars, Commander Ross isn't exactly himself. He's slowly becoming a terrifying alien entity with one goal -- to procreate with human women! When countless women suffer gruesome deaths after bearing half-alien offspring, scientist Laura Baker and hired assassin Press Lennox use Eve, a more tempered alien clone, to find Ross and his brood. Before long Eve escapes to mate with Ross.

Childhood friends Barry (Allan F. Nicholls) and Al (Roland Caccavo), having drifted apart 14 years ago, attempt to get reacquainted and figure out life in New York.