Dr. Ackerman, the biology teacher at the local college, meets with an untimely demise when chased by a UFO. Wesley, one of his students, is having trouble attracting women. That all changes when bombshell Ms. Xenobia takes over Ackerman's class and persuades Wesley to participate in some vitamin research she and her assistant Drax are conducting. Suddenly Wesley has become very desirable, despite the fleshy antenna that grows out of his head during excitement. His newfound success threatens to alienate the girl he really cares about (Leeanne), and Xenobia's motives may have something to do with the fact that she is not of this earth.